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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/
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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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/ / $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 SPECIAL COMMITTEE
REJECTS EMERSON RADIO PROPOSAL TO PURCHASE OEM BUSINESS
LINCOLNSHIRE, ILLINOIS, AUGUST 6, 1996 -- INTERNATIONAL JENSEN, INC. (NASDAQ:
IJIN) ("IJI") said today that the Special Committee of the Company's Board of
Directors has determined not to accept the recent proposal from Emerson Radio
Corp. to acquire Jensen's original equipment manufacturing (OEM) business.
In a letter to Emerson, the Special Committee identified several
reasons for rejecting the Emerson proposal. The Special Committee noted that
if the Emerson proposal were accepted, the pending transaction with Recoton
Corp. would be lost since Recoton has advised the Special Committee that it
will not proceed with its proposed transaction if the OEM business is sold to
Emerson. The Special Committee also stated that even if Recoton was willing
to so proceed, Robert G. Shaw, who has entered into an agreement to purchase
the OEM business through a company he controls, would not be willing to
accept $8.90 per share for his shares of IJI (approximately 37% of the
outstanding shares) if the OEM business were sold to another party. To
reallocate the Recoton merger consideration to provide equal treatment for
Mr. Shaw would result in a per share price to the public shareholders of IJI
of less than $11 per share.
The Special Committee further stated in its letter that if the Recoton
merger is lost, IJI's shareholders would be left with only the multi-tiered
Emerson merger proposal. Both Mr. Shaw and the William Blair Leveraged
Capital Fund, the Company's second-largest shareholder (holding approximately
26% of the outstanding shares), have informed the Special Committee they
would not be willing to accept the lesser amount for their shares offered in
the Emerson proposal. The Special Committee believes Delaware law precludes
it from recommending the transaction to shareholders under these conditions
and even if it could recommend such a transaction it could not be
accomplished over the objection of Mr. Shaw and William Blair Leveraged
Capital Fund. Accordingly, the Special Committee noted that to consummate the
Emerson proposal would require a reallocation of the merger consideration
offered by Emerson to treat all shareholders equally, which would result in a
per share price of less than $11 per share provided to the public
shareholders in the Recoton transaction.
In addition to these factors, the Special Committee also stated that its
financial advisor advised it that Emerson's proposal to acquire the OEM
business provides substantially less value to IJI and its shareholders than
the value being provided by Mr. Shaw under the existing agreements, taking
into account all consideration being provided, directly or indirectly.
IJI also announced that Emerson had filed a Complaint on July 30, 1996
in the Court of Chancery of the State of Delaware against IJI and its
directors, William Blair Leveraged Capital Fund and certain affiliates
thereof, and Recoton Corp., seeking to enjoin the consummation of the Recoton
merger, as well as the sale of the OEM business to Mr. Shaw. The Delaware
Chancery Court has scheduled a hearing on a Motion for Preliminary Injunction
by Emerson and by certain stockholders of IJI for August 15, 1996. IJI
believes the Complaint and Motion for Preliminary Injunction are without
basis in fact or law, and IJI intends to oppose the litigation vigorously.
