-----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, BJahJZYKB4sZq+bHwdzcIEkjySXCUpwimLLi+B0RFF/pLqTc6RkB1KO23jAYR/lC dBCj5wW0OUfkmPNjqR1XFw== 0000902664-04-000786.txt : 20040427 0000902664-04-000786.hdr.sgml : 20040427 20040427171506 ACCESSION NUMBER: 0000902664-04-000786 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT INC CENTRAL INDEX KEY: 0001054930 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 582237359 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55377 FILM NUMBER: 04757748 BUSINESS ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702489600 MAIL ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT GROUP INC DATE OF NAME CHANGE: 19980209 SC 13D/A 1 srz04-035313da.txt INTERCEPT, INC. SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D/A (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No.1) INTERCEPT, INC. - ----------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - ----------------------------------------------------------------------- (Title of Class of Securities) 45845L107 - ----------------------------------------------------------------------- (CUSIP Number) Marc Weingarten, Esq. SCHULTE ROTH & ZABEL LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - ----------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 26, 2004 - ----------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other parties to whom copies are to be sent. - -------- 1 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 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). (page 1 of 6 pages) - ------------------ --------------- ------------------ CUSIP No. 45845L107 13D Page 2 of 6 Pages - ------------------ --------------- ------------------ ======================================================================= 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - ----------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |-| - ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ----------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 1,639,937 OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------- 8 SHARED VOTING POWER -0- - -------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,639,937 - -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,639,937 - ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.10% - ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA =================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT!* ---------------------------------- - ------------------ --------------- ------------------ CUSIP No. 45845L107 13D Page 3 of 6 Pages - ------------------ --------------- ------------------ The Schedule 13D filed on April 12, 2004 (the "Schedule 13D") by Jana Partners LLC, a Delaware limited liability company (the "Reporting Person"), relating to the common stock, no par value (the "Shares"), of InterCept, Inc. (the "Issuer" or "InterCept"), is hereby amended and supplemented as set forth below by this Amendment No. 1 to the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate purchase price of the 1,639,937 Shares of Common Stock owned beneficially by JANA Partners LLC is $19,830,617. Such Shares of Common Stock were acquired with investment funds in accounts under management. Item 4. Purpose of Transaction. ---------------------- Item 4 of the Schedule 13D is hereby supplemented as follows: On April 26, 2004, the Reporting Person announced that it had filed a counterclaim for injunctive and declaratory relief in Georgia federal court to force the Issuer to comply with its longstanding bylaw provision requiring the election of four directors to the Issuer's Board of Directors at its 2004 Annual Meeting. In its court filing, the Reporting Person also seeks alternative relief to bring other proposals to a vote at the Annual Meeting. The Reporting Person is also seeking the court to force the Issuer to turn over all of the information to the Reporting Person that it is entitled to under Georgia law in order to effectively communicate with its fellow shareholders in connection with the Annual Meeting. More information is available in the Reporting Person's April 26, 2004 letter to John W. Collins, Chairman and Chief Executive Officer of the Issuer, and the Reporting Person's April 26, 2004 press release, copies of which are attached as exhibits hereto. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) The aggregate percentage of Shares of Common Stock reported owned beneficially by the Reporting Person is based upon 20,253,980 Shares outstanding, which is the total number of Shares of Common Stock outstanding as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2003. As of the close of business on April 12, 2004, JANA Partners LLC beneficially owned 1,639,937 Shares of Common Stock, constituting approximately 8.1% of the Shares outstanding. - ---------------------------------- ------------------ CUSIP No. 45845L107 13D Page 4 of 6 Pages - ---------------------------------- ------------------ Item 7. Material to be Filed as Exhibits. -------------------------------- Item 7 is hereby supplemented as follows: Attached hereto as Exhibit 2 is a Letter, dated April 26, 2004, to John W. Collins, Chairman and Chief Executive Officer of InterCept, Inc. Attached hereto as Exhibit 3 is a press release, dated April 26, 2004. - ------------------ ------------------ CUSIP No. 45845L107 13D Page 5 of 6 Pages - ------------------ ------------------ SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 27, 2004 JANA PARTNERS LLC By: /s/ Barry S. Rosenstein ------------------- Barry S. Rosenstein Managing Director By: /s/ Gary Claar ------------------- Gary Claar Managing Director - ------------------ ------------------ CUSIP No. 45845L107 13D Page 6 of 6 Pages - ------------------ ------------------ SCHEDULE A Schedule A of the Schedule 13D is hereby amended and restated in its entirety as follows: Transactions in the Shares During the Past 60 Days -------------------------------------------------- Shares of Common Stock Price Per Date of Purchased (Sold) Share($) Purchase (Sale) ----------- --------- ------------- 218,610 12.3390 03/10/04 160,000 12.7084 03/11/04 50,000 12.4533 03/12/04 80,000 11.9757 03/15/04 67,600 11.4782 03/23/04 201,027 10.7546 03/24/04 50,000 10.8500 03/25/04 112,700 11.6988 03/30/04 95,400 12.0020 03/31/04 176,200 12.2856 04/01/04 173,900 12.4782 04/02/04 150,500 12.4860 04/05/04 84,000 12.8200 04/07/04 20,000 12.9000 04/12/04 EX-99 3 srz04-0353exhibit991.txt PRESS RELEASE FOR IMMEDIATE RELEASE For information contact MacKenzie Partners, Inc.: Lawrence E. Dennedy or Robert C. Marese - (800) 322-2885 JANA PARTNERS LLC FILES IN FEDERAL COURT TO FORCE INTERCEPT, INC. TO