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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 4)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INTERNATIONAL JENSEN INCORPORTED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MARC T. TANENBERG, VICE PRESIDENT
- --------------------------------------------------------------------------------
(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, par value $.01 per share
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2) Aggregate number of securities to which transaction applies:
5,738,132
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
$11.00 for 2,138,778 shares plus $8.90 for 3,599,354 shares
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4) Proposed maximum aggregate value of transaction:
$55,560,890
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5) Total fee paid:
$11,113
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/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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FOR FURTHER INFORMATION:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD - CHICAGO
MARC T. TANENBERG MIKE ARNETH
VICE PRESIDENT - FINANCE GENERAL INFORMATION
(847) 317-3700 (312) 266-7800
FOR IMMEDIATE RELEASE
AUGUST 22, 1996
INTERNATIONAL JENSEN WINS DELAWARE
COURT FIGHT AGAINST EMERSON RADIO
LINCOLNSHIRE, IL AUGUST 21, 1996 -- INTERNATIONAL JENSEN INCORPORATED ("Jensen")
(Nasdaq National Market: IJIN) announced today that the Delaware Chancery Court
ruled in its favor by denying the motions for preliminary injunction which had
been filed by Emerson Radio Corp. and certain Jensen shareholders seeking, among
other things, to enjoin Jensen's proposed merger with Recoton Corporation.
The Delaware Court rejected Emerson's attempt to stop the Recoton
transaction. The Court found that an injunction against the Recoton transaction
would create a substantial risk of harm to Jensen's shareholders, stating as
follows:
"If [the Recoton] transaction is enjoined, there is a risk that
Recoton may depart the scene, leaving only Emerson in the
picture. Given the history, there is no demonstrated likelihood
that any other bidder will enter the fray. Yet an auction in
which Emerson is the only likely bidder creates a plausible risk
that in the end there may be no transaction with anyone. That is
because Emerson presently has no financing, and there is no
showing that Emerson will be able to finance its present bid or
any future higher bid if this Court requires the auction process
to begin anew."
The Court also disagreed with Emerson's argument that the auction process
was unfair, concluding that the Jensen Special Committee, which evaluated the
competing proposals from Recoton and Emerson, "meticulously conducted itself in
good faith, was motivated to obtain the highest available value, and at all
times sought to act in an informed manner."
In addition, the Court stated that "for months, the Jensen Special
Committee has negotiated with [Recoton and Emerson], and Jensen now has in hand
a firm transaction with Recoton at the highest available price that has been
offered thus far." In reaching this conclusion, the Court noted that the
Emerson proposal to pay $12 per share to the public shareholders (and less to
Mr. Shaw and William Blair Leveraged Capital Fund (the "Blair
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Fund")) was not a transaction that was available to the public shareholders due
to the fact that Mr. Shaw and the Blair Fund had not agreed to accept less than
the public shareholders from Emerson. Accordingly, the Court noted that
Mr. Shaw and the Blair Fund would have to be treated equally with the public
shareholders in an Emerson transaction and, to do so, the total consideration
would have to be reallocated. According to the Court, in "a PRO RATA
reallocation, Jensen's public shareholders (as well as Blair Fund and Shaw),
would receive $10.34 per share, not the $12 per share [Emerson] claim[s]. That
$10.34 per share amount is less than the $11 per share that the public
shareholders will receive under the current Recoton/Shaw proposal."
As previously announced, Jensen's shareholders are scheduled to vote on
Recoton's proposal to acquire Jensen for $11.00 per share to Jensen's public
shareholders at a special meeting scheduled to occur on Wednesday, August 28,
1996. Upon shareholder approval at that meeting, the Recoton transaction is
scheduled to close immediately thereafter.
In a separate matter of interest, Jensen also learned that Emerson recently
filed its Form 10-Q for its fiscal quarter ended June 30, 1996, reporting a loss
for the quarter of $4.7 million compared to a loss for the same quarter in the
prior fiscal year of $1.4 million.
