-----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, VbNi12RpbCIRobn9uuxPT1Oa5XykakIaa0I9NQ57/X0WYK98dg9QDGwW/t2QHfDw 379mRRPprFVTsM3QG9ihsQ== 0001144204-06-038714.txt : 20060915 0001144204-06-038714.hdr.sgml : 20060915 20060915170818 ACCESSION NUMBER: 0001144204-06-038714 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060915 DATE AS OF CHANGE: 20060915 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET CAPITAL GROUP INC CENTRAL INDEX KEY: 0001085621 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232996071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57841 FILM NUMBER: 061093978 BUSINESS ADDRESS: STREET 1: 690 LEE ROAD STREET 2: SUITE 310 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-727-6900 MAIL ADDRESS: STREET 1: 690 LEE ROAD STREET 2: SUITE 310 CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001218735 IRS NUMBER: 134121993 FILING VALUES: FORM TYPE: SC 13G SC 13G 1 v052956_sc13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934* Internet Capital Group Inc - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 46059C205 - -------------------------------------------------------------------------------- (CUSIP Number) September 8, 2006 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed Rule 13d-1(b) [X] Rule 13d-1(c) Rule 13d-1(d) - --------------------- * 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 the 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). Page 1 of 5 Pages - ---------------------------- CUSIP No. 46059C205 - ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Mason Capital Management LLC, in its capacity as investment manager for certain investment funds and managed accounts - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 2,919,413 Common Shares* OWNED BY ----------------------------------------------------------- EACH 6 SHARED VOTING POWER REPORTING PERSON WITH -0- ----------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 2,919,413 Common Shares* 8 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,919,413 Common Shares* - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- * The number of shares beneficially owned represent the number of shares into which the 26,590,015 Internet Capital Group 5% 04/08/09 Senior Convertible Note owned by Mason Management may be converted by Mason Management. Page 2 of 5 Pages SCHEDULE 13G ITEM 1(a). NAME OF ISSUER: -------------- Internet Capital Group Inc ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: ----------------------------------------------- 690 Lee Road Suite 310 Wayne, PA 19087 ITEM 2.(a), NAME OF PERSON FILING; ADDRESS (b) AND (c) OF PRINCIPAL BUSINESS OFFICE; CITIZENSHIP: ----------------------------------------- This Schedule is being filed jointly by Mason Capital Management LLC ("Mason Management"), a Delaware limited liability company, with respect to shares of Common Stock directly owned by Mason Capital, LP ("Mason Capital LP"), a Delaware limited partnership; Mason Capital, Ltd. ("Mason Capital Ltd"), a corporation organized under the laws of the Cayman Islands; and certain other funds and accounts (the "Managed Accounts"). Mason Management is the investment manager of each of Mason Capital LP, Mason Capital Ltd and the Managed Accounts, and Mason Management may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule by virtue of the authority granted to mason Management by Mason Capital LP, Mason Capital Ltd and the Managed Accounts to vote and dispose of such shares. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: ------------------------------------ The address of each of Mason Management, Mason Capital LP and Mason Capital Ltd, for purposes of this filing, is: 110 East 59th Street New York, New York 10022 ITEM 2(d). TITLE OF CLASS OF SECURITIES: ---------------------------- Common Stock, $0.01 par value ITEM 2(e). CUSIP NUMBER: ------------ 46059C205 Page 3 of 5 Pages ITEM 4.(a), (b) AND (c) OWNERSHIP. --------- Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 2,919,413 shares.* (b) Percent of class: 7.5%. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote 2,919,413 shares. (ii) Shared power to vote or direct the vote -0-. (iii) Sole power to dispose or direct the disposition of 2,919,413 shares. (iv) Shared power to dispose or direct the disposition of -0-. * The number of shares beneficially owned represent the number of shares into which the 26,590,015 Internet Capital Group 5% 04/08/09 Senior Convertible Note owned by Mason Management may be converted by Mason Management. The number of shares beneficially owned and the percentage of outstanding shares represented thereby for Mason Management have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage of ownership described above is based on 39,093,018 shares of Common Shares outstanding as of August 1, 2006. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. -------------------------------------------- ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. --------------------------------------------------------------- The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this statement as beneficially owned by Mason Management is held by Mason Capital LP, Mason Capital Ltd or the Managed Accounts, as the case may be, all of which are the advisory clients of Mason Management. To the knowledge of Mason Management, none of these advisory clients holds such right with respect to more than five percent of the outstanding Common Stock. Mason Management itself disclaims beneficial ownership of all shares of Common Stock reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended. Page 4 of 5 Pages ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH --------------------------------------------------------- ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT -------------------------------------------------------- HOLDING COMPANY. --------------- Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. --------------------------------------------------------- Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. ------------------------------ Not applicable. ITEM 10. CERTIFICATION. ------------- By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it, or him, as the case may be, is true, complete and accurate. Dated: September 15, 2006 MASON CAPITAL MANAGEMENT LLC, /s/ John Grizzetti ----------------------------- John Grizzetti Chief Financial Officer Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----