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 [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission only (as permitted by rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-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: ________
2) Aggregate number of securities to which transaction applies: ___________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________
4) Proposed maximum aggregate value of the transaction: __________
5) Total fee paid: __________
[_] Fee paid previously with preliminary material.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_____________________________________________________
2) Form, Schedule or Registration Statement No.:_______________________________
3) Filing Party:_______________________________________________________________
4) Date Filed: ______________________
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 __, 2003
Dear Fellow InterTAN Stockholder:
On behalf of Liberation Investments L.P., Liberation Investments
Ltd. and their affiliates (collectively, "Liberation"), we are pleased to
enclose our Proxy Statement and WHITE proxy card, which will enable you to elect
two independent directors at the 2003 Annual Meeting of InterTAN, Inc.
stockholders to be held December 5, 2003. Liberation is the beneficial owner of
1,117,200 or approximately 5.4% of the common stock of the Company.
As one of the Company's largest stockholders, it is our view that
the Company's stock has underperformed over the last three to four years and we
firmly believe it is time for the Board to pursue a new strategy to maximize
shareholder value. Our nominees are committed to working to increase shareholder
value at InterTAN and improve corporate governance for all shareholders. Both
are distinguished business professionals with strong financial backgrounds and
transactional experience. They have much to offer the Company in the way of
knowledge, business experience and contacts and we believe they are well
equipped to help with the important decisions that InterTAN will face in the
future.
The enclosed proxy statement contains important information
concerning the Company's Annual Meeting and our nominees - please read it
carefully.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
TODAY.
Thank you for your support.
Sincerely,
LIBERATION INVESTMENTS, L.P.
LIBERATION INVESTMENTS LTD.
By:
-----------------------------------
Emanuel R. Pearlman
PRELIMINARY PROXY STATEMENT;
SUBJECT TO COMPLETION
2003 ANNUAL MEETING OF STOCKHOLDERS
of
InterTAN, Inc.
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PROXY STATEMENT
of
Liberation Investments, L.P. and
Liberation Investments Ltd.
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To the Stockholders of InterTAN, Inc.:
This Proxy Statement and the enclosed WHITE proxy card are being
furnished by Liberation Investments, L.P. and Liberation Investments Ltd.
(collectively "Liberation") and our affiliates, Liberation Investment Group, LLC
and Emanuel R. Pearlman, the general manager, chief investment officer and
majority member of Liberation Investment Group LLC, to holders of common stock,
par value $1.00 per share (the "Common Stock"), of InterTAN, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies for
use at the annual meeting of the Company's stockholders and at any and all
adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting
is scheduled to be held December 5, 2003 at the time and place to be announced
in the Notice of Annual Meeting of Stockholders that will be sent to
stockholders by the Company. As of October 7, 2003, Liberation was the
beneficial owner of an aggregate of 1,117,200 shares of Common Stock,
representing approximately 5.4% of the outstanding shares. According to the
Company's Form l0-K for the year ended June 30, 2003, as of as of August 25,
2003, there were 20,619,175 shares of Common Stock outstanding.
THIS SOLICITATION IS BEING MADE BY LIBERATION AND NOT ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY.
At the Annual Meeting, two of the five members of the Board will be
up for election for a term of three years and until their successors have been
duly elected and qualified. As one of the largest independent stockholders of
the Company, we are soliciting proxies, in opposition to the solicitation of
proxies by the current Board of Directors of the Company, to support the
election of two nominees who, if elected, we believe will provide new insight
and a fresh perspective to the Board.
This Proxy Statement and the WHITE proxy card are first being mailed
or furnished to stockholders of the Company on or about October [____], 2003.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. PROPERLY VOTING THE
ENCLOSED WHITE PROXY
CARD AUTOMATICALLY REVOKES ALL PRIOR PROXY CARDS PREVIOUSLY SIGNED BY YOU.
DO NOT MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED WHITE CARD IF YOU
WISH TO VOTE FOR THE INDEPENDENT NOMINEES LIBERATION SUPPORTS.
EVEN IF YOU PREVIOUSLY HAVE VOTED A PROXY CARD FURNISHED TO YOU BY
THE COMPANY'S BOARD, YOU HAVE THE LEGAL RIGHT TO CHANGE YOUR VOTE BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD. ONLY YOUR LATEST DATED PROXY
WILL COUNT AT THE ANNUAL MEETING.
HOLDERS OF RECORD OF SHARES OF COMMON STOCK AS OF OCTOBER 7, 2003,
THE RECORD DATE FOR VOTING AT THE ANNUAL MEETING, ARE URGED TO SUBMIT A WHITE
PROXY CARD EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.
IF YOU PURCHASED SHARES OF COMMON STOCK AFTER THE RECORD DATE AND
WISH TO VOTE SUCH SHARES AT THE ANNUAL MEETING, YOU SHOULD OBTAIN A WHITE PROXY
CARD FROM THE SELLER OF SUCH SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE
AND MAIL THE ENCLOSED WHITE PROXY CARD TO US IN CARE OF MACKENZIE PARTNERS,
INC., THE FIRM ASSISTING US IN THE SOLICITATION OF PROXIES, IN THE POSTAGE-PAID
ENVELOPE PROVIDED. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A WHITE PROXY CARD WITH RESPECT
TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU.
ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE
INSTRUCTIONS FOR A WHITE PROXY CARD TO BE SIGNED REPRESENTING YOUR SHARES. WE
URGE YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR
YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO US IN CARE OF
MACKENZIE PARTNERS, INC. AT THE ADDRESS INDICATED BELOW SO THAT WE WILL BE AWARE
OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE
FOLLOWED.
If you have any questions about executing your proxy or require
assistance, please call:
MacKenzie Partners, Inc.
