sc13dza

0000950129-05-008903.txt : 20050901 0000950129-05-008903.hdr.sgml : 20050901 20050831213721 ACCESSION NUMBER: 0000950129-05-008903 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050831 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRADO INC CENTRAL INDEX KEY: 0000924505 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 840796285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54709 FILM NUMBER: 051063096 BUSINESS ADDRESS: STREET 1: 1601 DRY CREEK DRIVE CITY: BOULDER STATE: CO ZIP: 80503 MAIL ADDRESS: STREET 1: 1601 DRY CREEK DRIVE CITY: LONGMONT STATE: CO ZIP: 80503 FORMER COMPANY: FORMER CONFORMED NAME: SCC COMMUNICATIONS CORP DATE OF NAME CHANGE: 19980408 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 a12220sc13dza.htm SHAMROCK ACTIVIST VALUE FUND, L.P. - AMENDMENT #3 sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)*

Intrado Inc.

(Name of Issuer)

Common Shares, $.001 Par Value

(Title of Class of Securities)

46117A100

(CUSIP Number)

David K. Robbins, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071
(213) 680-6400

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 31, 2005

(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 §§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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 46117A100

1. Name of Reporting Person:
Shamrock Activist Value Fund, L.P. – 35–2239069 I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
WC

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
1,157,675 Common Shares

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
1,157,675 Common Shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,157,675 Common Shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
6.53%

14. Type of Reporting Person (See Instructions):
PN

CUSIP No. 46117A100

1. Name of Reporting Person:
Shamrock Activist Value Fund GP, L.L.C. –37–1497874 I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
Not Applicable

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
1,157,675 Common Shares

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
1,157,675 Common Shares

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,157,675 Common Shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
6.53%

14. Type of Reporting Person (See Instructions):
OO

CUSIP No. 46117A100

1. Name of Reporting Person:
Shamrock Partners Activist Value Fund, L.L.C. – 87–0733755 I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
Not Applicable

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
1,157,675 Common Shares

8. Shared Voting Power:
0

9. Sole Dispositive Power:
1,157,675 Common Shares

10. Shared Dispositive Power:
0

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,157,675 Common Shares

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11):
6.53%

14. Type of Reporting Person (See Instructions):
OO

INTRODUCTION

This statement amends the amended Schedule 13D (the “Amended Schedule 13D”) filed on May 26, 2005, and as amended on June 24, 2005, by Shamrock Activist Value Fund, L.P. , a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF and the General Partner, the “Reporting Persons”) with respect to Common Shares, $.001 par value per share (“Common Shares”), of Intrado Inc., a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 3 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein this Amendment No. 3 does not modify any of the information previously reported on the Amended Schedule 13D.

1. ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 64,100 Common Shares reported in this Amendment No. 3 was $938,168.40 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

2. ITEMS 5(A) AND (B) OF THE SCHEDULE 13D ARE HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF is the owner of 1,157,675 Common Shares, which represents approximately 6.53% of the issued and outstanding Common Shares. Since June 24, 2005, SAVF acquired Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 5 and incorporated herein by reference. All such transactions were effected in the open market on the NASDAQ National Market. As the general partner of SAVF, the General Partner, may be deemed to beneficially own the 1,157,675 Common Shares owned by SAVF, constituting approximately 6.53% of the issued and outstanding Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,157,675 Common Shares owned by SAVF, constituting approximately 6.53% of the issued and outstanding Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,157,675 Common Shares owned by SAVF by virtue of its authority to vote and dispose of such Common Shares.

Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 1,157,675 Common Shares owned by SAVF, pursuant to Rule 13d-3 under the Act. Those controlling persons are identified in response to Item 2.

The percentage set forth in this response to Items 5(a) and 5(b) assumes that 17,732,039 Common Shares were outstanding as of August 1, 2005, as represented by the Company in its 10-Q filed with the Securities and Exchange Commission on August 9, 2005.

