-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6HUINyAV7BzfNu6ZcBbvK/NVVi0DTXjXVfWmtYvqZe37AaIc/lIgnG5As7mU1fa agRZ0qaSRytUPCGLL1SjCw== 0000914121-03-001275.txt : 20031007 0000914121-03-001275.hdr.sgml : 20031007 20031007140613 ACCESSION NUMBER: 0000914121-03-001275 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031007 GROUP MEMBERS: EMANUEL R. PEARLMAN GROUP MEMBERS: LIBERATION INVESTMENTS L.P. GROUP MEMBERS: LIBERATION INVESTMENTS LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERATION INVESTMENT GROUP LLC CENTRAL INDEX KEY: 0001259272 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 11766 WILSHIRE BLVD., STREET 2: SUITE 870 CITY: LOS ANGELES STATE: CA ZIP: 90025 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAN INC CENTRAL INDEX KEY: 0000803227 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 752130875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38005 FILM NUMBER: 03931145 BUSINESS ADDRESS: STREET 1: 279 BAYVIEW DRIVE CITY: BARRIE ONTARIO STATE: A6 ZIP: L4M 4W5 BUSINESS PHONE: 7057286242 MAIL ADDRESS: STREET 1: 279 BAYVIEW DRIVE STREET 2: - CITY: BARRIE ONTARIO STATE: A6 ZIP: L4M 4W5 SC 13D/A 1 li679711-13da4.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 4 InterTAN, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 461120 10 7 -------------------------------------------------------------- (CUSIP Number) Dennis J. Block, Esq. Cadwalader, Wickersham & Taft LLP 100 Maiden Lane New York, NY 10038 (212) 504-5555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 3, 2003 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 2 of 15 - --------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Liberation Investments L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 703,836 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 703,836 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 703,836 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 3 of 15 - --------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Liberation Investments Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 413,364 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 413,364 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,364 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 4 of 15 - --------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Liberation Investment Group, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,117,200 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,117,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,117,200 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO,IA - -------------------------------------------------------------------------------- - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 5 of 15 - --------------------------- -------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Emanuel R. Pearlman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a)[ ] (b)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) N/A - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 1,117,200 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 1,117,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,117,200 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN, HC - -------------------------------------------------------------------------------- - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 6 of 15 - --------------------------- -------------------- INTRODUCTION This Amendment No. 4 relates to the Schedule 13D filed on behalf of (i) Liberation Investments, L.P., a Delaware limited partnership ("LILP"); (ii) Liberation Investments Ltd. ("LILtd"), a private offshore investment corporation; (iii) Liberation Investment Group LLC ("LIGLLC"), a Delaware limited liability company and general partner of LILP and discretionary investment adviser to LILtd; and (iv) Emanuel R. Pearlman, as General Manager, Chief Investment Officer and majority member of LIGLLC (collectively, the "Reporting Persons"), with the Securities and Exchange Commission on August 7, 2003, as amended by Amendment No. 1 filed on August 26, 2003, Amendment No. 2 filed on September 11, 2003 and Amendment No. 3 filed on October 2, 2003 (the "Schedule 13D"). Items 4 and 7 of the Schedule 13D are amended and supplemented as follows: Item 4. Purpose of Transaction. In an effort to take a positive step for the Company and all shareholders and avoid unnecessary costs for the Company, on October 3, 2003, the Reporting Persons sent a letter to the President and Chief Executive Officer of the Company in which the Reporting Persons stated that they would be willing to withdraw their two nominations for election to the Company's board, provided the Company agreed to the following: 1. The Company will immediately announce its current intention to convert to a Canadian Income Trust and also have Scotia Bank continue to solicit potential acquirers of the business. 2. The Company will mail a proxy statement to its shareholders within 120 days seeking shareholder approval to convert to a Canadian Income Trust, which will reserve for the board the right to continuously re-evaluate the best interest of all shareholders. 3. The Company will retain Providence Capital Inc., a highly renowned corporate governance advisor, to help organize an institutional shareholder committee and Providence will invite any shareholder owning in excess of 200,000 shares (which we believe comprise approximately 65-75% of your shareholders) to participate. 4. The institutional shareholder committee will meet and within 60 days will put forth three (3) independent board nominees to be added to the InterTAN Board of Directors. The Company shall choose two of the three and add them to the board. The Reporting Persons' nominees will not seek election in this process. 5. InterTAN management and its chairman shall meet once a quarter with the institutional shareholder committee and update the committee on the Company's efforts to maximize shareholder value. