SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)*
InterCept, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
45845L107
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(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
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(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
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(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
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CUSIP No. 45845L107 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,750,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,750,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 45845L107 Page 3 of 8 Pages
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,750,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,750,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,750,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
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14 TYPE OF REPORTING PERSON*
OO
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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
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13D
WITH RESPECT TO
INTERCEPT, INC.]