-----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, PCOrN2zatayctWRTvKwyCnxDX+MqfHcaYSCgX6dSyrBapPzHBNXaJkhJvKr3DApt CbId7RedOOy8upD3TAaIIw== 0001144204-06-008366.txt : 20060302 0001144204-06-008366.hdr.sgml : 20060302 20060302081316 ACCESSION NUMBER: 0001144204-06-008366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 GROUP MEMBERS: THOMAS R. HUDSON JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTRAWEST CORP CENTRAL INDEX KEY: 0001035146 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55599 FILM NUMBER: 06657855 BUSINESS ADDRESS: STREET 1: STE 800 200 BURRARD ST CITY: VANCOUVER BRITISH CO STATE: A1 ZIP: 00000 BUSINESS PHONE: 2066237580 MAIL ADDRESS: STREET 1: 200 BURRAND ST STREET 2: SUITE 800 CITY: VANCOVER B C STATE: A1 ZIP: 98104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 IRS NUMBER: 030445177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 SC 13D/A 1 v036882_sc13da.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Intrawest Corporation ---------- (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 460915200 (CUSIP Number) Thomas R. Hudson Jr., Pirate Capital LLC, 200 Connecticut Avenue, 4th Floor Norwalk, CT 06854 (203) 854-1100 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1, 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 which is the object of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [_] *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). CUSIP: 460915200 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Pirate Capital LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK 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 WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 858,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,786,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,786,900 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.83% 14 TYPE OF REPORTING PERSON* IA (See Item 2) CUSIP: 460915200 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Thomas R. Hudson Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,928,600 8 SHARED VOTING POWER 858,300 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,786,900 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,786,900 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.83% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer The class of equity securities to which this Schedule 13D/A relates is shares of common stock, no par value, of Intrawest Corporation, whose principal executive offices are located at 200 Burrard Street, Suite 800, Vancouver, BC V6C 3L6, Canada. Item 2. Identity and Background (a), (b), (c) and (f) This is amendment no. 6 to the Schedule 13D filed by Pirate Capital LLC and Thomas R. Hudson Jr. on June 28, 2005. Pirate Capital LLC is a limited liability company, organized under the laws of Delaware, whose principal executive office is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854. The principal business of Pirate Capital LLC is providing investment management services to investment partnerships and other entities. Thomas R. Hudson Jr. is the sole Member and Managing Member of Pirate Capital LLC and a citizen of the United States. Each of the aforesaid reporting persons is deemed to be the beneficial owner of an aggregate of 5,786,900 shares of the common stock of the Issuer (the "Shares"), which Shares are owned of record, in part, by each of Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD, Jolly Roger Activist Portfolio Company LTD and Mint Master Fund LTD (the "Holders"). Item 3. Source and Amount of Funds or Other Consideration Funds for the purchase of the Shares were derived from available capital of the Holders. A total of approximately $135,501,197 was paid to acquire the Shares. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by the addition of the following: On March 1, 2006, Pirate Capital LLC sent a letter to the Issuer (the "Letter") (i) commending the Board of Directors of the Issuer for hiring Goldman Sachs & Co. to review strategic alternatives for the Issuer, and (ii) urging the Board of Directors to initiate a sale of the entire company. A copy of the Letter is attached hereto as Exhibit 1 and incorporated herein by reference. Item 5. Interest in Securities of the Issuer (a) and (b) By virtue of its position as General Partner of Jolly Roger Fund LP and an agreement between it and the sole owner of Mint Master Fund, LTD, Pirate Capital LLC has the power to vote or direct the voting, and to dispose or direct the disposition of, all of the Shares owned by Jolly Roger Fund LP and Mint Master Fund LTD. By virtue of an agreement between it and Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, Pirate Capital LLC has dispositive power with respect to all of the Shares owned by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, respectively. By virtue of his position as sole Managing Member of Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD, Thomas R. Hudson Jr. has sole voting power with respect to the Shares owned by Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By virtue of his position as sole Managing Member of Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting power and shared dispositive power with respect to all Shares as to which Pirate Capital, LLC has voting power or dispositive power. Based on the foregoing, Pirate Capital LLC has sole voting and dispositive power with respect to 0 of the Shares, shared voting with respect to 858,300 of the Shares, and shared dispositive power with respect to 5,786,900 of the Shares; Thomas R. Hudson Jr. has sole voting power with respect to 4,928,600 of the Shares, shared voting power with respect to 858,300 of the Shares and shared dispositive power with respect to 5,786,900 of the Shares. (b) All of the Shares were purchased by the Holders in open market transactions. The following sets forth all purchases made by each of the Holders since the last filing of an amendment to the Schedule 13D: JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD Trade Date Number of Shares Price - ---------- ---------------- ----- 2006-02-16 28,900 27.54 2006-02-17 6,400 27.63 2006-02-21 92,100 28.40 2006-02-22 103,800 28.64 2006-02-23 42,900 28.65 2006-02-24 35,300 28.86 2006-02-27 55,300 29.10 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None Item 7. Material to Be Filed as Exhibits 1. Letter from the Reporting Persons to the Issuer. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: March 2, 2006 Pirate Capital LLC By: /s/Thomas R. Hudson Jr. --------------------------- Portfolio Manager /s/Thomas R. Hudson Jr. ------------------------------- Thomas R. Hudson Jr. EX-1 2 v036882_ex1.txt Exhibit 1 March 1, 2006 Intrawest Corporation Attn: Board of Directors Suite 800, 200 Burrard Street Vancouver, British Columbia Canada V6C 3L6 Dear Board of Directors: We commend you for hiring Goldman Sachs to review strategic alternatives. We strongly urge you to take this opportunity to further enhance shareholder value by initiating a sale of the entire company. The public market continues to discount the value of your land holdings while you sell them piecemeal at 2-3x book value. The complexities of your joint venture structures (as many of them are structured as variable-interest-entities - -VIEs), do not translate directly into increased earnings reported in the income statement. As many public investors track the income statement far more closely than the balance sheet, these VIEs are too complex for the public to appreciate. The market simply does not appreciate the fact that the VIEs allow Intrawest to participate in the upside of the land (after its sale into the JV) while at the same time distributing the development risks to the JV partners. We believe the fair valuation for the collection of Intrawest's businesses is US$45+ per share. This valuation is in line Lehman Brother's valuation at US$42 per share. As Intrawest's largest shareholder, we have spoken to various parties and investment bankers as to the potential strategic alternatives for Intrawest. We believe that there are numerous potential bidders who may be willing to acquire Intrawest in a valuation range reflecting a substantial premium to the current market price of US$32.74 per share. We urge you to fulfill your fiduciary duties to all shareholders by immediately initiating a sale of the entire company. Sincerely, /s/ Stephanie Tran Stephanie Tran Pirate Capital LLC CC: Joe S. Houssian, Geoffrey Kent, Paul M. Manheim, David A. King, Gordon H. MacDougall, Marti Morfitt, P. Anthony Novelly, Bernard A. Roy, Khaled C. Sifri, Nicholas C.H. Williers, Alex Wasilov -----END PRIVACY-ENHANCED MESSAGE-----