105 Madison Ave., 14th Floor
New York, New York 10016
TOLL-FREE: (800) 322-2885
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LIBERATION INVESTMENTS, L.P. AND
LIBERATION INVESTMENTS LTD.
The proxies solicited hereby are being sought by Liberation
Investments, L.P. and Liberation Investments Ltd. (collectively, "Liberation")
and their affiliates Liberation Investment Group, LLC and Emanuel R. Pearlman,
the general manger, chief investment officer and majority member of Liberation
Group, LLC. Liberation Investments, L.P. is a Delaware limited partnership, and
Liberation Investments Ltd. is a private offshore investment corporation. The
principal business of Liberation Investments, L.P. is that of a private
investment partnership engaging in the purchase and sale of securities for
investment for its own account, and the principal business of Liberation
Investments Ltd. is that of a private offshore investment corporation engaging
in the purchase and sale of securities for investment for its own account. The
shares of Common Stock beneficially owned by Liberation and its affiliates are
identified in Appendix I.
For additional information regarding Liberation and their
affiliates, see Appendix I annexed to this Proxy Statement.
REASONS FOR THE SOLICITATION
As one of the Company's largest stockholders, it is our view that
the Company's stock has underperformed over the last three to four years and we
firmly believe it is time for the Board to pursue a new strategy to maximize
shareholder value. Additionally, we believe the Company's Board should be
declassified to allow stockholders to vote annually on all directors and the
Company should adopt a procedure for considering candidates for director
nominees put forth by individuals or institutions holding at least 200,000
shares. The tenures of the current members of the Board range from five to nine
years and we believe independent directors with new ideas and a fresh
perspective should be added to the Board.
After reaching its split-adjusted high of $19.21(1) in December
1999, the Company's closing stock price languished below $15 for most of 2000
and all of 2001 and 2002, reaching a low of $4.90 toward the end of 2002. This
year, the Company's closing stock price has fluctuated between a low of $4.51
and its current high of $10.02 reached on September 18, 2003 and September 23,
2003, after we announced our intention to nominate two directors for election at
the Annual Meeting. Net income, as reported in the Company's Form 10-K for the
fiscal year ended June 30, 2002, has also decreased steadily over the last three
years from $23,527,000 in 2001 to $13,568,000 in 2002 to $7,711,000 in 2003.
Strategies to Maximize Shareholder Value
We and our nominees believe the current range of trading prices for
the Company's stock does not reflect the underlying asset value of the Company.
In order to maximize value for the Company's shareholders we and our nominees
believe the Company should be converted into a Canadian Income Trust or sold to
a third party.
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(1) Source for stock quotes: Bloomberg
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Conversion to a Canadian Income Trust
We believe conversion of the Company to a Canadian Income Trust
should increase value for the Company's stockholders. In a Canadian Income Trust
structure, the Company's stockholders would become owners of units in a trust
that would own operating subsidiaries through which the Company would conduct
its business. A Canadian Income Trust is similar to a real estate investment
trust (REIT) in that the business's cash flow is distributed currently to
unitholders and the trust itself is not subject to taxation. Conversion to a
Canadian Income Trust structure could be accomplished through alternative
methods. The Company could reincorporate in Canada by transferring all of its
assets to a Canadian corporation owned by a Canadian Income Trust, with the
current shareholders of the Company receiving units in the Canadian Income Trust
in exchange for their shares. Alternatively, the Company could continue as a
Delaware corporation with current shareholders exchanging their shares for units
of a Canadian Income Trust, which would then own the Company.
Potential Advantages of a Conversion. As unit holders, the Company's
shareholders would receive periodic distributions of cash flow generated by the
Company's business operations. By offering a yield return to shareholders income
trusts are often able to command higher valuations than stock corporations.
Canadian Income Trusts have historically outperformed small-capitalization U.S.
stocks. As of August 31, 2003, the five year S&P/TSX Canadian Income Trust total
return, compounded annually, was 31% versus 9% for the S&P Small Cap 600 (in
Canadian dollars). Conversion to a Canadian Income Trust could allow the Company
to benefit from a number of cost savings, including no or very low U.S.
corporate income tax, which could increase the amount of cash flow available for
potential distribution to unitholders, and reduced costs and expenses as a
result of having the Company's ownership in the same country as its operations.
Potential Disadvantages of a Conversion. A disadvantage of a
conversion is that the annual amount of distributions to unitholders may vary
depending on the financial results of the underlying business from year to year.
Another disadvantage of a conversion through reincorporation is that it may not
be accomplished in a tax free manner. Under current law, the Company has said
that it believes the U.S. federal income tax cost to the Company of the
reincorporation method of conversion (which is the conversion method preferred
by the Company), would be approximately $4 million, but such tax cost to the
Company would be between $30 and $40 million if certain proposed U.S. tax
legislation were to become law and have retroactive effect. Another disadvantage
of a conversion is that 50% of the units in a Canadian Income Trust must be
owned by Canadian residents. Currently, the Company's stockholders do not meet
this requirement.
The Company has indicated that it has been studying the possibility
of converting the Company to a Canadian Income Trust since as early as May of
2002, but has declined to pursue a conversion due to the possibility that the
Company may incur a $30 to $40 million tax if proposed U.S. tax legislation were
to become law and apply to the Company on a retroactive basis. Although we
believe that the Company should explore fully any options available for avoiding
such tax, we and our nominees believe that the overall advantages of converting
to a Canadian Income Trust outweigh the disadvantages. Even if the proposed U.S.
legislation were to become law and is made retroactive and thus the Company
becomes obligated to pay a one-time tax, the Company could borrow, in today's
low interest rate environment, the $30 to $40 million necessary to pay the tax.
The cost of such borrowed funds at currently available interest
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rates we believe would have de minimis effect on cash distributions to unit
holders in a trust structure.