3. ITEM 4 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4. Purpose of Transaction.

On August 31, 2005, Michael J. McConnell, on behalf of SAVF, sent a letter to Stephen O. James, the lead director of the Company, which letter is attached hereto as Exhibit 6 and is incorporated herein by reference.

4. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.


		Document
Exhibit 5	—	Schedule of Transactions

Exhibit 6	—	Letter, dated August 31, 2005, from Michael J. McConnell on behalf of Shamrock Activist Value Fund, L.P., to Stephen O. James, lead director of Intrado Inc.

Exhibit 7	—	Joint Filing Agreement, dated May 26, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 31, 2005


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member

By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C.,
	its managing member

By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President


SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

Exhibit Index


		Document
Exhibit 5	—	Schedule of Transactions

Exhibit 6	—	Letter, dated August 31, 2005, from Michael J. McConnell on behalf of Shamrock Activist Value Fund, L.P., to Stephen O. James, lead director of Intrado Inc.

Exhibit 7	—	Joint Filing Agreement, dated May 26, 2005, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-99.5 2 a12220exv99w5.htm EXHIBIT 5 exv99w5

EXHIBIT 5

Schedule of Transactions


	Number of		Price Per Common
Date	Common Shares		Share in $US*
Aug 10 2005		60,000	$	14.62
Aug 11 2005		4,000		14.93
Aug 30 2005		100		14.98
TOTAL COMMON SHARES		64,100


*		Excludes Brokerage Commissions

EX-99.6 3 a12220exv99w6.htm EXHIBIT 6 exv99w6

EXHIBIT 6

SHAMROCK CAPITAL ADVISORS, INC.
4444 Lakeside Drive
Burbank, California 91505

BY FAX (720) 864-7001 AND FEDERAL EXPRESS

August 31, 2005

Mr. Stephen O. James
Lead Director
Intrado Inc.
1601 Dry Creek Drive
Longmont, CO 80503

Dear Stephen:

I attempted to contact you after our meeting of July 27 to follow up on the various ideas discussed in Denver and to express our concern regarding the Company’s plans to accelerate investment in IEN and compensation matters. In addition, the Board’s conclusion that a capital return was not appropriate is problematic in view of the poor capital allocation decisions made over the last decade.

Your August 9 e-mail, which indicated that you and management would not talk to us at this time, was disappointing and not representative of best practices of corporate governance.

I have spoken to other significant institutional shareholders of Intrado regarding the recommendations we make below, and they support our views. I encourage you to speak directly to the Company’s largest shareholders to confirm their position. Collectively, these shareholders and Shamrock own approximately 35% of the Company’s stock.

In preparation for your September Board meeting, we make the following specific recommendations:

Excess Capital: We recommend that the Company use its significant cash balances for a share repurchase program of $40 million representing approximately 15% of the outstanding shares. Additionally, we urge the Company to use a portion of its recurring cash flows to continue to purchase shares. The Company’s current cost of capital is extremely high and we are concerned, given the track record, that management will not prudently allocate this capital in the near future. Moreover, we question the purported conclusions reached by the investment bank that endorse retention and accumulation of shareholder capital. We have reassessed our

Mr. Stephen O. James
August 31, 2005
Page 2

			valuation of the Company, and believe Intrado’s intrinsic value is well in excess of both the current trading levels of $15 and “street” valuations of approximately $18. Therefore, the current price suggests a share repurchase rather than a dividend at this time.

	2.		Long Term Incentive Plan (“LTIP”): We discussed at length in our July meeting various shortcomings of the recently announced compensation plan. Specifically, we are concerned that management would not be accountable for the next two years because the first and only measurement period does not begin until June 2007. Furthermore, the return-on-invested capital hurdle to earn Share Right Awards (“SRA”) is set below past performance levels of the Company. We also discussed the broader issues of overall compensation, which is a subject for further discussion.

