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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
INTERTAN, INC.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
461120 10 7
(CUSIP Number)
Michael S. Katz, 2 American Lane, Greenwich, Connecticut 06836
(203) 861-8489
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the statement . (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
Continued on the Following Pages)
Page 1 of 9 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sunrise Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Debentures convertible into 1,496,604 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Debentures convertible into 1,496,604 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Debentures convertible into 1,496,604 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dawn General Partner Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Debentures convertible into 1,496,604 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Debentures convertible into 1,496,604 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Debentures convertible into 1,496,604 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paloma Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Debentures convertible into 1,496,604 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Debentures convertible into 1,496,604 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
Debentures convertible into 1,496,604 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S. Donald Sussman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Debentures convertible into 1,496,604 shares
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Debentures convertible into 1,496,604 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Debentures convertible into 1,496,604 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 6 of 9 Pages
The Schedule 13D initially filed on September 23, 1993 by (i)
River Road International, L.P., a Delaware limited partnership ("RRI"),
(ii) River Road Capital Management, a Delaware general partnership, (iii)
River Road Partners, a Connecticut general partnership, and (iv) Mr. S.
Donald Sussman, relating to the Common Stock, par value $1.00 per share
(the "Shares"), of InterTAN, Inc. (the "Company"), is hereby amended as
follows:
Item 2. Identity and Background.
(a) In October 1994, RRI was merged into Sunrise Partners,
L.P., a Delaware limited partnership and the predecessor to Sunrise
Partners L.L.C., a Delaware limited liability company ("Sunrise").
Pursuant to the merger, the 9% Convertible Subordinated Debentures due
August 30, 2000 (the "Debentures") owned by RRI were transferred to
Sunrise. The Debentures may be deemed to be beneficially owned by (i)
Sunrise, (ii) Dawn General Partner Corp., a Delaware corporation ("Dawn"),
(iii) Paloma Partners L.L.C., a Delaware limited liability company
("PPC"), and (iv) Mr. Sussman, with respect to the Shares beneficially
owned by each of the entities named in (i) through (iii) above.
The member-managers of Paloma Partners L.L.C. are Dawn and
PPC. Mr. Sussman is the sole director, executive officer and stockholder
of Dawn. The member-managers of PPC are Mr. Sussman and Sundown Corp., a
Delaware corporation ("Sundown"). Mr. Sussman is the sole director,
executive officer and stockholder of Sundown.
(b) The address of the principal business and principal
office of Sunrise, Dawn, Paloma Partners L.L.C., PPC and Sundown and the
business address of Mr. Sussman is 2 American Lane, Greenwich, Connecticut
06836.
(c) The principal business of Sunrise is that of a private
investment limited liability company engaged in the purchase and sale of
securities for investment for its own account. The principal business of
Dawn is to serve as member-manager of Sunrise. The principal business of
Paloma Partners L.L.C. is that of a private investment limited liability
company engaged in the purchase and sale of securities for investment for
its own account. The principal business of PPC is to serve as a member-
manager of Paloma Partners L.L.C. The principal business of Sundown is to
serve as a member-manager of PPC.
(d) None of Sunrise, Dawn, Paloma Partners L.L.C., PPC or
Sundown has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of Sunrise, Dawn, Paloma Partners L.L.C., PPC or
Sundown has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Sunrise owns beneficially
$12,605,000 principal amount (Cdn.) of Debentures. The Debentures are
convertible into approximately 1,496,604 Shares (118.731 Shares per $1,000
principal amount). Assuming conversion of the Debentures, Sunrise would
own approximately 1,496,604 Shares constituting approximately 11.65% of
the outstanding Shares (based upon 12,845,901 Shares which would be
outstanding upon conversion of the Debentures).
Sunrise, Dawn, Paloma Partners L.L.C. and Mr. Sussman own no
Shares or Debentures directly. By reason of the provisions of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Act"),
Sunrise, Dawn, Paloma Partners L.L.C. and Mr. Sussman may be deemed to own
beneficially all of the Debentures owned by Sunrise and 1,496,604 Shares
issuable upon conversion of the Debentures, or approximately 11.65% of the
Shares outstanding.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 7 of 9 Pages
The percentages used herein are calculated based upon the
11,349,297 Shares issued and outstanding at October 31, 1996 as stated by
the Company in its Quarterly Report on Form 10-Q for its fiscal quarter
ended September 30, 1996 as filed with the Securities and Exchange
Commission by the Company on November 14, 1996 (which is the most recent
document so filed by the Company).
(b) Sunrise has the power to vote and to dispose of the
Shares beneficially owned by it, which power may be exercised by its
member-managers, Dawn and Paloma Partners L.L.C., in the case of Dawn,
acting through Mr. Sussman, and in the case of Paloma Partners L.L.C.,
acting through its member-manager PPC, that acts through Mr. Sussman or
Sundown, that, in turn, acts through Mr. Sussman.
(c) On February 1, 1997, Sunrise made an in-kind
distribution to a withdrawing member, that includes $2,212,000 principal
amount (Cdn.) of the Debentures. No other transactions in the Debentures
or the Shares were effected by any member of the Group during such period.
(d) No person other than the respective owner referred to
herein is known to have the right to receive or the power to direct the
receipt of dividends from or proceeds of the sale of Shares.
Item 7. Materials to be Filed as Exhibits.
(a) There is filed herewith as Exhibit 1 a written
agreement relating to the filing of joint acquisition statements as
required by Rule 13d-1(f)(1) of the Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February __, 1997
Sunrise Partners L.L.C.
By: Dawn General Partner Corp.,
a member-manager
By: __________________________
By: Paloma Partners L.L.C.
By: Paloma Partners Company L.L.C.,
member-manager
By: __________________________
____________________________
S. Donald Sussman
<PAGE>
SCHEDULE 13D
CUSIP No. 461120 10 7
Page 9 of 9 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing amendment to
Schedule 13D on behalf of the undersigned and that all subsequent
amendments to Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and
accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows
or has reason to believe that such information is inaccurate.
Dated: February __, 1997.
Sunrise Partners L.L.C.
By: Dawn General Partner Corp.,
a member-manager
By: __________________________
By: Paloma Partners L.L.C.
By: Paloma Partners Company L.L.C.,
member-manager
By: __________________________
____________________________
S. Donald Sussman
