<PAGE>
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 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, 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:
------------------------------------------------------------------------
4) Date Filed:
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[LOGO] INSTITUTIONAL
SHAREHOLDER
SERVICES-SM-
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PROXY ALERT: INTERNATIONAL JENSEN, INC.
IJIN (OTC)
SPECIAL MEETING: August 28, 1996
RECORD DATE: July 15, 1996
SECURITY ID: 459721106 (CUSIP) 45972110 (CUSIP)
ALERT: The Delaware Chancery Court has denied the motions for a preliminary
injunction filed by Emerson Radio Corp. and certain International Jensen
shareholders seeking to enjoin Jensen's proposed merger with Recoton Corp.
and the sale of its original equipment manufacturing business to Jensen
Chairman and CEO Robert Shaw. The merger is being put to a shareholder vote
on Aug. 28. The court stated that were the transaction enjoined, there would
be a risk to shareholders that Recoton would abandon any merger plans, and it
would be unlikely that any other bidder would appear on the scene other than
Emerson. Moreover, Emerson presently has no financing and showed no evidence
of being able to fund any future bid. In the discovery taken in connection
with Emerson's motions, it was found that its Bankers Trust bridge loan had
expired on Aug. 2, and its credit line from Congress Financial was
conditioned on the Bankers Trust commitment.
The court also disagreed with Emerson's argument that the auction process was
unfair, noting that Recoton's price of $11.00 per share was the highest price
offered. Although Emerson proposed to pay $12.00 per share to public
shareholders, the transaction offered a lower price to Robert Shaw and the
Blair Fund, which they were unwilling to accept. Accordingly, the court said
that Mr. Shaw and the Blair Fund would have to be treated equally with public
shareholders in an Emerson transaction, which would result in a reallocation
of the total consideration to $10.34 per share.
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International Jensen, Inc. - -C-1996, Institutional Shareholder Services
August 23, 1996 Phone: 301/718-2255
Shirley Westcott, Senior Analyst
