UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Intrawest Corporation
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(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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 1, 2006
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(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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (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 IF DISCLOSURE OF LEGAL PROCEEDINGS 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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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.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) [_]
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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
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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.
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Portfolio Manager
/s/Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.