We believe the Company should announce its intention to convert to a
Canadian Income Trust immediately. Such an announcement could aid the Company in
its efforts to lobby for an exemption from any retroactive application of U.S.
tax legislation. We believe such an announcement will also have the benefit of
encouraging third parties with a bona fide interest in acquiring the Company to
come forward in a short time frame. Finally, a decision to move to a trust
structure now would reduce market risk for completing a Canadian Income Trust
transaction if current market conditions change while the Company contemplates
further its potential courses of action.
Sale of the Company
Potential Advantages of a Sale of the Company. We also believe a
sale of the Company to a third party through a competitive auction process
conducted by a recognized investment bank would significantly increase value for
the Company's stockholders. The Company has experienced and could likely
continue to experience limitations as a public company, including, its limited
trading volume, small market capitalization, and lack of attention from research
analysts. Currently, to our knowledge, the Company is covered by only one
research analyst. We believe these limitations each negatively affect the
trading value of the Company's stock. In addition, it is our opinion that the
Company has limited business and financial prospects if it remains a small,
publicly-traded company. The Company's historical low revenue growth and
declining profitability, we believe, translates into the Company's stock trading
at a low multiple of earnings.
There is also a lack of liquidity in the market for the Company's
stock. In our opinion, the Company's active stock repurchase program has not
been an effective catalyst for increasing value in the market for the Company's
stock. In fact, we believe the stock repurchase program has decreased liquidity
for the Company's stock. In our view, the Company has not developed an
alternative strategy to lessen the impact of the additional liquidity issues
resulting from the stock repurchase program.
A sale of the Company would potentially provide stockholders with an
opportunity to realize liquidity on their shares and allow shareholders to
maximize the value of their investment.
Potential Disadvantages of a Sale of the Company. Third party offers
to acquire the Company may be at a price below the trading value of the
Company's stock. Even if a third party offers a premium above market price to
acquire the Company's stock, such price may not reflect the long term value of
the Company's stock. Moreover, the consideration offered could be a combination
of cash and stock, or all stock. The current volatility in the stock market
makes valuing a stock component more difficult. Stock consideration would expose
the Company's stockholders to the negative risk of the acquiror's stock.
We are not aware of any current offers relating to the sale of all
or a part of the Company. Management has indicated that it engaged in detailed
negotiations for the sale of the Company with at least two buyers in 2001, but
neither transaction could be accomplished. The Company has recently announced
that it has engaged Scotia Bank to solicit potential buyers of
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the Company, but that the solicitation process is in an early stage. There can
be no assurance that a buyer will emerge with an offer that the Board will find
adequate.
For the reasons set forth above, if elected, our nominees have
indicated that they will urge the Board to pursue both a sale of the Company to
a third party and a conversion to a Canadian Income Trust immediately.
Improve Corporate Governance
We and our nominees believe the Company should improve its corporate
governance and make the Company's directors more accountable to shareholders. We
believe the Company should declassify its Board of Directors so that
stockholders will have the opportunity to vote on all of the Company's directors
annually. The Company should also adopt a procedure for considering candidates
for director nominees put forth by a committee comprised of individuals or
institutions holding at least 200,000 shares (approximately 1%) of the Company's
stock.
Declassify Board of Directors. Currently, the Company's certificate
of incorporation and bylaws provide for a classified or staggered Board of
Directors. The directors are divided into three classes, with only one class of
directors elected by stockholders at each annual meeting to serve for a
three-year term. Proponents of classified boards argue that they increase
continuity and stability in a board's composition and in the policies formulated
by the board. They also believe a classified board discourages abusive hostile
takeover tactics by making it difficult for raiders to obtain control of a
company's board quickly through a proxy contest. We and our nominees believe the
Company's classified Board decreases directors' accountability to stockholders.
We and our nominees believe that stockholders should have the opportunity to
elect all of the Company's directors annually. Accordingly, if elected, our
nominees intend to urge the Board to approve and recommend that stockholders
approve as soon as practicable an amendment to the Company's certificate of
incorporation to declassify the Board of Directors.
Allow a Committee Comprised of Individuals or Institutions Holding
at least 200,000 Shares to Nominate Directors. The tenures of the current
members of the InterTAN Board range from five to nine years. Two of the five
directors currently serve together on the board of another company and
previously served together on the board of a third company until that company
was sold. Additionally, four of the five directors were formerly employed by
Tandy Corp., the predecessor to the Company. We believe independent directors
with new ideas and a fresh perspective should be added to the Board.
Based on our review of the Company's proxy statement, the InterTAN
Board does not have a separate nominating committee. Although the "Organization
and Compensation Committee" apparently may make recommendations to the Board
with respect to candidates for director, it is unclear what process, if any, the
Company has for identifying and evaluating candidates for election to the Board,
including candidates suggested by shareholders. We believe the Company should
consider candidates for director nominees put forth by a committee comprised of
individuals or institutions holding at least 200,000 shares. If elected to the
Board, our nominees will urge the Board to retain an independent corporate
governance advisor to help organize an institutional shareholder committee and
invite any individuals or institutions holding at least 200,000 shares (which we
believe currently comprise approximately 65%-75% of the
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Company's outstanding shares) to participate in the committee. The institutional
shareholder committee would put forth independent board nominees who would be
appointed to the Company's Board. All such nominees would be required to satisfy
the New York Stock Exchange's proposed definition of "independence."
OUR NOMINEES
At the Annual Meeting, Liberation intends to nominate two persons
for the vacancies scheduled to be filled at the Annual Meeting. Liberation
intends to nominate Lee S. Hillman and Don R. Kornstein. If Liberation
determines at or prior to the Annual Meeting that either Mr. Hillman or Mr.
Kornstein is unable or otherwise unavailable to serve as a director, Liberation
reserves the right to nominate a replacement candidate for election as a
director. Liberation will not nominate more than two individuals for election as
directors and has no present intention to seek additional Board seats if both of
its nominees are elected.
