-----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, Os7sWJl6g2hGCeEAKxivBSOKVQFhd6Hn97LHQkAprx1YBke4O5ZYofWr3ZCf33rI osfMkISJjXLk6la5p2YhfQ== 0000899140-04-000886.txt : 20040624 0000899140-04-000886.hdr.sgml : 20040624 20040624153349 ACCESSION NUMBER: 0000899140-04-000886 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040624 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT INC CENTRAL INDEX KEY: 0001054930 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 582237359 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55377 FILM NUMBER: 04879524 BUSINESS ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702489600 MAIL ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT GROUP INC DATE OF NAME CHANGE: 19980209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 12 EAST 49TH ST STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 t25818121b.txt AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1)* InterCept, Inc. --------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value --------------------------------------------------------------------- (Title of Class of Securities) 45845L107 --------------------------------------------------------------------- (CUSIP Number of Class of Securities) Daniel S. Loeb Third Point Management Company L.L.C. 360 Madison Avenue, 24th Floor New York, NY 10017 (212) 224-7400 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Jack H. Nusbaum, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 June 17, 2004 --------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). SCHEDULE 13D - ------------------------------- ------------------------------- CUSIP No. 45845L107 Page 2 of 8 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel S. Loeb - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,750,000 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,750,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,750,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- SCHEDULE 13D - ------------------------------- ------------------------------- CUSIP No. 45845L107 Page 3 of 8 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Third Point Management Company L.L.C. I.D. #13-3922602 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,750,000 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,750,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,750,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") is being filed on behalf of Third Point Management Company L.L.C., a Delaware limited liability company (the "Management Company"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management Company, the "Reporting Persons"). This Amendment No. 1 relates to the common stock, no par value, of InterCept, Inc., a Georgia corporation (the "Company"), and further amends the Schedule 13D filed by the Reporting Persons with respect to the Company on May 27, 2004 (together with amendments thereto prior to this Amendment No. 1, the "Schedule 13D"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. This Amendment No. 1 is being filed to report a change in beneficial ownership of in excess of 1% of the total outstanding Common Stock. The Management Company is the investment manager or adviser to a variety of hedge funds and managed accounts (such funds and accounts, collectively, the "Funds"). The Funds directly own the Common Stock to which this Amendment No. 1 relates, and the Reporting Persons may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the Funds to vote and to dispose of the securities held by the Funds, including the Common Stock. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated as follows: The Funds expended an aggregate of approximately $25,623,565.22 of their own investment capital to acquire the 1,750,000 shares of Common Stock held by them (the "Shares"). The Shares were acquired in open market purchases. The Funds effect purchases of securities primarily through margin accounts maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co. (the "Primary Brokers") which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm's credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and restated as follows: 4 The purpose of the acquisition of the Shares by the Funds is for investment. As further detailed in a letter from Mr. Loeb, as managing member of the Management Company, to Mr. John W. Collins, Chairman of the Board and Chief Executive Officer of the Company, dated June 24, 2004, a copy of which is attached hereto as Exhibit 1, the Reporting Persons are making a further investment in the Company. Among other things, this further investment was made in anticipation of a possible sale of the Company, which the Reporting Persons believe will increase the value of the Shares. The Reporting Persons may cause the Funds to make further acquisitions of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by the Funds at any time. If the Company does not pursue the above courses of action, the Reporting Persons may communicate, and coordinate their actions, with other stockholders of the Company to convene a special meeting to replace the members of the Board. It is the understanding of the Reporting Persons that holders of at least a majority of the votes entitled to be cast on any issue to be considered at a proposed special meeting may call such a meeting. The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy. Except as set forth above, and in the letter attached hereto as Exhibit 1, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. 