-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FGM/k286SHpnh10C07bjPJlxfAULTogvmZNo0wthtWuqlPFFUllZvVJnD/KRWWKx 1qPNf1fGDhPJ30HaiOzpqQ== 0001015426-96-000012.txt : 19960826 0001015426-96-000012.hdr.sgml : 19960826 ACCESSION NUMBER: 0001015426-96-000012 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960823 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL JENSEN INC CENTRAL INDEX KEY: 0000853261 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 133346656 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19779 FILM NUMBER: 96619597 BUSINESS ADDRESS: STREET 1: 25 TRI STATE INTERNATIONAL OFFICE CENTER STREET 2: STE 400 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 BUSINESS PHONE: 7083173700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMERSON RADIO CORP CENTRAL INDEX KEY: 0000032621 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 223285224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: NINE ENTIN RD STREET 2: PO BOX 430 CITY: PARSIPPANY STATE: NJ ZIP: 07054-0430 BUSINESS PHONE: 2018845800 FORMER COMPANY: FORMER CONFORMED NAME: MAJOR ELECTRONICS CORP DATE OF NAME CHANGE: 19770921 DFAN14A 1 FOR: EMERSON RADIO CORP. 9 Entin Road Parsippany, N.J. 07054-0430 CONTACT: Eugene I. Davis (201) 428-2000 KCSA INVESTOR Adam I. Friedman/Joseph A. Mansi CONTACT: (212) 682-6300 ext. 215/205 FOR IMMEDIATE RELEASE EMERSON RADIO CORP. ANNOUNCES DECISION OF DELAWARE CHANCERY COURT Parsippany, N.J., August 21, 1996 -- Emerson Radio Corp. (AMEX: MSN) announced that the Delaware Chancery Court, late yesterday, denied its motion for a preliminary injunction as well as a motion for a preliminary injunction brought on behalf of the stockholders of International Jensen Incorporated ("Jensen"). This decision was based on an expedited hearing with a limited record. Both of such motions sought to enjoin the consummation of Jensen's proposed merger with Recoton Corporation ("Recoton") and the related sale of Jensen's original equipment business to a corporation wholly-owned by its Chairman and CEO, Robert G. Shaw. Emerson is working on an appeal of the Court's decision. While the Court has denied the motions for preliminary injunction, it has not made a final determination on the merits and the suit remains pending. Emerson is currently soliciting proxies in opposition to the Recoton/Shaw transactions and continues to propose alternatives it believes would offer higher value to Jensen's public stockholders. Prior to Emerson's attempts to acquire Jensen, Jensen's stockholders were to receive $8.90 per share in cash and Recoton stock. As a result of Emerson's involvement, Jensen's public stockholders are to receive at least $11.00 per share in cash, with Emerson still proposing as an alternative a merger in which Jensen's stockholders would be paid $12.00 per share. Emerson is seeking the support of these stockholders to oppose the Recoton/Shaw transactions and to support Emerson's offers. In addition, Emerson is seeking an injunction in Chicago Federal Court to enjoin the holding of Jensen's Special Meeting of Stockholders on August 28, 1996, which is being held to vote on the Recoton merger, and to enjoin the use of proxies by Jensen, which Emerson believes are being obtained in violation of the federal proxy anti-fraud rules. Emerson is also reviewing the situation and exploring its other alternatives. Emerson Radio Corp., founded in 1948, is one of the nation's largest volume consumer electronics distributors with a recognized trademark in continuous use since 1912. The Company designs and markets, internationally, full lines of televisions and other video products, microwave ovens, audio, car audio, home theater, home and personal security products and timepieces. ### -----END PRIVACY-ENHANCED MESSAGE-----