SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
InterTAN, Inc.
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(Name of Registrant as Specified in Its Charter)
Liberation Investments L.P.
Liberation Investments Ltd.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials:
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paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
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Contact:
Emanuel R. Pearlman
Liberation Investment Group LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
(310) 479-3434
LIBERATION INVESTMENTS DELIVERS LETTER TO INTERTAN
Los Angeles, CA - October 14, 2003 - Investment funds Liberation
Investments, L.P. and Liberation Investments Ltd. announced that the
following letter was sent to the President and Chief Executive Officer of
InterTAN, Inc. (NYSE: ITN) today:
Liberation Investments L.P.
c/o Libra Securities Group, LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
Liberation Investments Ltd.
c/o Libra Securities Group, LLC
11766 Wilshire Blvd, Suite #870
Los Angeles, CA 90025
October 14, 2003
BY FACSIMILE AND OVERNIGHT COURIER
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Mr. Brian Levy
President and Chief Executive Officer
InterTAN, Inc.
279 Bayview Drive
Barrie, Ontario L4M 4W5
Dear Mr. Levy:
We received your October 10, 2003 letter and are disappointed by the
Company's response. In an effort to act in the best interest of all shareholders
and allow the Company to save the significant cost and expense of a proxy
contest, we proposed that the Company agree to add two independent directors to
the board. These two directors would be selected by the Company from among three
independent designees put forth by a committee comprised of individuals and
institutions that own at least 200,000 shares. We are surprised that in today's
corporate governance environment the Company would be opposed to giving
shareholders a meaningful voice in the director nomination process.
At our meeting in Barrie last month, you and your senior management
team attempted to assure us that the Company was committed to the very
strategies for maximizing shareholder value that we have been urging the Company
to pursue, such as a sale of the Company or conversion to a Canadian Income
Trust. After listening to the Company's presentation, which detailed
management's prolonged review and analysis of a potential sale or conversion, we
said we did not believe the Company was serious about executing on those
strategies. In order to have any credibility with investors, we said the Company
would need to add at least two independent directors to its five member board.
When Company representatives claimed the board would need to consider the views
of more shareholders, and not just a 5% stockholder, even though we own more
stock than all members of the board combined, we proposed that the Company agree
to add directors who are selected by holders of at least 200,000 shares. Through
this process, we believe the Company would be responding to the views and
concerns of stockholders who account for approximately 65% to 75% of the
Company's outstanding shares. We said our nominees would not seek election to
the board in this process.
If the Company is serious about pursuing the strategies it said it
would pursue, we question why it would have such a negative reaction to a
proposal that it be responsive to the views of the holders of a majority of its
outstanding shares. We cannot conceive of any harm this would cause the Company
or how it would impede the Company's ability to execute on a sale or conversion
to a Canadian Income Trust. We can only conclude what is obvious to us: It
appears to us that the current board and management are not committed to taking
decisive steps to maximize shareholder value, are not interested in having
outsiders join the board and have no interest in having even a minimal level of
accountability and independent oversight and direction. Instead, it appears to
us that the current board and management are more interested in maintaining the
status quo.
We believe the response of management and the board confirms our
skepticism with regard to the likelihood that this board and management will,
without shareholder oversight, achieve the goals we have expressed and they say
they respect. We will therefore continue with our proxy contest and explain to
our fellow shareholders that we do not believe we can trust the InterTAN board
and management and that in our view the only way for shareholders to ensure that
the Company takes the steps necessary to maximize shareholder value is to elect
independent directors who will demand accountability for any failure to maximize
shareholder value and who will urge the board to improve its corporate
governance by allowing shareholders to have a meaningful voice in the process
for nominating candidates for election to the board of directors.
Sincerely,
Liberation Investments L.P.
By: /s/ Emanuel R. Pearlman
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Liberation Investments Ltd.
By: /s/ Emanuel R. Pearlman
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The Liberation funds have filed a preliminary proxy statement and other
relevant documents with the SEC in support of the election of Lee S. Hillman and
Don R. Kornstein to the InterTAN board. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You are able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov.
The Liberation funds and Messrs. Hillman, Kornstein and Pearlman may be deemed
to be participants in the solicitation of proxies from the stockholders of
InterTAN in connection with the annual meeting. Information about these
participants and their ownership of InterTAN shares can be found in the
Liberation funds Schedule 13D filings with the SEC and are also set forth in the
proxy statement filed by the Liberation funds with the SEC. Investors may obtain
additional information regarding the interests of such participants by reading
the proxy statement.