SECURITIES AND EXCHAGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934
INTERTAN, INC.
(Name of Subject Company (Issuer))
WINSTON ACQUISITION CORP.
a wholly owned subsidiary of
CIRCUIT CITY STORES, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
461120 10 7
(CUSIP Number of Class of Securities)
W. Stephen Cannon
Senior Vice President, General Counsel and Secretary
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Telephone: (804) 527-4000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
D. Michael Jones
McGuireWoods LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
--------------------------------------------------------
Form or Registration No.:
------------------------------------------------------
Filing Party:
------------------------------------------------------------------
Date Filed:
--------------------------------------------------------------------
X Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
X third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer:
Item 12. Exhibits
(a)(5)(A) Press Release Issued by Circuit City Stores, Inc. on March 31, 2004*
(a)(5)(B) Electronic Mail Announcement to Circuit City Associates, dated March
31, 2004*
(a)(5)(C) Questions & Answers*
(a)(5)(D) Script for Conference Call held on March 31, 2004*
(a)(5)(E) Transcript of Conference Call held on March 31, 2004
* Incorporated by reference to the Schedule TO-C filed by Circuit City
Stores, Inc. on March 31, 2004.
EXHIBIT INDEX
Exhibit Exhibit Name
(a)(5)(A) Press Release Issued by Circuit City Stores, Inc. on March 31, 2004*
(a)(5)(B) Electronic Mail Announcement to Circuit City Associates, dated March
31, 2004*
(a)(5)(C) Questions & Answers*
(a)(5)(D) Script for Conference Call held on March 31, 2004*
(a)(5)(E) Transcript of Conference Call held on March 31, 2004
* Incorporated by reference to the Schedule TO-C filed by Circuit City
Stores, Inc. on March 31, 2004.