UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
InterTAN, Inc.
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Name of Issuer)
Common Stock
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(Title of Class of Securities)
461120
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(CUSIP Number)
Mark C. Hill, Vice President and Secretary
Trans World Electronics, Inc.
100 Throckmorton Street, Suite 1900
Fort Worth, Texas 76102
(817) 415-3924
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 11, 1997
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(Date of Event which Requires Filing of Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
<PAGE>
CUSIP NO. 461120 Pages 2 of 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANS WORLD ELECTRONICS, INC. IRS # 75-0035470
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 SOLE VOTING POWER
NUMBER OF 1,449,007
SHARES
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OWNED BY 8 SHARED VOTING POWER
EACH NONE
REPORTING
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PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,449,007
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,449,007
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.72%[= 1,449,007/all outstanding common
plus warrants]
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14 TYPE OF REPORTING PERSON*
CO
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(2)
<PAGE>
CUSIP NO. 461120 Pages 3 of 4
Item 1 is hereby Amended as follows:
Item 1. Security and Issuer
InterTAN Inc., a Delaware corporation ("InterTAN") common stock, par value
$1.00 per share.
Principal executive officers of InterTAN:
Name and Title Address
James T. Nichols 201 Main Street, Suite 1805
President and Chief Fort Worth, Texas 76102
Executive Officer
James G. Gingerich 201 Main Street, Suite 1805
Senior Vice President, Fort Worth, Texas 76102
Chief Financial Officer
David Goldberg 201 Main Street, Suite 1805
Vice President, Fort Worth, Texas 76102
Secretary and General Counsel
Douglas C. Saunders 201 Main Street, Suite 1805
Vice President, Fort Worth, Texas 76102
Corporate Controller
Item 2 is hereby Amended as follows:
Item 2. Identity and Background
(a) Name of Filing Person:
Trans World Electronics, Inc.
(b) Business Address of Filing Person:
100 Throckmorton Street, Suite 1800
Fort Worth, Texas 76102
(c) Principal Occupation:
Not Applicable
(d) Certain Criminal Proceedings:
Not Applicable. Filing Person has not been convicted of a violation
of any state or federal securities laws in one of the named types of
criminal proceedings during the last five calendar years.
(e) Certain Civil Proceedings:
Not Applicable. Filing Person has not been a party to any civil
proceeding involving a judgment, decree or final order enjoining
future violations of or prohibiting or mandating certain actions
subject to state or federal securities laws or finding any violations
with respect to such laws.
(f) Jurisdiction of organization:
A Texas corporation
(3)
<PAGE>
CUSIP NO. 461120 Pages 4 of 4
Item 4 is hereby amended as follows:
Item 4. Purpose of Transaction
InterTAN has issued Warrants to purchase 1,449,007 shares of InterTAN
common stock, par value $1.00 per share (the "Warrants") to Trans World
Electronics, Inc. ("TWE") pursuant to a Warrant Agreement dated August 5, 1993
between InterTAN and TWE (the "Warrant Agreement"). The Warrants are presently
exercisable at the exercise price of $6.618 per share. The Warrants were issued
as partial consideration for TWE's agreement to acquire certain debt of InterTAN
and its subsidiaries, and for the renewal of certain license agreements between
Tandy Corporation ("Tandy") and InterTAN and a Merchandise Agreement between A&A
International, Inc. and InterTAN.
The Warrants have been registered with the Securities Exchange Commission.
In addition, TWE, Tandy and InterTAN, have entered into a letter of intent
on November 11, 1997 providing that TWE will not effect any transactions
regarding the Warrants until InterTAN repays the Series A Promissory Note or
December 31, 1997, whichever occurs earlier. If InterTAN repays in full the
Series A Promissory Note on or before 12/31/97 TWE will surrender all 1,449,007
Warrants to InterTAN for cancellation.
There can be no assurance that this early repayment will occur given that
the consummation of this transaction is subject to a number of conditions
including InterTAN's obtaining third party consents.
If the transaction does not occur, Tandy will continue to hold the
Warrants for investment purposes.
Item 5 is hereby amended as follows:
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percent of Class of Securities: Warrants to
acquire 1,449,007 shares of InterTAN common stock which is
approximately 10.72% of the InterTAN common stock outstanding
(including warrants).
(b) Sole Voting and Dispositive Power:
1,449,007 shares.
(c) Transactions in Common Stock During the Next Sixty Days: See Response
to Item 4.
(d) Other Persons with Right to Receive or Direct the Receipt of
Dividends From, or The Proceeds From the Sale of Such Securities:
None.
(e) Date on Which Person Ceased to Own Securities: Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to Be Filed as Exhibits
(1) Not Applicable
(2) a) Warrant Agreement
b) Registration Rights Agreement
c) Warrant Certificate
(3) Not Applicable
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 25, 1997 ________________________________________
Dwain H. Hughes
Vice President and
Treasurer
(4)