For information regarding Messrs. Hillman's and Kornstein's
experience and qualifications to serve as directors see - "Election of
Directors."
If elected to the InterTAN Board, subject to their fiduciary duties
to all shareholders, Messrs. Hillman and Kornstein are expected to urge the
Board to pursue a strategy to maximize shareholder value. Such a strategy could
involve, among other things, an extraordinary transaction, such as a sale of the
Company's business or the conversion of the Company to a Canadian Income Trust.
There can be no assurance that stockholder value will be maximized as a result
of this solicitation or the election of Messrs. Hillman and Kornstein to the
Company Board. Also, if elected, Messrs. Hillman and Kornstein are committed to
urging the Board to pursue the corporate governance initiatives described above.
Our nominees, if elected, would not constitute a majority of the
members of the Board. Accordingly, even if our nominees are elected, they will
not be able to facilitate or approve any Board action without support from
additional members of the Board. We believe, however, that a showing of
shareholder support for our nominees sufficient for their election and their
subsequent presence on the Board will improve the Company's corporate governance
and encourage the remainder of the Board to pursue new and more effective
strategies to maximize shareholder value.
Neither Liberation nor Messrs. Hillman or Kornstein works on behalf
of or as a representative of any potential acquiror of the Company. Liberation,
however, may own securities of entities that may be potential acquirors of
InterTAN. Liberation and its nominees are merely committed to maximizing the
value of the investment of all of the stockholders of InterTAN. Liberation may,
among other alternatives, communicate with potential acquirors of InterTAN and
their financial advisors with a view towards encouraging potential acquirors to
submit merger and acquisition proposals to the InterTAN Board and the
stockholders of InterTAN.
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YOUR VOTE IS IMPORTANT. SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED
WHITE PROXY CARD IN THE ENCLOSED ENVELOPE.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
Election of Directors
The Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company provide that the number of directors shall be
fixed by a majority of the current Board of Directors, but shall not be less
than three and provide that the Board shall be divided into three classes, each
having a staggered term of three years. The Company's Board of Directors
currently consists of five directors. At the Annual Meeting, two directors will
be elected for a term of three years.
Liberation intends to nominate Mr. Hillman and Mr. Kornstein for
election to the Board at the Annual Meeting. Each of these nominees has
consented to being named in this proxy statement and to serve as a director if
elected, and it is not contemplated that either of them will be unavailable for
election as a director. If Liberation determines at or prior to the Annual
Meeting that either Mr. Hillman or Mr. Kornstein is unable or otherwise
unavailable to serve as a director, Liberation reserves the right to nominate
substitute or additional persons at the Annual Meeting for election as a
director. Should any additional substitute nominees be required, the persons
named on the enclosed WHITE proxy card will vote for the additional or
substitute nominees selected by Liberation. It is unlikely that Liberation will
be permitted to vote for additional or substitute nominees because the deadline
for giving notice of nominations has passed. Liberation is proposing the
election of two nominees in opposition to the nominees proposed by the InterTAN
Board. However, if either Mr. Hillman or Mr. Kornstein is unavailable or unable
to serve as a director, stockholders who use Liberation's WHITE proxy card will
only be voting for one of the two seats to be filled at the Annual Meeting.
LIBERATION RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES ON THE
ENCLOSED WHITE PROXY CARD.
The information below is provided with respect to Liberation's
nominees for directors of the Company. Each of the independent nominees is a
United States citizen.
Name and Principal Occupation For
Business Address Age Past Five Years and Directorships
- --------------------------- --- --------------------------------------------
Lee S. Hillman ............ 47 Since December 2002, Mr. Hillman has been a
222 S. Riverside Plaza private investor and investment advisory
MS CHI05-2800 consultant to private equity funds
Chicago, Illinois 60606 (including Liberation) and growth stage
businesses. From October 1996 to December
2002, Mr. Hillman was the Chief Executive
Officer and President of Bally Total Fitness
Holding Corporation, a publicly-traded, New
York Stock Exchange listed, leading health
club operator. Mr. Hillman also served as
Executive Vice President of that company
from January 1996 to October 1996. Mr.
Hillman served as a director of Bally Total
Fitness Holding Corporation from
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January 1996 to December 2002, and served as
Chairman of the Board from November 2000 to
December 2002. From November 1991 to
December 1996, Mr. Hillman served as Chief
Financial Officer and Treasurer of Bally
Entertainment Corporation, a publicly
traded, gaming, lodging and entertainment
company. He also served as an officer of
that company from August 1992 to December
1996. Mr. Hillman is a Certified Public
Accountant and was formerly a partner at
Ernst & Young where he held various
positions of increasing responsibility from
1979 to 1991. On September 10, 2003, Mr.
Hillman became a director of HealthSouth
Corporation, a publicly traded company that
is the nation's largest provider of
outpatient surgery, diagnostic imaging and
rehabilitative healthcare services. Mr.
Hillman currently serves as chairman of
HealthSouth Corporation's audit committee,
as well as a member of the compliance and
compensation committees. From 1997 to 1999,
Mr. Hillman was a director of Continucare
Corp., a publicly traded provider of
physical therapy, rehabilitation and other
medical/healthcare services, and from 1992
to 2003 Mr. Hillman was a director of Holmes
Place PLC, a publicly traded, leading
operator of health clubs in Europe.
Don R. Kornstein .......... 51 Mr. Kornstein is the founder of Alpine
222 S. Riverside Plaza Advisors LLC, a strategic, management and
MS CHI05-2800 financial consulting firm. He is currently
Chicago, Illinois 60606 the Chief Executive Officer of Alpine
Advisors LLC, a position he has held since
March 2002. Prior to forming Alpine Advisors
LLC, from September 2000 to March 2002, Mr.
