0001140361-12-034054.txt : 20120726 0001140361-12-034054.hdr.sgml : 20120726 20120726162432 ACCESSION NUMBER: 0001140361-12-034054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120726 DATE AS OF CHANGE: 20120726 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intermec, Inc. CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 0911 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51809 FILM NUMBER: 12987698 BUSINESS ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 BUSINESS PHONE: 425-265-2400 MAIL ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 FORMER COMPANY: FORMER CONFORMED NAME: UNOVA INC DATE OF NAME CHANGE: 19970815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN LLC CENTRAL INDEX KEY: 0000820743 IRS NUMBER: 133156718 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 520 MADISON AVE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124150474 MAIL ADDRESS: STREET 1: 520 MADISON AVE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: CRAMER ROSENTHAL MCGLYNN INC DATE OF NAME CHANGE: 19980601 SC 13D/A 1 formsc13da.htm CRAMER ROSENTHAL MCGLYNN, LLC SC 13D A # 1 7-25-2012 formsc13da.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INTERMEC, INC.
(Name of Issuer)

Common Stock ($0.01 par value)
(Title of Class of Securities)

458786100
 
(CUSIP Number)

Steven A. Yadegari, Esq.
Executive Vice President and General Counsel
Cramer Rosenthal McGlynn, LLC
520 Madison Avenue, New York, NY 10022
(212) 326-5300
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)

July 25, 2012
(Date of Event Which Requires
Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
SCHEDULE 13D/A

CUSIP No.
458786100

1)
NAME OF REPORTING PERSON
    
       
 
Cramer Rosenthal McGlynn, LLC
    
       
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
     
(a)   ¨
     
(b)   x
       
3)
SEC USE ONLY
    
       
4)
SOURCE OF FUNDS
 WC, PF  
       
5)
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
   o
       
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 New York  

NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:

 
7)
SOLE VOTING POWER          
 10,236,047  
         
 
8)
SHARED VOTING POWER
0
  
         
 
9)
SOLE DISPOSITIVE POWER 
 10,706,294  
         
 
10)
SHARED DISPOSITIVE POWER 
 0  

11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 10,706,294  
       
12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
    
       
13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 17.85%  
       
14)
TYPE OF REPORTING PERSON
 IA  
 
 
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The Schedule 13D filed with the Securities and Exchange Commission on May 25, 2012 (the “Initial 13D”), by the Reporting Person with respect to the shares of Common Stock, $0.01 par value (“Common Stock”), of Intermec, Inc. (“Intermec” or the “Company”), is hereby amended to furnish the additional information set forth herein. Except as indicated herein, the information set forth in the Initial 13D remains unchanged.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4.
Purpose of Transaction.

Item 4 of the Initial 13D is hereby amended by adding the following, which supplements the language found in Item 4 of the Initial 13D:

CRM commends the Company’s recently announced restructuring program, which should begin to improve the cost structure and competitiveness of Intermec.  However, CRM views these actions as only initial steps toward improving shareholder value, which taken alone will fall short of what is necessary.  CRM continues to urge management to expeditiously retain an investment banking firm in order to assist in evaluating strategic alternatives, including a sale of the Company.  As noted in our initial filing, it is our continuing view that a sale would be in the best interest of all constituents involved; not only long-term shareholders, but also for employees and customers who would benefit from the Company being part of a larger, more diverse organization. We note that another significant long-term shareholder has published similar opinions as our own and we encourage all shareholders to express their views directly to the Company’s management and to its board of directors.  We would further encourage the Company to publicly respond to these recommendations in due course.
 
Item 5.
Interest in Securities of the Issuer.

Item 5 of the Initial 13D is hereby amended by replacing it in its entirety with the following:

(a) The aggregate percentage of the outstanding Common Stock of the Company reported owned is based upon 59,987,118 shares of Common Stock of the Company outstanding, as reported in the Company’s quarterly report on Form 10-Q filed on May 16, 2012.
 
As investment manager for the Advisory Clients CRM may be deemed to beneficially own the aggregate 10,706,294 shares held by the Advisory Clients. Such shares represent approximately 17.85% of the outstanding Common Stock of the Company.

(b) By virtue of CRM’s position as investment manager for the Advisory Clients, CRM may be deemed to possess the sole power to vote 10,236,047 shares of Common Stock held by the Advisory Clients and sole power to dispose of 10,706,294 shares of Common Stock held by the Advisory Clients. Pursuant to Rule 13d-4 promulgated under the Exchange Act, the filing of this Statement on Schedule 13D shall not be construed as an admission by CRM that it is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the shares of Common Stock held by the Advisory Clients.
 
 
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(c) The following table sets forth all transactions with respect to shares of the Company’s Common Stock effected by CRM on behalf of its Advisory Clients since the filing of the Initial 13D.  All such transactions were purchases of shares of the Company’s Common Stock effected in the open market:

Purchases
Date
Shares
Average Price
7/26/2012
5,700
5.75
7/25/2012
150,000
5.5736
7/25/2012
74,450
5.5749
7/23/2012
15,960
5.62
7/17/2012
10,640
5.87
6/28/2012
31,000
6.14
6/21/2012
1,850
6.4357
6/19/2012
1,650
6.54
6/13/2012
1,800
6.5546
6/13/2012
4,100
6.50
6/12/2012
120,900
6.305
6/11/2012
35,900
6.4553
6/11/2012
125,000
6.4073
6/08/2012
2,700
6.2766
6/08/2012
49,800
6.2611
6/11/2012
500
6.4145
6/11/2012
500
6.415
6/11/2012
1,000
6.4149
6/11/2012
7,000
6.4149
6/07/2012
112,500
6.2166
6/07/2012
300
6.2367
6/07/2012
400
6.2506
6/07/2012
500
6.2469
6/07/2012
3,700
6.2521
6/06/2012
83,200
6.0029

 
4
 
 
Sold
Date
Shares
Average Price
7/23/2012
15,960
5.62
7/17/2012
10,640
5.87
6/20/2012
5,325
6.51

(d)
Not applicable.

(e)
Not applicable.
 
 
5
 
 
SIGNATURE

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.

July 26, 2012
  
   
 
CRAMER ROSENTHAL MCGLYNN, LLC
     
 
By:
 /s/ Steven A. Yadegari
 
Name:
Steven A. Yadegari
 
Title:
Executive Vice President and General Counsel
 
 
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