			Accordingly, to achieve the essential alignment of pay for performance, we recommend that the Board modify the following critical elements of the LTIP:

	a.		Measurement Periods: Adjust the measurement periods to occur annually and concurrently with the Company’s December fiscal year-end.

	b.		Annual return-on-invested capital (“ROIC”) targets reset at:

	1)		17% for the FYE 12/06

	2)		19% for the FYE 12/07

	3)		21% for the FYE 12/08

			The more appropriate ROIC formula is EBIT times (1-tax rate)/average of current year and prior year total capital. Both the formula on Intrado’s web-site and the formula outlined in the LTIP are subject to manipulation.

	c.		Annual operating margin targets reset at:

	1)		16% for the FYE 12/06

	2)		19% for the FYE 12/07

	3)		23% for the FYE 12/08

Importantly, for both performance measures, the compensation expense associated with the SRA’s should be included in the calculations.

Mr. Stephen O. James
August 31, 2005
Page 3

			Lastly, these revised targets ought to be achievable given that certain comparables, such as Neustar, achieve ROIC in excess of 25% and operating margins in excess of 30%.

	d.		SRA Attributes: The SRA recipient should earn and vest 1/3 each year, beginning in the FYE 12/31/06. Once earned and vested, the recipient should be required to hold the stock for a minimum 12-month period to ensure greater alignment with shareholder interests. Moreover, we encourage the Board to consider distributing the SRA’s deeper into the organization; this does not, however, imply an increase to the 425,000 SRA’s to be granted, given the history of excessive option grants by this Board.

	e.		Acquisitions/Write-offs: The plan should be adjusted by the compensation committee of the Board in the event of any acquisition greater than $5mm. In addition, the plan should not allow adjustments for write-offs that could enhance the award calculations.

	f.		Evergreen Plan: The Board should eliminate the Company’s 1998 Stock Incentive Plan and put this new LTIP to a shareholder vote at the upcoming 2006 annual meeting.

Shareholder Board Representation: We recommend that the Board membership be increased by two shareholder representatives. The shareholders with whom we have spoken strongly believe that Intrado’s Board would benefit from individuals who hold an intense focus on shareholder value creation. Additionally, we encourage the Board to eliminate its classified structure with all Directors standing for election annually.

We would like to work with you on the foregoing recommendations, and it would be unfortunate if your reluctance to be engaged with us on these issues creates an adversarial relationship. Intrado shareholders deserve pragmatic leadership from you and a constructive dialogue with shareholders. Finally, we do not need to remind you and your fellow Directors of their fiduciary duties, so we will hold you accountable for actions that are not in the best interests of the shareholders.

Mr. Stephen O. James
August 31, 2005
Page 4

Please respond to me by Monday, September 19, 2005. If I do not hear from you by then, we will assume that you have rejected our suggestions, and we will act accordingly.


	Sincerely,
	/s/ Michael J. McConnell
	Michael J. McConnell

MJM/jg

EX-99.7 4 a12220exv99w7.htm EXHIBIT 7 exv99w7

Exhibit 7

AGREEMENT
JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Common Shares of Intrado Inc. which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: May 26, 2005


SHAMROCK ACTIVIST VALUE FUND, L.P.
By:	Shamrock Activist Value Fund GP, L.L.C., its general partner

By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.
By:	Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.
By:	/s/ Michael J. McConnell
	Name:	Michael J. McConnell
	Title:	Vice President


CUSIP No. 46117A100

	1.	Name of Reporting Person: Shamrock Activist Value Fund, L.P. – 35–2239069			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 1,157,675 Common Shares

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 1,157,675 Common Shares

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,157,675 Common Shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 6.53%

	14.	Type of Reporting Person (See Instructions): PN


CUSIP No. 46117A100

	1.	Name of Reporting Person: Shamrock Partners Activist Value Fund, L.L.C. – 87–0733755			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): Not Applicable

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 1,157,675 Common Shares

			8.	Shared Voting Power: 0

			9.	Sole Dispositive Power: 1,157,675 Common Shares

			10.	Shared Dispositive Power: 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,157,675 Common Shares

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): 6.53%

	14.	Type of Reporting Person (See Instructions): OO