SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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. 5 )*
InterTAN, Inc.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
461120107
(CUSIP Number)
Michael S. Katz, Two American Lane, Greenwich, Connecticut 06836 Tel:
(203)861-8489 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 30, 1999
(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(e), 13d-1(f) or 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 Section 240.13d-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).
(Continued on the Following Pages)
(Page 1 of 7 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 461120107
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sunrise Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
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
634,310
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
634,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dawn General Partner Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
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
634,310
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
634,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paloma Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
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
634,310
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
634,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
S. Donald Sussman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
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
634,310
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
634,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.50%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This statement is filed pursuant to Rule 13d-2(a) with respect to the
common stock, $1.00 par value ("Common Stock"), of InterTAN, Inc. (the "Issuer")
beneficially owned by Sunrise Partners L.L.C. ("Sunrise"), Dawn General Partner
Corp. ("Dawn"), Paloma Partners L.L.C. ("Paloma") and S. Donald Sussman
("Sussman") as of April 21, 1999, and amends the Schedule 13D filed on September
24, 1993, as amended (the "Schedule 13D"). Except as set forth herein, the
Schedule 13D is hereby restated in its entirety.
ITEM 5. Interest in Securities of the Issuer
(a) Sunrise beneficially owns a total of 634,310 shares of Common
Stock, consisting of 159,386 shares of Common Stock and $4,000,000 principal
amount (Cdn.) of the Issuer's 9% Convertible Subordinated Debentures due August
30, 2000 (the "Debentures"), which are convertible into 474,924 shares of Common
Stock, constituting 4.50% of the outstanding shares of Common Stock.
(b) Sunrise has the power to vote and to dispose of the shares of
Common Stock beneficially owned by it, which power may be exercised by its
member managers, Dawn and Paloma (each acting directly or indirectly through
Sussman).
(c) The following transaction was effected by Sunrise during the past
sixty (60) days:
DATE SECURITY AMOUNT OF SHARES BOUGHT APPROX. PRICE PER
SOLD) SHARE (EXCL. OF
COMMISSIONS)
March 15, 1999 Common Stock 118,731* n/a
March 30, 1999 Common Stock 237,462* n/a
March 30, 1999 Common Stock (34,500) $8.875
April 06, 1999 Common Stock (45,000) $9.18
April 07, 1999 Common Stock (30,000) $10.02
April 07, 1999 Common Stock 118,731* n/a
April 08, 1999 Common Stock (45,000) $9.60
April 09, 1999 Common Stock (35,000) $10.25
April 13, 1999 Common Stock (50,000) $11.25
April 13, 1999 Common Stock 237,462* n/a
April 16, 1999 Common Stock (45,000) $11.29
April 19, 1999 Common Stock (60,000) $12.44
*Reflects conversion of Debentures into Common Stock.
The above transactions (other than the conversions) were effected on
the New York Stock Exchange.
(d) No person other than the Reporting Persons 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 of Common Stock.
(e) Sunrise ceased to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock on April 19, 1999.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete, and correct.
Dated: April 21, 1999
SUNRISE PARTNERS L.L.C.
By: Dawn General Partner Corp., as
Manager
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
DAWN GENERAL PARTNER CORP.
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C., as
Manager
By: /s/ Michael J. Berner
Michael J. Berner
Vice President
/s/ S. Donald Sussman
S. Donald Sussman