Kornstein was a self-employed strategic,
management and financial consultant to
several companies, including First World
Communications, Inc., a telecommunications
and internet service provider from September
2000 to September 2001. From September 1994
through April 2000, Mr. Kornstein was the
Chief Executive Officer, President and
director of Jackpot Enterprises, Inc., a
publicly traded company engaged in the
gaming industry. From May 1975 to September
1994, Mr. Kornstein worked in the Investment
Banking Department at Bear, Stearns & Co.
Inc., a publicly traded leading investment
banking firm. From September 1987 to
September 1994, Mr. Kornstein served as a
Senior Managing Director at Bear, Stearns &
Co. Inc. Mr.
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Kornstein was, from March 1995 until its
sale in September 2003, a director of
Varsity Brands, Inc., a publicly traded,
leading marketer and manufacturer of
uniforms and accessories and operator of
cheerleader and dance team camps. During his
tenure as a director of Varsity Brands,
Inc., Mr. Kornstein also served as chairman
of its audit, compensation, exploratory and
negotiating committees. Mr. Kornstein also
currently serves as a director of Shuffle
Master, Inc., a publicly traded gaming
equipment supply company that develops,
manufactures and markets innovative
technology-based products and services. He
has been a director of that company and
member of its audit, compensation and
governance committees since July 2003.
For additional information regarding Messrs. Hillman and Kornstein
and the participants in this proxy solicitation see Appendix I annexed to this
Proxy Statement. The information above and in Appendix I regarding the nominees
has been furnished to Liberation by Messrs. Hillman and Kornstein.
Although the nominees and Liberation have not entered into a written
agreement to such effect, Liberation has agreed with each nominee to bear all
costs and expenses of, and indemnify against all liability incurred by, each
nominee in connection with such nominee being a candidate for election to the
Company's Board of Directors. Each nominee will receive expense reimbursements
from Liberation for serving as nominee whether or not elected. If elected as a
director of the Company, each nominee will receive director's fees in accordance
with the Company's practices and policies as set by the Board of Directors from
time to time.
None of the corporations or organizations in which either of the
nominees has conducted his principal occupation or employment was a parent,
subsidiary or other affiliate of the Company.
There is no information with respect to either nominee required to
be described under Item 401(f) of Regulation S-K.
Except as disclosed in this Proxy Statement (including the Schedules
and Appendices hereto), neither Lee S. Hillman nor Don R. Kornstein has any
arrangements or understandings with Liberation or any other person pursuant to
which the nominations are to be made nor do either have any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon at the Annual Meeting.
Other Matters to be Considered at the Annual Meeting
It is expected that the InterTAN Board will send to you management's
proxy statement discussing, in addition to the election of directors, any other
matter that may properly come before the Annual Meeting. With the exception of
the election of directors, Liberation is not aware at the present time of any
other matters which are scheduled to be voted upon by
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stockholders at the Annual Meeting. If any other matter properly comes before
the Annual Meeting that we do not become aware of a reasonable time before the
Annual Meeting, the persons named as proxies on the enclosed WHITE Proxy Card
will have discretionary authority to vote all shares covered by such proxies in
accordance with their discretion with respect to such matter. However, if
Liberation becomes aware a reasonable time in advance of the Annual Meeting that
a matter will be presented for a stockholder vote at the Annual Meeting that is
not included on the enclosed WHITE proxy card, Liberation will not have
discretionary authority to vote on such matters and intends either to refrain
from voting on any such matter or to revise the WHITE proxy card in order to
include any such additional matter thereon. If a stockholder wishes to specify
the manner in which his or her shares are to be voted on any such additional
matters, and Liberation was made aware of such matters a reasonable time in
advance of the Annual Meeting, the stockholder will have the opportunity to vote
on the revised WHITE proxy card. InterTAN also will furnish stockholders with
additional proxy materials describing any such additional matter. Submission of
any properly executed proxy card will revoke all prior proxy cards.
VOTING AND PROXY PROCEDURE
Proxy Information
The enclosed WHITE Proxy Card may be executed only by holders of
record at the close of business on October 7, 2003 (the "Record Date").
The shares of Common Stock represented by each WHITE Proxy that is
properly executed and returned to Liberation will be voted at the Annual Meeting
in accordance with the instructions marked thereon but if no instructions are
marked thereon, the proxy will be voted FOR the election of the Messrs. Hillman
and Kornstein and, where Liberation has discretionary authority, as described
above, in the discretion of the proxies, on whatever other matters as may
properly come before the Annual Meeting or any adjournments or postponements
thereof.
In executing the enclosed WHITE Proxy Card, stockholders may: (i)
vote for the election of both Liberation's nominees, (ii) withhold the authority
to vote for both Liberation nominees or (iii) vote for the election of one of
Liberation's nominees but withhold authority to vote for an individual nominee
by indicating such in the appropriate space on the enclosed WHITE Proxy Card.
If you hold your shares in one or more brokerage firms, banks or
nominees, only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, you should contact the person responsible for your
account and give instructions to vote the WHITE Proxy.
Proxy Revocation
Whether or not you plan to attend the Annual Meeting, Liberation
urges you to vote FOR Messrs. Hillman and Kornstein by signing, dating and
returning the WHITE Proxy Card in the enclosed envelope. You can do this even if
you have already sent a different proxy card solicited by the InterTAN Board. It
is the last executed proxy that is effective, and as such revokes all previously
executed proxies.
-11-
Execution of a WHITE Proxy Card does not affect your right to attend
the Annual Meeting and to vote in person. Any stockholder granting a proxy
(including a proxy given to the Company) may revoke it at any time before it is
voted by (a) submitting a new, duly executed proxy bearing a later date, (b)
attending and voting at the Annual Meeting in person, or (c) at any time before
a previously executed proxy is voted, giving written notice of revocation to
either Liberation, c/o MacKenzie Partners, Inc., or the Company. Merely
attending the Annual Meeting will not revoke any previous proxy which has been
duly executed by you. The WHITE Proxy Card furnished to you by Liberation, if
properly executed and delivered, will revoke all prior proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY,
LIBERATION URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE WHITE PROXY
CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE
UNITED STATES.
