-----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, KEl+bgNNhf3EHUyNqi1/OaT0Z3UfMjJ3dVkPhnz+EYcXQ0KwOYXJH/2owliDabxs s5w4pPR3epeDIipqL4QOqg== 0000919574-06-000615.txt : 20060209 0000919574-06-000615.hdr.sgml : 20060209 20060209165123 ACCESSION NUMBER: 0000919574-06-000615 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060209 DATE AS OF CHANGE: 20060209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL CAPITAL MANAGEMENT LLC /CT CENTRAL INDEX KEY: 0001080383 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FAWCETT PL CITY: GREENWICH STATE: CT ZIP: 06830 MAIL ADDRESS: STREET 1: ONE FAWCETT PLACE CITY: GREENWICH STATE: CT ZIP: 06830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOUSA INC CENTRAL INDEX KEY: 0000879437 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 470751545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42304 FILM NUMBER: 06593666 BUSINESS ADDRESS: STREET 1: 5711 S 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 BUSINESS PHONE: 4025934500 MAIL ADDRESS: STREET 1: 5711 SOUTH 86TH CIRCLE CITY: OMAHA STATE: NE ZIP: 68127 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BUSINESS INFORMATION INC /DE DATE OF NAME CHANGE: 19930328 SC 13D/A 1 d642554_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (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) infoUSA Inc. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.0025 Par Value Per Share ------------------------------------------------------------------------------- (Title of Class of Securities) 456818301 ------------------------------------------------------------------------------- (CUSIP Number) Cardinal Capital Management, LLC One Fawcet Place Greenwich, Connecticut 06830 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2006 ------------------------------------------------------------------------------- (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 []. CUSIP No. 456818301 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cardinal Capital Management, LLC - 06 1422705 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 1,482,200 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 3,262,790 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,262,790 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14. TYPE OF REPORTING PERSON IA CUSIP No. 456818301 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cardinal Value Equity Partners, LP - 06 1425087 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 ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 154,500 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 154,500 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 154,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.29% 14. TYPE OF REPORTING PERSON PN CUSIP No. 456818301 --------------------- _____________________________________________________________________________ Item 1. Security and Issuer. The name of the issuer is infoUSA Inc. (the "Issuer"). The address of the Issuer's offices is 5711 South 86th Circle, Omaha, Nebraska 68127. This schedule 13D relates to the Issuer's Common Stock, $.0025 Par Value Per Share (the "Shares"). _____________________________________________________________________________ Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by Cardinal Capital Management, LLC, a Delaware limited liability company ("Cardinal") and Cardinal Value Equity Partners, LP, a Delaware limited partnership (collectively, the "Reporting Persons"). The principal business address of the Reporting Persons is One Fawcet Place, Greenwich, Connecticut 06830. The Managing Partner and a Member of Cardinal is Ms. Amy K. Minella. Mr. Eugene Fox and Mr. Robert B. Kirkpatrick are each Managing Directors and Members of Cardinal and Mr. Thomas J. Spelman is the Chief Compliance Officer. (Ms. Minella, Mr. Fox, Mr. Kirkpatrick and Mr. Spelman are collectively referred to herein as the "Members and Executive Officers"). (d) None of the Reporting