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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>
FOR: EMERSON RADIO CORP.
9 Entin Road
Parsippany, N.J. 07054-0430
CONTACT: Eugene I. Davis
(201) 428-2000
KCSA INVESTOR Adam I. Friedman/Joseph A. Mansi
CONTACT: (212) 682-6300 ext. 215/205
FOR IMMEDIATE RELEASE
EMERSON RADIO CORP. ANNOUNCES
SUPPORT OF MAJORITY OF NON-AFFILIATED
STOCKHOLDERS OF INTERNATIONAL JENSEN INCORPORATED
PARSIPPANY, N.J., August 28, 1996 -- Emerson Radio Corp. (AMEX: MSN) announced
that, excluding shares held by Robert G. Shaw and William Blair Leveraged
Capital Fund, L.P. ("Blair"), affiliates of International Jensen Incorporated
("Jensen"), almost twice as many shares present for quorum purposes at the
meeting either voted against Jensen's merger with Recoton Corporation
("Recoton") and the related sale of Jensen's original equipment manufacturing
business to a corporation owned by Mr. Shaw or voted abstained than voted in
favor of such transactions. Of those shares which were voted, more shares were
voted against the merger than in favor.
Mr. Eugene I. Davis, President of Emerson Radio Corp., in response to
this vote, stated, "While we regret not being able to purchase Jensen in what
we believe was a higher and better transaction to Jensen's public stockholders,
we at Emerson appreciate the support we have received from the truly
independent stockholders of Jensen. We believe that the Jensen stockholders
have conveyed to Jensen's management their displeasure with Jensen's treatment
of Emerson and its higher offers to acquire Jensen. While the Courts have
chosen not to interfere with Jensen's merger with Recoton, Jensen's
stockholders have shown their support for Emerson's efforts and their
dissatisfaction with Jensen's sale process, which was weighted from the outset
in favor of any transaction which Mr. Shaw and Blair sought to pursue.
Emerson's offers were consistently the highest offers on the table, and Emerson
has had, and continues to presently have, the ability to finance its offers.
Emerson intends to actively pursue its claims for damages from Jensen/Recoton
and related parties."
Emerson Radio Corp., founded in 1948, is one of the nation's largest
volume consumer electronics distributors with a recognized trademark in
continuous use since 1912. The Company designs and markets, internationally,
full lines of televisions and other video products, microwave overs, audio, car
audio, home theater, home and personal security products and timepieces.
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