Quorum and Voting
Management's proxy statement is required to provide information
about the number of shares of InterTAN's stock outstanding and entitled to vote,
the number of record holders thereof and the record date for the Annual Meeting,
and reference is made thereto for such information. Only stockholders of record
at the close of business on the record date are entitled to notice of and to
vote on matters that come before the Annual Meeting.
The presence in person or by proxy of the holders of a majority of
the issued and outstanding shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting. Assuming a
quorum is present, the election of directors will be by a plurality of votes
cast by stockholders at the Annual Meeting.
Pursuant to the Bylaws of InterTAN and Delaware law, each
stockholder voting for the election of directors is entitled to one vote for
each share owned by such stockholder as of the record date for as many persons
as there are directors to be elected. According to the proxy statement sent by
InterTAN to stockholders in connection with the November 8, 2002 Annual Meeting
of InterTAN stockholders, any abstentions, broker non-votes or other limited
proxies will have no effect on the election of directors.
The InterTAN Board will nominate two persons for the seats scheduled
to be filled at the Annual Meeting. In addition, Liberation will nominate two
persons for election. Therefore, there will likely be four nominees for the two
seats, and the two nominees who receive the greatest number of votes will be
elected. Stockholders who use the WHITE proxy card furnished by Liberation will
not be able to vote for any of InterTAN's nominees and will revoke any previous
proxies they mailed. Stockholders who use the proxy card furnished by InterTAN
will not be able to vote for Messrs. Hillman and Kornstein. Stockholders are not
permitted to use both proxy cards and accordingly cannot vote for Liberation's
nominees on its WHITE proxy card and also vote for an InterTAN nominee using
InterTAN's proxy card.
Liberation intends to vote all of its shares, and those for which
Liberation is given proxies, FOR the election of Messrs. Hillman and Kornstein.
-12-
CERTAIN STOCKHOLDERS OF THE COMPANY
The following table sets forth, as of October 7, 2003, the number
and percent of outstanding shares of Common Stock beneficially owned by
Liberation and each of Messrs. Hillman and Kornstein:
Name and Address Number of Shares Percentage of Shares
of Beneficial Owner Beneficially Owned Beneficially Owned(1)
- ----------------------------------- ------------------ ---------------------
Liberation Investments L.P. 703,836 3.4%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Liberation Investments Ltd. 413,364 2.0%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Liberation Investments Group LLC 1,117,200 5.4%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Emanuel R. Pearlman 1,117,200 5.4%
11766 Wilshire Blvd
Suite #870
Los Angeles, CA 90025
Lee S. Hillman 0(4) 0
Don R. Kornstein 0(5) 0
All above parties as a group 1,117,200 5.4%
- ----------
(1) Based on 20,619,175 shares outstanding as of August 25, 2003, as reported
in the Company's From 10-K filed with the Securities and Exchange
Commission on August 29, 2003.
(2) Liberation Investments Group LLC, a general partner of and discretionary
investment adviser to Liberation Investments L.P. and Liberation
Investments Ltd., may be deemed to indirectly beneficially own 1,117,200
shares (5.4%) of the common stock of the Corporation.
(3) Mr. Pearlman is the General Manager, Chief Investment Officer and majority
member of Liberation Investments Group LLC, and as such may be deemed to
indirectly beneficially own 1,117,200 shares (5.4%) of the common stock of
the Corporation.
(4) Mr. Hillman does not own any stock of the Corporation. The Lee S. Hillman
Revocable Trust, dated May 6, 1994 (the "Hillman Trust") is a limited
partner in Liberation Investments L.P. On January 15, 2003, the Hillman
Trust made an initial capital contribution to Liberation Investments L.P.
in the amount of $100,000. As of August 31, 2003, the Hillman Trust's
ownership interest in Liberation Investments L.P. was 0.7288%.
-13-
(5) Mr. Kornstein does not own any stock of the Corporation. Mr. Kornstein,
together with his wife, are limited partners in Liberation Investments
L.P. On January 15, 2003, Mr. & Mrs. Kornstein made an initial capital
contribution to Liberation Investments L.P. in the amount of $100,000. As
of August 31, 2003, Mr. & Mrs. Kornstein's ownership interest in
Liberation Investments L.P. was 0.7288%.
Management's proxy statement is expected to set forth information as
to the number and percentage of outstanding shares beneficially owned by (i)
each person known by InterTAN to own more than 5% of the outstanding Common
Stock, (ii) each director of InterTAN, (iii) the Chief Executive Officer and the
four most highly compensated executive officers of InterTAN, and (iv) all
executive officers and directors of InterTAN as a group, and reference is made
thereto for such information.
INTERTAN ANNUAL REPORT AND MANAGEMENT' S PROXY STATEMENT
An annual report to stockholders covering InterTAN's fiscal year
ended June 30, 2003, including financial statements, is required to be furnished
to stockholders by the Company. Such annual report does not form any part of the
material for the solicitation of proxies by Liberation.
It is expected that the InterTAN Board will also solicit proxies for
use at the Annual Meeting and will furnish a proxy statement in connection
therewith. Neither Liberation nor any of its affiliates is presently an officer
or director, or otherwise engaged in the management, of InterTAN. Consequently,
Liberation does not have current information concerning the Common Stock of the
Company, the beneficial ownership of such stock by the principal holders
thereof, other information concerning the Company's management, the procedures
for submitting proposals for consideration at the next Annual Meeting of
Stockholders of the Company and the Company's independent public accountant
required by the rules of the SEC to be included in a proxy statement.
