SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission Only (as permitted by
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INTERCEPT, INC.
(Name Of Registrant As Specified In Its Charter)
JANA PARTNERS LLC
(Name Of Person(s) Filing Proxy Statement, If Other Than The Registrant)
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|X| No fee required.
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FOR IMMEDIATE RELEASE
For information contact MacKenzie Partners, Inc.:
Lawrence E. Dennedy or Robert C. Marese - (800) 322-2885
GEORGIA FEDERAL COURT DENIES INTERCEPT'S REQUEST FOR INJUNCTIVE
RELIEF; GRANTS RELIEF REQUESTED BY JANA
Atlanta, Georgia -- April 29, 2004 - JANA Partners LLC ("JANA") announced today
that the Atlanta Division of the United States District Court for the Northern
District of Georgia has denied a request for a temporary restraining order and
preliminary injunction sought by InterCept, Inc. (NASDAQ - ICPT) ("InterCept")
to prevent JANA from nominating four directors at InterCept's 2004 Annual
Meeting.
JANA also announced that, consistent with the court's opinion, to avoid
uncertainty at the Annual Meeting and to facilitate an orderly election, it
would nominate only two individuals for election, Marc Weisman and Kevin Lynch,
to replace incumbent directors John W. Collins and Arthur G. Weiss.
Additionally, JANA announced that the court granted JANA's request for alternate
relief, allowing JANA to present shareholder proposals at the Annual Meeting,
the details of which JANA said it intends to present to InterCept shortly.
"We are gratified that the court today granted our request to bring new
proposals for shareholder rights forward at InterCept's annual meeting," JANA
Managing Member Barry S. Rosenstein said today. "This is an important step in
our goal of bringing shareholder democracy to InterCept."
BACKGROUND
In October, 2003, InterCept announced that its Chairman and Chief Executive
Officer, John W. Collins, intended to make an offer to take InterCept private,
and that the InterCept board of directors had formed a special independent
committee to evaluate the possible sale of the Company. On December 12, 2003,
InterCept announced that Mr. Collins would not be making an offer but that
"several third parties initiated contact with the special committee and
expressed interest in InterCept, and the special committee will be evaluating
those indications of interest." Less than two months later, InterCept's board of
directors terminated the sale process and dissolved the special committee.
Following the decision not to continue with the sale process, on February 13,
2004, two of the three independent directors on the special committee, Boone A.
Knox (the then Vice Chairman) and Jon R. Burke, resigned as a result of the
decision.
If elected, the directors nominated by JANA would propose to immediately engage
a nationally recognized investment banking firm to conduct a full and fair
review of the best value-maximizing options for shareholders, including sale of
the company.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
JANA Partners LLC manages securities portfolios with assets of approximately
$1.4 billion and currently owns 1,639,937 shares (approximately 8%) of the
common stock of InterCept.
The following individuals have consented to being nominated by JANA Partners LLC
for election as directors of InterCept at InterCept's 2004 Annual Meeting of
Shareholders.
o Marc Weisman, 51, has been a Principal of Sagaponack Partners, L.P.
for more than the past five years.
o Kevin J. Lynch, 35, has been a Principal of JANA Partners LLC
since 2001. From 1999 to 2001, Mr. Lynch was an Investment
Analyst at Sagaponack Partners, L.P.
The Managing Directors of JANA Partners are Barry S. Rosenstein and Gary Claar.
Barry S. Rosenstein, 45, has been a Managing Member of JANA Partners LLC since
2001. From 1993 to 2001, Mr. Rosenstein was a Principal of Sagaponack Partners,
L.P., a private equity fund. Gary Claar, 37, has been a Managing Member of JANA
Partners LLC since 2001. From 1999 to 2001, Mr. Claar was a Principal of
Marathon Advisors LLC, an investment fund.
The principal business address of Mr. Rosenstein and Mr. Lynch is 201 Post
Street, Suite 1000, San Francisco, California 94108. The principal business
address of Mr. Weisman is 645 Fifth Avenue, New York, New York 10022. The
principal business address of Mr. Claar is 200 Park Avenue, New York, New York
10166.
Mr. Weisman and Mr. Lynch have each agreed, if elected, to serve as a director
of InterCept. JANA Partners does not expect that any of its nominees will be
unable to stand for election or serve as a director, but if any vacancy in JANA
Partners' slate occurs for any reason (including if InterCept makes or announces
any changes to its bylaws or takes or announces any other action that has, or if
completed would have, the effect of disqualifying any or all of JANA Partners'
nominees), JANA Partners will vote for the substitute candidate(s) nominated by
JANA Partners in compliance with the rules of the SEC and any other applicable
law and, if applicable, InterCept's bylaws.
JANA Partners LLC intends to file a proxy statement and other relevant documents
with the SEC in support of the election of Messrs. Lynch and Weisman to the
InterCept board. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. JANA Partners LLC and Messrs. Lynch
and Weisman may be deemed to be participants in the solicitation of proxies from
the shareholders of InterCept in connection with the annual meeting. Information
about these participants will be set forth in the proxy statement filed by JANA
Partners LLC with the SEC. Investors may obtain additional information by
reading the proxy statement when it becomes available.
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