Persons nor any of Cardinal's Members and Executive Officers has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons nor any of Cardinal's Members and Executive Officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. _____________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. This Schedule 13D contains information regarding Shares that may be deemed to be beneficially owned by Cardinal. Such Shares are held by various investment management clients, including Cardinal Value Equity Partners, L.P., of Cardinal ("Cardinal Clients") in accounts with respect to which Cardinal has investment discretion and in certain instances has obtained sole voting power. As of the date hereof, the Reporting Persons may be deemed to beneficially own 3,262,790 Shares. The funds for the purchase of the Shares by Cardinal Capital Management, LLC came from the funds and/or managed accounts managed by Cardinal Capital Management, LLC. The funds for the purchase of the Shares by Cardinal Value Equity Partners, LP came from its working capital. The total cost for the Shares held by the Cardinal Clients is $34,241,580. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. _____________________________________________________________________________ Item 4. Purpose of Transaction. (a-j) The Shares held by the Reporting Persons were acquired for, and are being held by Cardinal Clients for, investment purposes on the Reporting Persons' behalf. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons have certain concerns regarding the conduct of the Board of Directors, and, as previously disclosed on the Reporting Persons' initial filing on Schedule 13D, on September 2, 2005, Cardinal Value Equity Partners, LP sent a letter to the Board of Directors of the Issuer expressing these concerns. In an effort to protect the investment of Cardinal Clients and the investments made on behalf of the investors in Cardinal Value Equity Partners, LP, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. Although the Reporting Persons have no concrete plans to do so, the Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decisions of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. _____________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Cardinal Capital Management, LLC and Cardinal Value Equity Partners, LP may be deemed to be the beneficial owner of 3,262,790 Shares and 154,500 Shares, respectively, constituting 6.1% and 0.29% of the Shares of the Issuer, respectively. Cardinal Capital Management, LLC has the sole power to vote or direct the vote of 1,482,200 Shares and dispose or direct the disposition of 3,262,790 Shares to which this filing relates. Cardinal Value Equity Partners, LP has the sole power to vote or direct the vote of and dispose or direct the disposition of 154,500 Shares to which this filing relates. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. All transactions in the Shares which have been effected by the Reporting Persons during the 60 days prior to February 2, 2006 are listed on Exhibit B. The 3,262,790 Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. _____________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. _____________________________________________________________________________ Item 7. Material to be Filed as Exhibits. A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A Transactions in the Shares which have been effected by the Reporting Persons during the 60 days prior to February 2, 2006 are listed on Exhibit B. _____________________________________________________________________________ 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. February 9, 2006 ---------------------------------------- (Date) CARDINAL VALUE EQUITY PARTNERS, LP By: Cardinal Capital Management, LLC General Partner /s/ Amy K. Minella -------------------------------------- (Signature) Amy K. Minella ------------------------------------- (Name/Title) CARDINAL