5 Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Amendment No. 1, the Management Company beneficially owns 1,750,000 shares of Common Stock. The Management Company shares voting and dispositive power over such holdings with Mr. Loeb and with the Funds. As of June 24, 2004, the Shares represented 8.6% of the total 20,288,562 shares of Common Stock outstanding at May 7, 2004 as reported in the Company's quarterly report on Form 10-Q for the quarterly period ended March 31, 2004. None of the individual Funds owns a number of shares of Common Stock equal to or greater than 5% of such total Common Stock outstanding. (b) The Management Company and Mr. Loeb share voting and dispositive power over the 1,750,000 shares of Common Stock held directly by the Funds. (c) Schedule A hereto sets forth certain information with respect to transactions by the Funds, at the direction of the Reporting Persons, in the shares of Common Stock since May 27, 2004, the date of the most recent filing on Schedule 13D. All of the transactions set forth on Schedule A, except as may be otherwise noted therein, were effected in open market purchases on NASDAQ through the Primary Brokers. Except as set forth above, since May 27, 2004, there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members. (d) Other than the Funds which directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 7. Material to be Filed as Exhibit. 1. Letter from the Management Company to the Chairman of the Board and Chief Executive Officer of the Company, dated June 24, 2004. 6 Schedule A (Transactions by the Funds in Common Stock since the most recent filing on Schedule 13D) Date Shares Purchased Shares Sold Price Per Share ---- ---------------- ----------- --------------- 05/28/04 20,700 $14.9800 05/28/04 (20,700) $14.9800 06/09/04 100,000 $14.9500 06/09/04 (1,000) $14.9900 06/17/04 137,000 $16.1330 06/21/04 14,000 $16.2940 06/22/04 25,000 $16.0975 06/23/04 25,000 $16.3248 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 24, 2004 THIRD POINT MANAGEMENT COMPANY L.L.C. By: /s/ Daniel S. Loeb -------------------------- Name: Daniel S. Loeb Title: Managing Member /s/ Daniel S. Loeb ------------------------------ Daniel S. Loeb [SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D WITH RESPECT TO INTERCEPT, INC.] EX-1 3 t258181211c.txt LETTER FROM THE MANAGEMENT COMPANY Exhibit 1 --------- [LETTERHEAD OF THIRD POINT MANAGEMENT COMPANY L.L.C.] June 24, 2004 Mr. John W. Collins Chairman of the Board and Chief Executive Officer InterCept, Inc. 3150 Holcomb Bridge Road Suite 200 Norcross, GA 30071 Dear Mr. Collins: I am writing to inform you that we agree with the market's determination that InterCept, Inc. (the "Company") should be worth substantially more with your imminent involuntary extraction from the position of Chief Executive Officer, which we would expect to result from the likely sale of the Company. Accordingly, we have increased our stake in the Company to 1,750,000 shares, 8.6% of the outstanding common valued at approximately $29 million. As you know from our letter to you dated May 27, 2004, we have grave doubts about your managerial skill, fitness to run a public company and business judgment. All of these criticisms were substantiated by the investigation that we conducted and the numerous examples that were provided. For these reasons and the others identified here and in our prior correspondence, we will be pleased to withhold authority for a vote in favor of your re-election whenever the postponed annual meeting is held. Unfortunately, your depiction of Third Point Management as a "sleazy hedge fund" in the June 12, 2004 Atlanta Journal-Constitution is totally baseless and possibly libelous. For someone who acquired iBill, a purported "merchant processing business" whose real activity is primarily to provide billing services to hard core pornographic websites, your credibility as moral arbiter is not strong. Perhaps from your vantage point in the porno industry, you find it unsavory that I support a children's cancer hospital (Tomorrow's Children's Fund), education for disadvantaged youth (Prep for Prep), women's rights in third world countries (Equality Now) and numerous other charities. Maybe it is the fact that, since inception, my business has generated over $600 million in profits and provided numerous jobs, which you find offensive. In any event, calling your second largest shareholder "sleazy" in the media is further evidence of your poor judgment and exemplifies the type of behavior that should provide you with ample opportunity to join your son-in-law on the golf course in the not too distant future. Sincerely, /s/ Daniel S. Loeb Daniel S. Loeb -----END PRIVACY-ENHANCED MESSAGE-----