sc13dza

0000950129-05-009547.txt : 20051003 0000950129-05-009547.hdr.sgml : 20051003 20051003150818 ACCESSION NUMBER: 0000950129-05-009547 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP L L C GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND L P 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: 051117239 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 a13141a4sc13dza.htm SHAMROCK ACTIVIST VALUE FUND, L.P. FOR INTRADO, INC. sc13dza

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

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)

October 3, 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.

INTRODUCTION

This statement amends the amended Schedule 13D (the “Amended Schedule 13D”) filed on May 26, 2005, and as amended on June 24, 2005 and September 1, 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. 4 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Amended Schedule 13D.

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

ITEM 4. Purpose of the Transaction.

On October 3, 2005, Michael J. McConnell, on behalf of SAVF, sent a letter to Mr. Stephen O. James, the Company’s lead director, which letter is attached hereto as Exhibit 8 and is incorporated herein by reference.

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

ITEM 7. Material to be Filed as Exhibits.


		Document

Exhibit 8	—	Letter, dated October 3, 2005, from Michael J. McConnell, on behalf of Shamrock Activist Value Fund, L.P., to Stephen O. James, lead director of Intrado Inc.

Exhibit 9	—	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: October 3, 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 8	—	Letter, dated October 3, 2005, from Michael J. McConnell, on behalf of Shamrock Activist Value Fund, L.P., to Stephen O. James, lead director of Intrado Inc.

Exhibit 9	—	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-99.8 2 a13141a4exv99w8.htm EX-99.8 exv99w8

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

BY FAX (720) 864-7001 and FEDERAL EXPRESS

October 3, 2005

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

Dear Stephen:

We are disappointed with your response to our letter of August 31, 2005. It is clear that you and the Board are unwilling to adopt ideas that we believe have both broad shareholder support and that will create additional shareholder value.

While the CEO and CFO did not choose to meet with us during their late September meetings with other shareholders, we are aware of the key messages disclosed during those private meetings. You mentioned the “letter as well as the spirit of” disclosure obligations in your letter of September 15, 2005. We believe it is inappropriate for the Company to disclose possible material information to selected stockholders or potential stockholders.

More specifically, we understand that management has indicated in those meetings that the Company will spend approximately $24 million over the next several years in both hardware and capitalized software. This represents a significant reduction from the $50 million amount disclosed by management on the August 9, 2005 conference call. As you know, capital allocation represents a primary concern among shareholders, and we consider a 50% reduction in planned expenditures material. We urge you and the Board to investigate this matter as soon as practicable, and communicate fairly with all shareholders.

We acknowledge that the Board has put forward a proposal to declassify its Board at the 2006 annual meeting. Given that the Board, by a majority vote, can immediately declassify itself, we consider the announcement a half-measure undertaken by the Board solely to create the appearance that it is committed to addressing governance issues at the Company. We are not satisfied and we urge the Board to take immediate action to declassify. It is the right thing to do, and it should be done now.

It has also come to our attention that the CEO has entered into a variable prepaid forward contract (“VPF”) for a substantial portion of his Intrado shareholding. We are concerned that the CEO’s personal financial arrangements, may, in part, be the reason for the Board’s delay in implementing an annual return-on-invested capital performance metric as part of the Company’s long-term incentive plan. The CEO’s VPF expires in March 2006 and the Board remains unwilling to implement pay for performance metrics in 2006. The Company’s failure to explain the rationale for the delay in the measurement date raises a question about whether the plan design was unduly influenced by the CEO’s personal situation. This creates the appearance of potential impropriety and, accordingly, we urge you and the Board to investigate this matter and fully disclose your findings.

We would like to work with you on the previous recommendations contained in our August letter and these additional serious matters. Unfortunately, it appears that the Company has chosen an unproductive and adversarial relationship with us.

Unless you meet with us prior to October 17, 2005 and we make meaningful progress on the issues we have raised, we are prepared to pursue all avenues available to us, including but not limited to, aggressive pursuit of board representation and legal action against the management, the Board and the Company.

We believe shareholders holding in excess of 35% of Intrado support our views. The objective is clear — Intrado ought to immediately adopt those ideas that the shareholders believe will protect and enhance shareholder value.

We urge you and the Board to carefully consider the views of shareholders at this critical time. We believe your actions to date are not in the

Mr. Stephen O. James
October 3, 2005
Page 2

best interests of the Company or its shareholders. A constructive dialogue with shareholders is far more preferable to a distracting and costly fight.

We look forward to your prompt response.


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

MJM/jg

EX-99.9 3 a13141a4exv99w9.htm EX-99.9 exv99w9

Exhibit 9

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