Accordingly, reference is made to management's proxy statement for such
information.
Liberation does not make any representation as to the accuracy or
completeness of the information contained in the Annual Report and management's
proxy statement.
PROXY SOLICITATION; EXPENSES
Liberation will bear the entire expense of preparing, assembling,
printing and mailing this Proxy Statement and the WHITE Proxy Card and the cost
of soliciting proxies.
The total cost of this proxy solicitation (including fees of
attorneys, accountants, public relations advisers, solicitors and advertising
and printing expenses) is estimated to be approximately $425,000. Through
September 30, 2003, Liberation has incurred approximately $165,000 of expenses
in connection with this proxy solicitation. To the extent legally permissible,
Liberation will seek reimbursement from the Company for the costs of this
solicitation. Liberation does not currently intend to submit approval of such
reimbursement to a vote of stockholders of the Company at a subsequent meeting
unless required by law.
In addition to this initial solicitation by mail, proxy
solicitations may be made by Liberation, Mr. Pearlman, the General Manager of
Liberation Investment Group LLC, the general partner and investment advisor to
Liberation, Ms. Nicole A. Jacoby, a consultant to
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Liberation Investment Group LLC, and Messrs. Hillman and Kornstein, without
additional compensation, except for reimbursement of reasonable out-of-pocket
expenses. Solicitations may be made by telephone, facsimile, hand delivery
messenger, and personal solicitors. Liberation will pay to banks, brokers and
other fiduciaries their reasonable charges and expenses incurred in forwarding
proxy materials to their principals and in obtaining authorization for execution
of proxies.
Liberation has retained MacKenzie Partners, Inc. to assist in the
solicitation of proxies. Liberation will pay MacKenzie Partners, Inc. a fee of
not less than $50,000 and not more than $125,000. Liberation has also agreed to
reimburse MacKenzie Partners, Inc. for its reasonable out-of-pocket expenses,
which are currently estimated to be approximately $70,000. MacKenzie Partners,
Inc. will solicit proxies from individuals, brokers, banks, nominees and other
institutional holders. Approximately 40 persons will be utilized by MacKenzie
Partners, Inc. in its solicitation efforts, which may be made by telephone,
telegram or in person.
ADDITIONAL INFORMATION
Liberation has filed with the SEC a Statement on Schedule 13D and
various amendments thereto, which contain information in addition to that
furnished herein. This Schedule 13D and any amendments thereto may be inspected
at, and copies may be obtained from, the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C., 20549.
LIBERATION INVESTMENTS, L.P.
LIBERATION INVESTMENTS LTD.
October [___], 2003
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:
MacKenzie Partners, Inc.
105 Madison Ave., 14th Floor
New York, New York 10016
TOLL-FREE: (800) 322-2885
-15-
APPENDIX I
CERTAIN INFORMATION REGARDING THE PARTICIPANTS AND THE
INDEPENDENT NOMINEES
Identity and Background of the Participants
Liberation Investments, L.P., is a Delaware limited partnership.
Liberation Investments Ltd. is a private offshore investment corporation.
Liberation Investment Group LLC is a Delaware limited liability company and the
general partner of Liberation Investments, L.P. and discretionary investment
adviser to Liberation Investments Ltd. Emanuel R. Pearlman is the General
Manager, Chief Investment Officer and majority member of Liberation Investment
Group LLC. Nicole A. Jacoby is an analyst working as a consultant to Liberation
Investment Group LLC. The entities and persons identified in this paragraph are
participants in the solicitation.
The business address of Liberation Investment Group LLC is 11766
Wilshire Blvd, Suite #870, Los Angeles, CA 90025.
The business address of Emanuel R. Pearlman is 11766 Wilshire Blvd,
Suite #870, Los Angeles, CA 90025.
The business address of Nicole A. Jacoby is c/o Liberation
Investment Group LLC, 11766 Wilshire Blvd, Suite #870, Los Angeles, CA 90025.
Liberation Investments, L.P. is the record owner of 100 shares of
the Company's common stock. Liberation Investments Ltd. is the record owner of
100 shares of the Company's common stock. None of the other participants is the
record owner of any shares of the Company's common stock.
Shares of Common Stock of InterTAN bought or sold by Liberation Investments L.P.
in the last two years:
Amount
Date Bought (Sold) Price per Share
------- ------------- ---------------
3/04/03 10,710 5.0600
3/05/03 16,632 5.0698
3/06/03 31,437 4.6102
3/07/03 40,950 4.6629
3/12/03 4,725 4.6039
3/13/03 101,430 4.7280
3/19/03 94,500 4.6800
3/31/03 8,253 4.6781
4/16/03 8,190 5.1227
5/01/03 3,150 5.8232
5/05/03 819 6.0900
5/08/03 11,025 5.7598
5/09/03 13,104 5.7450
6/06/03 12,600 7.1408
6/09/03 9,765 7.1024
6/10/03 5,985 7.0600
6/11/03 61,047 7.1785
6/11/03 7,812 7.2578
6/12/03 6,300 7.3193
6/13/03 8,379 7.2629
6/18/03 13,734 7.1500
6/20/03 4,851 7.3014
6/23/03 1,764 7.3079
6/23/03 9,450 7.2500
6/24/03 1,701 7.2693
6/25/03 9,450 7.2400
6/26/03 9,450 8.1453
6/30/03 2,205 7.9057
7/02/03 20,160 8.0545
7/07/03 3,087 8.1073
7/08/03 33,705 8.1070
7/10/03 4,662 7.9700
7/17/03 16,506 7.8500
7/17/03 2,520 7.8585
7/18/03 40,320 7.8973
8/29/03 15,750 9.3500
9/26/03 16,506 9.4777
Shares of Common Stock of InterTAN bought or sold by Liberation Investments Ltd.
