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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
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
$55,560,890
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
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IN THE SUPREME COURT OF THE STATE OF DELAWARE
EMERSON RADIO CORP.,
Plaintiff Below- No. 866, 1996
Appellant,
v. Court Below - Court of
Chancery of the State of
INTERNATIONAL JENSEN Delaware in and for New
INCORPORATED, ROBERT G. Castle County
SHAW, DAVID G. CHANDLER, C.A. No. 15130
DONALD W. JENKINS, ROBERT H.
JENKINS, NORMAN H. McMILLAN,
WILLIAM BLAIR, LEVERAGED
CAPITAL FUND, L.P., RC
ACQUISITION SUB, INC., IJI
ACQUISITION CORP., and
RECOTON CORPORATION,
Defendants Below-
Appellees.
Submitted: August 22, 1996
Decided: August 23, 1996
Before WALSH, HOLLAND and BERGER, Justices.
ORDER
This 23 day of August, 1996, it appears to the Court that:
1) Appellant, Emerson Radio Corp. ("Emerson"), has petitioned
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this Court, pursuant to Supreme Court Rule 42, to accept an appeal from an
interlocutory order of the court of Chancery entered on August 20, 1996. The
trial court denied emerson's motion for a preliminary injunction in an action
challenging the proposed merger of International Jensen Incorporated
("Jensen") into Recoton Corporation ("Recoton"). The stockholder vote on the
proposed merger and related transactions is scheduled to be held on August
28, 1996.
2) Emerson has expressed interest in acquiring Jensen over the past
eight months. It claims that Jensen's directors conducted an "improper and
discriminatory auction." The Court of Chancery, in its 45 page opinion, held
that Emerson failed to establish a likelihood of success on the merits and
that the risk of harm from an injunction "significantly outweighs" its
potential benefit.
3) On August 21, 1996, the Court of Chancery refused to certify the
interlocutory appeal. The trial court held that the denial of the
preliminary injunction involved the application of settled law and that the
decision did not establish a legal right or meet any of the requirements of
Supreme Court Rule 41.
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4) This Court has considered the opinion of the Court of Chancery
denying the preliminary injunction, the order denying Emerson's application
for certification of an interlocutory appeal, Emerson's notice of appeal and
the response thereto.
5) Interlocutory appeals are addressed to the discretion of this Court
and are accepted only in exceptional circumstances. Supr. Ct. R. 42(b). In
the exercise of its discretion, this Court has concluded that the
application for interlocutory review does not meet the requirements of
Supreme Court Rule 42 and should be refused. In light of this conclusion,
Emerson's related applications for expedited appeal and for a stay pending
appeal are moot.
NOW, THEREFORE, IT IS HEREBY ORDERED that the within interlocutory
appeal be, and the same hereby is , REFUSED.
BY THE COURT.
/s/ Carolyn Berger
------------------------------
Justice
3
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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 23, 1996
DELAWARE SUPREME COURT
RULES IN FAVOR OF INTERNATIONAL JENSEN
LINCOLNSHIRE, IL AUGUST 23, 1996 -- INTERNATIONAL JENSEN INCORPORATED
("Jensen") (Nasdaq National Market: IJIN) announced today that the Delaware
Supreme Court ruled in its favor by denying Emerson Radio Corp.'s
interlocutory appeal.
As previously announced, Jensen's shareholders are scheduled to vote on
Recoton Corporation'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.
