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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No. 4)
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Filed by the Registrant /X/
<S> <C> <C> <C>
Filed by a Party other than the Registrant / /
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Check the appropriate box:
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/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/ / Definitive Proxy Statement Only (as permitted by Rule 14a-b(e)(2))
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12
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INTERNATIONAL JENSEN INCORPORATED
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(Name of Registrant as Specified in Its Charter)
MARC T. TANENBERG, VICE PRESIDENT
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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<S> <C> <C>
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2).
/ / $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:
$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:
$55,560,809
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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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INTERNATIONAL JENSEN INCORPORATED
25 TRI-STATE INTERNATIONAL OFFICE CENTER, SUITE 400
LINCOLNSHIRE, ILLINOIS 60069
AUGUST 14, 1996
DEAR STOCKHOLDER:
We recently reviewed proxy materials circulated by Emerson Radio Corp.
soliciting proxies in opposition to the offer by Recoton Corporation to purchase
Jensen at a price of $11 per share to public stockholders. WE ARE AMAZED AT THE
COLLECTION OF MISLEADING STATEMENTS, OMISSIONS AND SELF-SERVING, UNSUBSTANTIATED
"OPINIONS" AND "BELIEFS" WE FEEL ARE INCLUDED IN EMERSON'S PROXY MATERIALS.
Rather than waste your time identifying each instance of their inaccuracies, we
would like to focus on what we believe are Emerson's two key issues: (a) that
you would be better off defeating the Recoton transaction to show support for
Emerson and its proposals, and (b) that multiple parties to the Recoton
transaction colluded in an attempt to sell the OEM Business at a "substantial
discount" to its fair valuation. In the end, we believe you will conclude, as
we have, that the Recoton transaction is in the best interests of Jensen's
Stockholders and that Emerson and its proposals are unworthy of your support.
EMERSON'S FIRST ISSUE
Emerson is asking you to vote to defeat the Recoton transaction which
our financial advisor, Lehman Brothers, an internationally respected investment
banking firm, has determined to be fair from a financial point of view to
Jensen's Stockholders. Upon Stockholder approval at the Special Meeting to be
held on August 28, 1996, the Recoton transaction is scheduled to immediately
close and you will be able to obtain the purchase price for your Jensen shares
promptly thereafter.
Consider the implications of what Emerson is asking you to do. Emerson
is asking you to reject the Recoton transaction and thereby support an Emerson
bid, even though:
- Stockholders holding 63% of Jensen's shares have stated that
they WILL NOT VOTE IN FAVOR of any of the existing Emerson
proposals.
- Jensen's Special Committee CANNOT, AS A MATTER OF DELAWARE LAW,
recommend any of Emerson's recent multi-tiered proposals, as
explained in our proxy statement.
- Emerson's recent financial performance and the EXPIRATION OF A
COMMITMENT constituting a major portion of Emerson's proposed
financing increases our concern about Emerson's ability to
finance any of its proposals to acquire Jensen.
- Emerson has continually refused to negotiate a transaction with
Jensen which could be recommended to our Stockholders (and
instead persists in attacking the validity of the contractual
commitments of Jensen and our Stockholders).
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WE ARE NOT ALONE IN OUR BELIEF THAT THE RECOTON TRANSACTION IS IN THE
BEST INTEREST OF OUR STOCKHOLDERS. EARLIER THIS WEEK INSTITUTIONAL SHAREHOLDER
SERVICES ("ISS"), THE LEADING INDEPENDENT ORGANIZATION SPECIALIZING IN PROXY
VOTING ANALYSIS, AND ADVISOR TO MANY MAJOR INSTITUTIONAL INVESTORS, RECOMMENDED
A VOTE "FOR" THE RECOTON TRANSACTION.
If the Recoton transaction is defeated, there is no guarantee that
Emerson will actually follow through and make an offer that could be recommended
by Jensen's Special Committee or would be approved by Jensen's Stockholders.
It is important to note that there is no assurance that Emerson, which
reported a fourth quarter loss of $7.7 million (and approximately a $14 million
loss for the year ended March 31, 1996), has the ability to finance an
acquisition of Jensen. In Emerson's proxy materials and elsewhere, Emerson
refers to potential financing sources. HOWEVER, THE FINANCING COMMITMENT FROM
BANKERS TRUST, WHICH EMERSON HAD PREVIOUSLY DELIVERED TO LEHMAN BROTHERS AND
WHICH CONSTITUTED A MAJOR PORTION OF EMERSON'S FINANCING, HAS NOW EXPIRED, AND
WE RECENTLY LEARNED THAT BANKERS TRUST, WHICH ACTED AS EMERSON'S FINANCIAL
ADVISOR, RESIGNED FROM THAT POSITION IN EARLY JULY 1996. Emerson has not
disclosed this significant development in its recently available proxy
materials.