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 7 of 15 - --------------------------- -------------------- A copy of the Reporting Persons' October 3, 2003 letter is attached hereto as Exhibit 10. Item 7. Materials to be Filed as Exhibits. EXHIBIT 10 Letter dated October 3, 2003, from the Reporting Persons to InterTAN, Inc. EXHIBIT 11 Press Release, dated October 5, 2003. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 8 of 15 - --------------------------- -------------------- Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 7, 2003 LIBERATION INVESTMENTS, L.P. By: Liberation Investment Group LLC, general partner By: /s/ Emanuel R. Pearlman ---------------------------- Emanuel R. Pearlman General Manager LIBERATION INVESTMENTS LTD. By: /s/ Emanuel R. Pearlman ---------------------------- Emanuel R. Pearlman Director LIBERATION INVESTMENT GROUP LLC By: /s/ Emanuel R. Pearlman ---------------------------- Emanuel R. Pearlman General Manager Emanuel R. Pearlman /s/ Emanuel R. Pearlman - --------------------------------- - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 9 of 15 - --------------------------- -------------------- Exhibit Index Exhibit No. Description ----------- ----------- 1 -- Letter dated August 8, 2003, from the Reporting Persons to the Corporate Secretary of InterTAN, Inc. notifying the Company of the Reporting Persons' intent to nominate two individuals for election to the Company's Board of Directors at the next annual meeting. (filed as Exhibit 1 to the 13D filed on August 12, 2003) 2 -- Press Release, dated August 12, 2003. (filed as Exhibit 2 to the 13D filed on August 12, 2003) 3 -- Statement with Respect to Joint Filing of Schedule 13D. (filed as Exhibit 3 to the 13D filed on August 12, 2003) 4 -- Letter dated August 25, 2003, from the Reporting Persons to the Board of Directors of InterTAN, Inc. (filed as Exhibit 4 to Amendment No. 1 to the 13D filed on August 26, 2003) 5 -- Press Release, dated August 26, 2003. (filed as Exhibit 5 to Amendment No. 1 to the 13D filed on August 26, 2003) 6 -- Letter dated September 10, 2003, from the Reporting Persons to InterTAN, Inc. (filed as Exhibit 6 to Amendment No. 2 to the 13D filed on September 11, 2003) 7 -- Press Release, dated September 11, 2003. (filed as Exhibit 7 to Amendment No. 2 to the 13D filed on September 11, 2003) 8 -- Press Release, dated September 29, 2003. (filed as Exhibit 8 to Amendment No. 3 to the 13 D filed on October 2, 2003) 9 -- Letter dated September 30, 2003, from the Reporting Persons to InterTAN, Inc. (filed as Exhibit 9 to Amendment No. 3 to the 13 D filed on October 2, 2003) 10 -- Letter dated October 3, 2003, from the Reporting Persons to InterTAN, Inc.* 11 -- Press Release, dated October 5, 2003.* * filed herewith. EX-10 3 li679711-ex10.txt LETTER DATED OCTOBER 3, 2003 - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 10 of 15 - --------------------------- -------------------- EXHIBIT 10 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 3, 2003 BY FACSIMILE AND OVERNIGHT COURIER Mr. Brian Levy President and Chief Executive Officer InterTAN, Inc. 279 Bayview Drive Barrie, Ontario L4M 4W5 Dear Brian: At our recent meeting at the Company's headquarters in Barrie, Ontario, we explained why we believe it is in the best interest of InterTAN stockholders for new directors to be added to the board and for the board to adopt a new strategy to maximize shareholder value, which could include a sale of the Company or conversion to a Canadian Income Trust. It is our understanding that the Company's representatives have told other stockholders that management and the current board intend to pursue the same strategies we and our nominees support. The Company's representatives and two of its current directors also represented this to us at our meeting. At the same time, however, the Company's representatives have told us that they have no intention of allowing our nominees to join the board. We also understand that this view has been shared with other large shareholders as has the fact that the Company is prepared to engage in a costly proxy contest in opposition to our efforts to have shareholders elect two new directors to the board. We have reviewed the Company's preliminary proxy statement and are shocked by the amount of money the Company is willing to spend on a proxy solicitation against an independent shareholder who has no intention of acquiring or taking control of the Company. In our view, there are much better ways for the Company to invest money on behalf of its shareholders. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 11 of 15 - --------------------------- -------------------- In an effort to take a positive step for the Company and all shareholders and avoid unnecessary costs for the Company, we would be willing to withdraw our nominations, provided the Company agrees as follows: 1. The Company will immediately announce its current intention to convert to a Canadian Income Trust and also have Scotia Bank continue to solicit potential acquirers of the business. 2. The Company will mail a proxy statement to its shareholders within 120 days seeking shareholder approval to convert to a Canadian Income Trust, which will reserve for the board the right to continuously re-evaluate the best interest of all shareholders. 3. The Company will retain Providence Capital Inc., a highly renowned corporate governance advisor, to help organize an institutional shareholder committee and Providence will invite any shareholder owning in excess of 200,000 shares (which we believe comprise approximately 65-75% of your shareholders) to participate. 4. The institutional shareholder committee will meet and within 60 days will put forth three (3) independent board nominees to be added to the InterTAN Board of Directors. The Company shall choose two of the three and add them to the board. Our nominees will not seek election in this process. 