In the last two years:
Amount
Date Bought (Sold) Price per Share
------- ------------- ---------------
3/04/03 6,290 5.0600
3/05/03 9,768 5.0698
3/06/03 18,463 4.6102
3/07/03 24,050 4.6629
3/12/03 2,775 4.6039
3/13/03 59,570 4.7280
3/19/03 55,500 4.6800
3/31/03 4,847 4.6781
4/16/03 4,810 5.1227
5/01/03 1,850 5.8232
5/05/03 481 6.0900
5/08/03 6,475 5.7598
5/09/03 7,696 5.7450
6/06/03 7,400 7.1408
6/09/03 5,735 7.1024
6/10/03 3,515 7.0600
6/11/03 35,853 7.1785
6/11/03 4,588 7.2578
6/12/03 3,700 7.3193
6/13/03 4,921 7.2629
6/18/03 8,066 7.1500
6/20/03 2,849 7.3014
6/23/03 5,550 7.2500
6/23/03 1,036 7.3079
6/24/03 999 7.2693
6/25/03 5,550 7.2400
6/26/03 5,550 8.1453
6/30/03 1,295 7.9057
7/02/03 11,840 8.0545
7/07/03 1,813 8.1073
7/08/03 19,795 8.1070
7/10/03 2,738 7.9700
7/17/03 9,694 7.8500
7/17/03 1,480 7.8585
7/18/03 23,680 7.8973
8/29/03 9,250 9.3500
9/26/03 9,694 9.4777
I-1
* * *
Except as set forth in this Proxy Statement (including the Schedules
and Appendices hereto), none of Liberation Investments, L.P., Liberation
Investments Ltd., Liberation Investment Group LLC, Messrs. Pearlman, Hillman,
Kornstein, Ms. Jacoby nor any of their respective affiliates or associates,
directly or indirectly:
o beneficially owns any shares of Common Stock of the Company or any
securities of any parent or subsidiary of the Company;
o has had any relationship with the Company in any capacity other than
as a stockholder;
o has been a party to any transaction, or series of similar
transactions, since June 30, 2002, nor is any currently proposed
transaction known to any of them, or series of similar transactions,
to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any
of them or their respective affiliates or associates had, or will
have, a direct or indirect material interest;
o has entered into any agreement or understanding with any person
respecting any future employment by the Company or its affiliates or
any future transactions to which the Company or any of its
affiliates will or may be a party;
o has a contract, arrangement or understanding within the past year
with any person with respect to the Company's securities;
o has any agreement, arrangement or understanding with any person with
respect to an future employment with the Company or any of its
affiliates or with respect to any future transactions to which
Company or any of its affiliates may be a party, except for the
agreements by Liberation's nominees to serve as directors of the
Company if elected; or
o is a party adverse to Company or any of its subsidiaries or has a
material interest adverse to Company or any of its subsidiaries in
any material legal proceeding.
I-2
[FORM OF PROXY CARD]
PROXY CARD
THIS PROXY IS SOLICITED BY LIBERATION INVESTMENTS, L.P.
AND LIBERATION INVESTMENTS LTD. (TOGETHER
"LIBERATION") IN OPPOSITION TO THE BOARD OF DIRECTORS
OF INTERTAN, INC.
The undersigned hereby appoints Emanuel R. Pearlman and Nicole A. Jacoby,
and each of them, the proxy or proxies of the undersigned, with full power of
substitution, to vote all shares of Common Stock, par value $1.00 per share, of
InterTAN, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Annual Meeting of the Stockholders of the Company
to be held on December 5, 2003 (the "Annual Meeting"), and at any and all
adjournments or postponements thereof. The undersigned hereby revokes any
previous proxies with respect to the matters covered by this proxy.
1. Election of Directors (check one box only)
[_] FOR both nominees [_] WITHHOLD AUTHORITY
Listed below: to vote for both nominees listed
below:
Lee S. Hillman Don R. Kornstein
(To withhold authority to vote for any individual nominee, check the "FOR" box
above and then write that nominee's name on the line provided below.)
----------
2. This proxy grants discretionary authority (i) to vote for an alternate
nominee if any of the nominees for director listed in Item 1 above is
unable or unavailable to serve as a director (unless authority to vote for
all nominees or for the particular nominee who ceases to be a candidate is
withheld) and (ii) to vote on other matters that may properly come before
the Annual Meeting or any adjournments or postponements thereof.
[REVERSE] THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF BOTH OF THE NOMINEES
NAMED IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY, AND, IN THE
DISCRETION OF THE PROXIES, FOR AN ALTERNATE NOMINEE IF ANY OF THE
NOMINEES FOR DIRECTOR LISTED IN ITEM 1 IS UNABLE OR UNAVAILABLE TO
SERVE AS A DIRECTOR (UNLESS AUTHORITY TO VOTE FOR ALL NOMINEES OR
FOR THE PARTICULAR NOMINEE WHO CEASES TO BE A CANDIDATE IS WITHHELD)
AND ON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
LIBERATION RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED
IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY. TO VOTE IN ACCORDANCE
WITH LIBERATION'S RECOMMENDATION, JUST SIGN THIS PROXY; NO BOXES
NEED TO BE CHECKED.
The undersigned hereby acknowledges receipt of the Proxy Statement
of Liberation Investments, L.P. and Liberation Investments Ltd.
dated October [___], 2003.
DATED: ___________________________, 2003
Signature: _____________________________
Signature, if held jointly:
________________________________________
Title or Authority:
________________________________________
Joint owners should each sign
personally. If signing as attorney,
executor, administrator, trustee or
guardian, please include your full
title. If a corporation, please sign in
corporate name by authorized officer. If
a partnership, please sign in
partnership name by authorized person.
This proxy votes all shares held in all
capacities.