The Special Committee of Jensen's Board of Directors negotiated in good
faith with Emerson throughout the process and was unable to reach agreement on a
number of critical issues which we described in our proxy statement. Nothing
has changed in this regard. Emerson has made no attempt to compromise its
position on any of the open issues.
THERE IS ONLY ONE DEAL CURRENTLY ON THE TABLE AND THAT IS THE SALE OF
JENSEN TO RECOTON. THERE IS NO ASSURANCE THAT ANY OF THE EXISTING EMERSON
OFFERS - EACH OF WHICH HAS BEEN REJECTED BY THE SPECIAL COMMITTEE AND YOUR BOARD
OF DIRECTORS - WOULD EVER BE COMPLETED.
EMERSON'S SECOND ISSUE
Emerson claims the Recoton transaction is the result of improper
collusion on the part of Jensen's Board of Directors, Lehman Brothers, William
Blair Leveraged Capital Fund and others. Part of Emerson's theory is that all
of these separate entities or people have improperly come together to sell
Jensen's OEM Business to Mr. Robert Shaw, Jensen's Chief Executive Officer, at a
"substantial discount" to its fair valuation. NOTHING COULD BE FURTHER FROM THE
TRUTH. As a matter of fact:
- Lehman Brothers has concluded that the direct and indirect
consideration being received by Jensen in its sale of the OEM
Business to Mr. Shaw is $25.4 million, an amount which is $5.0
million MORE than what Emerson has offered to purchase the OEM
Business.
- Jensen's Board includes three independent outside directors who
serve on its Special Committee and who have unanimously approved
the Recoton transaction and the sale of the OEM Business.
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- Mr. Shaw agreed to purchase the OEM Business only because
Recoton required the sale of the OEM Business as a condition to
its acquisition of Jensen.
- Neither William Blair nor the William Blair Leverage Capital
Fund will have any financial interest, direct or indirect, in
the OEM Business if the Recoton merger is approved. Blair's
support of the Recoton transaction is based on its belief that
the Recoton deal is the best value for all Stockholders and that
an Emerson transaction does not have a high probability of being
consummated. BLAIR HAS AGREED TO VOTE ALL OF ITS SHARES -
APPROXIMATELY 26% OF JENSEN'S TOTAL OUTSTANDING SHARES - IN
FAVOR OF THE RECOTON TRANSACTION.
EMERSON IS DESPERATE. It is seeking injunctions in both Chicago Federal
District Court and Delaware State Court to prevent you from receiving the
purchase price from Recoton for your shares. It is now asking that you vote
against the Recoton transaction even though there are serious doubts that a
transaction with Emerson would or could ever occur.
DO NOT BE MISLED BY EMERSON. WE BELIEVE THAT THROUGH THE BUYER SEARCH
AND BIDDING PROCESS THAT WAS CONDUCTED, WE HAVE SUCCEEDED IN DELIVERING A
VALUABLE OPPORTUNITY TO JENSEN'S STOCKHOLDERS. REMEMBER, THE SPECIAL MEETING IS
LESS THAN TWO WEEKS AWAY, ON WEDNESDAY, AUGUST 28, 1996. UPON STOCKHOLDER
APPROVAL AND CLOSING OF THE TRANSACTION, RECOTON IS READY TO PAY YOU PROMPTLY
FOR YOUR SHARES.
THE VALUE OF YOUR INVESTMENT IS AT STAKE.
PLEASE VOTE "FOR" THE RECOTON TRANSACTION, ON THE WHITE PROXY CARD
PROVIDED BY JENSEN, AND DO NOT RETURN ANY BLUE CARD TO EMERSON.
FAILURE TO APPROVE THE RECOTON TRANSACTION COULD RESULT IN NO PAYMENT
FOR YOUR SHARES IF JENSEN IS NOT SOLD.
Thank you for your continuing support.
Sincerely,
INTERNATIONAL JENSEN INCORPORATED
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY FORM IN THE ENCLOSED ENVELOPE.
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IMPORTANT
IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKERAGE FIRM, ONLY
SUCH ENTITY CAN SIGN A PROXY ON YOUR BEHALF, AND ONLY UPON RECEIPT OF YOUR
SPECIFIC INSTRUCTIONS. PLEASE RETURN THE ENCLOSED WHITE JENSEN PROXY TO YOUR
BROKER OR BANK, AND CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO ENSURE
THAT A WHITE JENSEN PROXY IS EXECUTED ON YOUR BEHALF.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CONTACT THE FINANCIAL RELATIONS BOARD, WHICH IS ASSISTING US IN THE
SOLICITATION OF PROXIES, AT THE FOLLOWING LOCATIONS AND PHONE NUMBERS.
IN CHICAGO: IN NEW YORK:
(312) 266-7800 (212) 661-8030
(CALL COLLECT) (CALL COLLECT)
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