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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X] [_] Confidential,
for Use of the
Commission Only
(as permitted by
Check the appropriate box: Rule 14a-
6(e)(2))
[_] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTERNATIONAL JENSEN INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
EMERSON RADIO CORP.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: common
stock, $.01 par value per share
(2) Aggregate number of securities to which transaction applies: 5,735,140
shares of common stock
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: $8.90 (3,599,354 shares of common
stock); $11.00 (2,135,786 shares of common stock)
(4) Proposed maximum aggregate value of transaction: $55,527,896
(5) Total fee paid: $11,105.58
[X] Fee paid previously with preliminary materials.
[_] 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:
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<PAGE>
[EMERSON LOGO]
August 20, 1996
Dear International Jensen Stockholder:
WHEN WAS THE LAST TIME THAT SOMEONE TOLD YOU THAT $11 WAS WORTH MORE THAN
$12? This is what Robert Shaw, your company's Chairman, CEO, and
President, wants you to believe. PT Barnum once said "There's a sucker
born every minute." But we believe that Jensen stockholders know the value
of a dollar. You can protect your valuable investment in International
Jensen by signing, dating and returning the enclosed BLUE proxy card today.
DON'T BE MISLED
Through a campaign of scare tactics, distortions and outright untruths,
Jensen management has sought to sell you a transaction that we believe will
leave a hole in your pocketbook, while providing lavish benefits to a
handful of Jensen executives, particularly Bob Shaw. You should know that:
- Shaw has negotiated for himself a sweetheart deal which allows
Shaw to purchase Jensen's original equipment manufacturing
business for only $18.2 million, or approximately $8.2 million
(about $4 per share) below its net book value and well below what
we also believe is its fair market value. This means that Shaw
would receive at least approximately $13 per share in value for
his investment while you and other public stockholders get $11.
Ask yourself why Mr. Shaw is entitled to receive more value for
his Jensen shares than you are.
- Shaw and Jensen have failed to tell you that Lehman Brothers has
not provided the opinion required in the OEM business sales
agreement that the proceeds from the OEM sale are fair from a
financial point of view to Jensen. Instead, their fairness
opinion is offered ONLY IN THE CONTEXT OF THE JENSEN/RECOTON
MERGER and depends upon certain questionable assumptions.{1}
- Shaw has also obtained for himself and senior management
lucrative contracts largely to be paid by Recoton, an entity he
introduced to Lehman Brothers, for "managing" those portions of
the Jensen business to be purchased by Recoton. Recoton is
offering you less for your shares than Emerson, while paying more
to Shaw and his cronies through these lavish management
contracts.
- Shaw would receive additional side benefits in connection with
his purchase of Jensen's OEM business. Under those agreements,
Shaw would supply products to Recoton at escalating prices, in an
industry where prices continue to decline. We believe this is
another example of how Recoton is transferring value to Shaw, in
exchange for his support, to the financial detriment of other
Jensen stockholders.
- Shaw and Jensen have attacked the structure of our proposal.
But, while Shaw and Jensen claimed that our structure could not
be done under Delaware law, their own lawyers admitted in open
court that Delaware law is not clear on this point.
EMERSON STANDS READY TO MAXIMIZE VALUE FOR ALL STOCKHOLDERS
Emerson is ready and willing to pay you a substantial premium for your
shares. Financing is not an issue. While Shaw and Jensen have questioned
our financing commitments, you should know that a representative of Bankers
Trust Company has testified UNDER OATH that financing continues to be
available if Emerson is able to acquire Jensen on similar terms to its
previous offers. Furthermore, Shaw has never demonstrated ANY financing
for his purchase of the OEM business and Shaw has failed to tell you that
under his sweetheart deal he can walk away at no cost to him but with full
reimbursement of his expenses, and he can borrow, risk-free, corporate
assets in the form of Jensen receivables to help fund his purchase.
Emerson is offering $12 for each share owned by public stockholders and has
offered $2.2 million more for Jensen's OEM business than Bob Shaw is
willing to pay. Our offer is clearly financially superior to the self-
dealing transactions between Shaw and Recoton. We believe that the only
obstacle to your receiving full value for your shares is the stubborn
refusal to Jensen's Board to negotiate in good faith.
YOUR BOARD ANSWERS TO YOU
The fact that Shaw and Blair control more than a majority of Jensen's
shares does not relieve them of their fiduciary responsibilities to you.
Although the Board seems to have forgotten that Jensen is not a privately-
run company, under the law it has a duty to maximize value for ALL of
Jensen's stockholders, not just Shaw. Do not provide them with a release
from liability by giving them an affirmative vote.
IT'S NOT A DONE DEAL
Don't be railroaded into accepting less than fair market value for your
investment in International Jensen. Remember the current Recoton deal
requires the separate approval of a majority of Jensen shares VOTED AT THE
MEETING OTHER THAN THOSE OWNED BY SHAW. Consequently International Jensen
stockholders have the power to defeat what we believe is a transaction
designed to benefit Bob Shaw at the expense of other stockholders.
YOUR VOTE IS IMPORTANT
TELL YOUR BOARD THAT YOU WILL NOT ACCEPT LESS THAN FAIR VALUE FOR YOUR
SHARES. PLEASE SIGN, DATE, AND RETURN THE BLUE PROXY CARD TODAY VOTING
AGAINST THE SELF-DEALING RECOTON TRANSACTION.
Thank you for your continuing support.
Sincerely,
Eugene I. Davis
President
IMPORTANT
The Jensen/Recoton merger may be prevented if 10% or more of Jensen's total
outstanding shares exercise their dissenters' rights as permitted by
Delaware law. To exercise your dissenters' rights, you should vote AGAINST
the merger and follow the procedures described in "The Merger--Dissenters
Rights" in Jensen's proxy statement.
If you have any questions or need assistance in voting your shares, please
call Georgeson & Company Inc., toll-free, at 1-800-223-2064.
**FOOTNOTES**
{1}Such assumptions include that the prior sale of the OEM business is
a necessary precondition to the Recoton merger and that the Jensen Board
limited potential purchasers to insiders.