HONOR SHAREHOLDERS RIGHTS New York, New York -- April 26, 2004 - JANA Partners LLC ("JANA") announced today that it has filed a counterclaim for injunctive and declaratory relief in Georgia federal court to force InterCept, Inc. (NASDAQ - ICPT) ("InterCept") to comply with its longstanding bylaw provision requiring the election of four directors to InterCept's board of directors at InterCept's 2004 Annual Meeting of Shareholders. When JANA nominated four directors for election to InterCept's six person board on April 5, 2004, InterCept's own bylaws provided that anyone placed on the board to fill a vacancy created by the resignation of a director would serve only until the next meeting of shareholders, which would result in four directors being up for election this year. However, after receiving notice of JANA's nomination, InterCept's board, without shareholder approval, amended the bylaw, seeking to strip shareholders of this right. In its court filing, JANA also seeks alternative relief to bring other proposals to a vote at the Annual Meeting. JANA is also seeking the court to force InterCept to turn over all of the information to JANA that it is entitled to under Georgia law in order to effectively communicate with its fellow shareholders in connection with the annual meeting. While JANA made its information requests on April 5th and again on April 8th, InterCept to date has not turned over all of the information JANA has requested. In a letter sent to John W. Collins, Chairman and Chief Executive Officer of InterCept, today by JANA Partners Managing Member Barry S. Rosenstein, Mr. Rosenstein said: " We find the recent actions taken by you and management to deny the shareholders of InterCept their full voting and information rights to be repugnant to the standards of good corporate governance to which all public companies are bound. Because you and management seem not to be aware, we would like to remind you that laws giving shareholders the right to vote, providing shareholders with access to information about the company and preventing management from entrenching themselves at the expense of shareholders are in place because public companies like InterCept are to be run for the benefit of their shareholders, not for the benefit of you, the board of directors or management." Mr. Rosenstein went on to say in his letter that: "Your and management's response in almost every case has been solely dedicated to denying or delaying these basic shareholder rights and therefore today we have filed in Georgia federal court to force you and management to honor InterCept's obligations to its shareholders." The complete text of Mr. Rosenstein's letter sent today to Mr. Collins is attached to this press release. BACKGROUND In October, 2003, InterCept announced that its Chairman and Chief Executive Officer, John W. Collins, intended to make an offer to take InterCept private, and that the InterCept board of directors had formed a special independent committee to evaluate the possible sale of the Company. On December 12, 2003, InterCept announced that Mr. Collins would not be making an offer but that "several third parties initiated contact with the special committee and expressed interest in InterCept, and the special committee will be evaluating those indications of interest." Less than two months later, InterCept's board of directors terminated the sale process and dissolved the special committee. Following the decision not to continue with the sale process, on February 13, 2004, two of the three independent directors on the special committee, Boone A. Knox (the then Vice Chairman) and Jon R. Burke, resigned as a result of the decision. If elected, the directors nominated by JANA would constitute a majority of InterCept's six-person board and intend to immediately engage a nationally recognized investment banking firm to conduct a full and fair review of the best value-maximizing options for shareholders, including sale of the company. CERTAIN INFORMATION CONCERNING PARTICIPANTS JANA Partners LLC manages securities portfolios with assets of approximately $1.4 billion and currently owns 1,619,937 shares (approximately 8%) of the common stock of InterCept. The following individuals have consented to being nominated by JANA Partners LLC for election as directors of InterCept at InterCept's 2004 Annual Meeting of Shareholders: o Barry S. Rosenstein, 45, has been a Managing Member of JANA Partners LLC since 2001. From 1993 to 2001, Mr. Rosenstein was a Principal of Sagaponack Partners, L.P., a private equity fund. o Gary Claar, 37, has been a Managing Member of JANA Partners LLC since 2001. From 1999 to 2001, Mr. Claar was a Principal of Marathon Advisors LLC, an investment fund. o Kevin J. Lynch, 35, has been a Principal of JANA Partners LLC since 2001. From 1999 to 2001, Mr. Lynch was an Investment Analyst at Sagaponack Partners, L.P. o Marc Weisman, 51, has been a Principal of Sagaponack Partners, L.P. for more than the past five years. The principal business address of Mr. Claar is 200 Park Avenue, New York, New York 10166. The principal business address of Mr. Rosenstein and Mr. Lynch is 201 Post Street, Suite 1000, San Francisco, California 94108. The principal business address of Mr. Weisman is 645 Fifth Avenue, New York, New York 10022. Each of these nominees has agreed, if elected, to serve as a director of InterCept. JANA Partners does not expect that any of its nominees will be unable to stand for election or serve as a director, but if any vacancy in JANA Partners' slate occurs for any reason (including if InterCept makes or announces any changes to its bylaws or takes or announces any other action that has, or if completed would have, the effect of disqualifying any or all of JANA Partners' nominees), JANA Partners will vote for the substitute candidate(s) nominated by JANA Partners in compliance with the rules of the SEC and any other applicable law and, if applicable, InterCept's bylaws. JANA Partners LLC intends to file a proxy statement and other relevant documents with the SEC in support of the election of Messrs. Rosenstein, Claar, Lynch and Weisman to the InterCept board. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. JANA Partners LLC and Messrs. Rosenstein, Claar, Lynch and Weisman may be deemed to be participants in the solicitation of proxies from the shareholders of InterCept in connection with the annual meeting. Information about these participants will be set forth in the proxy statement filed by JANA Partners LLC with the SEC. Investors may obtain additional information by reading the proxy statement when it becomes available. -----END PRIVACY-ENHANCED MESSAGE-----