5. InterTAN management and its chairman shall meet once a quarter with the institutional shareholder committee and update the committee on the Company's efforts to maximize shareholder value. We believe our proposals are in the best interests of all shareholders and will avoid the unnecessary cost and distraction of management time that a proxy fight would cause. At the same time, the Company will be able to retain flexibility to maximize shareholder value and begin the process toward that end. These proposals also allow the Company's large institutional shareholders, who are the most significant owners of the Company, to be able to have appropriate representation on the Company board. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 12 of 15 - --------------------------- -------------------- We look forward to hearing a positive response from you which will allow InterTAN to move forward and create maximum shareholder value. Sincerely, Liberation Investments L.P. By: /s/ Emanuel R. Pearlman ------------------------------------ Liberation Investments Ltd. By: /s/ Emanuel R. Pearlman ------------------------------------ EX-11 4 li679711-ex11.txt PRESS RELEASE, DATED OCTOBER 5, 2003 - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 13 of 15 - --------------------------- -------------------- EXHIBIT 11 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 BOARD Los Angeles, CA - October 5, 2003 - Investment funds Liberation Investments, L.P. and Liberation Investments Ltd. announced today that the following letter was sent to the President and Chief Executive Officer of InterTAN, Inc. (NYSE: ITN) on October 3, 2003: 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 3, 2003 BY FACSIMILE AND OVERNIGHT COURIER - ---------------------------------- Mr. Brian Levy President and Chief Executive Officer InterTAN, Inc. 279 Bayview Drive Barrie, Ontario L4M 4W5 Dear Brian: At our recent meeting at the Company's headquarters in Barrie, Ontario, we explained why we believe it is in the best interest of InterTAN stockholders for new directors to be added to the board and for the board to adopt a new strategy to maximize shareholder value, which could include a sale of the Company or conversion to a Canadian Income Trust. It is our understanding that the Company's representatives have told other stockholders that management and the current board intend to pursue the same strategies we and our nominees support. The Company's representatives and two of its current directors also represented this to us at our meeting. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 14 of 15 - --------------------------- -------------------- At the same time, however, the Company's representatives have told us that they have no intention of allowing our nominees to join the board. We also understand that this view has been shared with other large shareholders as has the fact that the Company is prepared to engage in a costly proxy contest in opposition to our efforts to have shareholders elect two new directors to the board. We have reviewed the Company's preliminary proxy statement and are shocked by the amount of money the Company is willing to spend on a proxy solicitation against an independent shareholder who has no intention of acquiring or taking control of the Company. In our view, there are much better ways for the Company to invest money on behalf of its shareholders. In an effort to take a positive step for the Company and all shareholders and avoid unnecessary costs for the Company, we would be willing to withdraw our nominations, provided the Company agrees as follows: 1. The Company will immediately announce its current intention to convert to a Canadian Income Trust and also have Scotia Bank continue to solicit potential acquirers of the business. 2. The Company will mail a proxy statement to its shareholders within 120 days seeking shareholder approval to convert to a Canadian Income Trust, which will reserve for the board the right to continuously re-evaluate the best interest of all shareholders. 3. The Company will retain Providence Capital Inc., a highly renowned corporate governance advisor, to help organize an institutional shareholder committee and Providence will invite any shareholder owning in excess of 200,000 shares (which we believe comprise approximately 65-75% of your shareholders) to participate. 4. The institutional shareholder committee will meet and within 60 days will put forth three (3) independent board nominees to be added to the InterTAN Board of Directors. The Company shall choose two of the three and add them to the board. Our nominees will not seek election in this process. 5. InterTAN management and its chairman shall meet once a quarter with the institutional shareholder committee and update the committee on the Company's efforts to maximize shareholder value. - --------------------------- -------------------- CUSIP No. 461120 10 7 SCHEDULE 13D Page 15 of 15 - --------------------------- -------------------- We believe our proposals are in the best interests of all shareholders and will avoid the unnecessary cost and distraction of management time that a proxy fight would cause. At the same time, the Company will be able to retain flexibility to maximize shareholder value and begin the process toward that end. These proposals also allow the Company's large institutional shareholders, who are the most significant owners of the Company, to be able to have appropriate representation on the Company board. We look forward to hearing a positive response from you which will allow InterTAN to move forward and create maximum shareholder value. Sincerely, Liberation Investments L.P. By: /s/ Emanuel R. Pearlman ------------------------------------ Liberation Investments Ltd. By: /s/ Emanuel R. Pearlman ------------------------------------ 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. -----END PRIVACY-ENHANCED MESSAGE-----