CAPITAL MANAGEMENT, LLC* /s/ Amy K. Minella -------------------------------------- (Signature) Amy K. Minella ------------------------------------- (Name/Title) * The Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Amendment No. 1 to Schedule 13D dated February 9, 2006, relating to the Common Stock of infoUSA Inc. shall be filed on behalf of the undersigned. CARDINAL VALUE EQUITY PARTNERS, LP* By: Cardinal Capital Management, LLC General Partner /s/ Amy K. Minella -------------------------------------- (Signature) Amy K. Minella ------------------------------------- (Name/Title) CARDINAL CAPITAL MANAGEMENT, LLC* /s/ Amy K. Minella -------------------------------------- (Signature) Amy K. Minella ------------------------------------- (Name/Title) Exhibit B Schedule of Transactions in Shares in the last 60 days ------------------------------------------------------ Tran Trade Settle Trade Price Per Code Date Date Quantity Amount Share - ---- ----- ------ -------- ------- --------- Buy 12/1/2005 12/6/2005 10,000 103,900.00 10.3900 Buy 12/2/2005 12/7/2005 1,100 11,531.58 10.4833 Buy 12/6/2005 12/9/2005 1,700 17,510.00 10.3000 Buy 12/7/2005 12/12/2005 900 9,423.45 10.4705 Buy 12/7/2005 12/12/2005 24,500 256,527.25 10.4705 Sell 12/15/2005 12/20/2005 1,300 14,235.44 10.9503 Sell 12/15/2005 12/20/2005 800 8,760.27 10.9503 Sell 12/15/2005 12/20/2005 400 4,380.14 10.9504 Buy 12/19/2005 12/22/2005 900 9,811.97 10.9022 Buy 12/20/2005 12/23/2005 23,200 256,510.80 11.0565 Buy 12/21/2005 12/27/2005 9,200 102,542.28 11.1459 Buy 12/21/2005 12/27/2005 2,300 25,485.36 11.0806 Buy 12/29/2005 1/4/2006 24,400 268,341.44 10.9976 Buy 12/30/2005 1/5/2006 2,400 26,295.80 10.9566 Buy 12/30/2005 1/5/2006 4,400 48,235.88 10.9627 Buy 1/3/2006 1/6/2006 700 7,373.44 10.5335 Buy 1/5/2006 1/10/2006 10,000 103,226.00 10.3226 Buy 1/5/2006 1/10/2006 8,200 84,645.32 10.3226 Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226 Buy 1/5/2006 1/10/2006 1,200 12,387.12 10.3226 Buy 1/5/2006 1/10/2006 12,500 129,032.50 10.3226 Buy 1/5/2006 1/10/2006 500 5,161.30 10.3226 Buy 1/5/2006 1/10/2006 1,600 16,516.16 10.3226 Buy 1/5/2006 1/10/2006 8,100 83,613.06 10.3226 Buy 1/5/2006 1/10/2006 1,100 11,354.86 10.3226 Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226 Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226 Buy 1/5/2006 1/10/2006 1,100 11,354.86 10.3226 Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226 Buy 1/5/2006 1/10/2006 15,000 154,839.00 10.3226 Buy 1/5/2006 1/10/2006 300 3,118.78 10.3959 Buy 1/5/2006 1/10/2006 300 3,118.78 10.3959 Buy 1/5/2006 1/10/2006 400 4,144.04 10.3601 Buy 1/5/2006 1/10/2006 1,000 10,322.60 10.3226 Buy 1/5/2006 1/10/2006 300 3,116.78 10.3893 Buy 1/5/2006 1/10/2006 1,400 14,451.64 10.3226 Buy 1/5/2006 1/10/2006 500 5,173.30 10.3466 Buy 1/5/2006 1/10/2006 400 4,144.04 10.3601 Buy 1/5/2006 1/10/2006 400 4,146.04 10.3651 Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226 Buy 1/5/2006 1/10/2006 200 2,064.52 10.3226 Buy 1/5/2006 1/10/2006 400 4,129.04 10.3226 Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226 Buy 1/5/2006 1/10/2006 1,300 13,419.38 10.3226 Buy 1/5/2006 1/10/2006 500 5,146.25 10.2925 Buy 1/5/2006 1/10/2006 300 3,081.78 10.2726 Buy 1/5/2006 1/10/2006 7,800 80,516.28 10.3226 Buy 1/10/2006 1/13/2006 5,600 60,272.80 10.7630 Buy 1/13/2006 1/19/2006 4,000 43,135.40 10.7839 Buy 1/19/2006 1/24/2006 6,400 69,002.88 10.7817 Buy 1/19/2006 1/24/2006 2,300 24,599.86 10.6956 Sell 1/23/2006 1/26/2006 470 4,922.76 10.4740 Buy 1/24/2006 1/27/2006 8,400 94,571.40 11.2585 Sell 1/25/2006 1/27/2006 200 2,179.93 10.8997 Buy 1/26/2006 1/31/2006 14,100 156,432.45 11.0945 Buy 1/30/2006 2/2/2006 700 7,749.00 11.0700 Buy 2/1/2006 2/6/2006 9,100 101,801.70 11.1870 Buy 2/1/2006 2/6/2006 5,900 66,332.52 11.2428 Buy 2/2/2006 2/7/2006 5,800 63,387.62 10.9289 Buy 2/2/2006 2/7/2006 34,500 380,828.25 11.0385 Buy 2/2/2006 2/7/2006 13,500 149,019.75 11.0385 -----END PRIVACY-ENHANCED MESSAGE-----