SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
infoUSA Inc.
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(Name of Issuer)
Common Stock, $.0025 Par Value Per Share
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(Title of Class of Securities)
456818301
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(CUSIP Number)
Cardinal Capital Management, LLC
One Fawcett Place
Greenwich, Connecticut 06830
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 16, 2005
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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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
CUSIP No. 456818301
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cardinal Capital Management, LLC - 06 1422705
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,205,610
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
2,719,470
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,719,470
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14. TYPE OF REPORTING PERSON
IA
CUSIP No. 456818301
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cardinal Value Equity Partners, LP - 06 1425087
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
122,700
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
122,700
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.002%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 456818301
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Item 1. Security and Issuer.
The name of the issuer is infoUSA Inc. (the "Issuer"). The address of the
Issuer's offices is 5711 South 86th Circle, Omaha, Nebraska 68127. This schedule
13D relates to the Issuer's Common Stock, $.0025 Par Value Per Share (the
"Shares").
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Item 2. Identity and Background.
(a)-(c), (f) This Schedule 13D is being filed by Cardinal Capital
Management, LLC, a Delaware limited liability company and Cardinal Value Equity
Partners, LP, a Delaware limited partnership (collectively, the "Reporting
Persons"). The principal business address of the Reporting Persons is One Fawcet
Place, Greenwich, Connecticut 06830.
(d) Neither of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, the Reporting Persons may be deemed to beneficially own
2,719,470 Shares.
The funds for the purchase of the Shares by Cardinal Capital Management, LLC
came from the funds and/or managed accounts managed by Cardinal Capital
Management, LLC.
The funds for the purchase of the Shares by Cardinal Value Equity Partners, LP
came from its working capital.
The total cost for the Shares held by the Reporting Persons is $28,533,390.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
(a-j) The Shares held by the Reporting Persons were acquired for, and are being
held for, investment purposes on the Reporting Persons' behalf. The acquisitions
of the Shares were made in the ordinary course of the Reporting Persons'
business or investment activities, as the case may be.
The Reporting Persons have certain concerns regarding the conduct of the Board
of Directors, and on September 2, 2005, Cardinal Value Equity Partners, LP sent
a letter to the Board of Directors of the Issuer expressing these concerns. A
copy of this letter is attached to this Schedule 13D as Exhibit C.
In an effort to protect their investment and the investments made on behalf of
the investors in Cardinal Value Equity Partners, LP, as well as to maximize
shareholder value, the Reporting Persons may acquire additional Shares, dispose
of all or some of these Shares from time to time, in each case in open market or
private transactions, block sales or purchases or otherwise, or may continue to
hold the Shares, depending on business and market conditions, its continuing
evaluation of the business and prospects of the Issuer and other factors.
Although the Reporting Persons have no concrete plans to do so, the Reporting
Persons may also engage in and may plan for their engagement in:
(1) the acquisition of additional Shares of the Issuer, or the disposition
of Shares of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend policy
of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(10) any action similar to those enumerated above.
Any future decisions of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
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Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, Cardinal Capital Management, LLC and Cardinal Value
Equity Partners, LP may be deemed to be the beneficial owner of 2,719,470 Shares
and 122,700 Shares, respectively, constituting 5.1% and 0.002% of the Shares of
the Issuer, respectively.
Cardinal Capital Management, LLC has the sole power to vote or direct the vote
of 1,205,610 Shares and dispose or direct the disposition of 2,719,470 Shares to
which this filing relates. Cardinal Value Equity Partners, LP has the sole power
to vote or direct the vote of and dispose or direct the disposition of 122,700
Shares to which this filing relates.
The Reporting Persons specifically disclaim beneficial ownership in the Shares
reported herein except to the extent of their pecuniary interest therein.
All transactions in the Shares which have been effected by the Reporting Persons
during the 60 days prior to September 16, 2005 are listed on Exhibit B.
The 2,719,470 Shares were acquired for investment purposes. The Reporting
Persons may acquire additional Shares, dispose of all or some of these Shares
from time to time, in each case in open markets or private transactions, block
sales or purchases or otherwise, or may continue to hold the Shares.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as
Exhibit A
Transactions in the Shares which have been effected by the Reporting Persons
during the 60 days prior to September 16, 2005 are listed on Exhibit B.
A letter to the Board of Directors dated September 2, 2005 is attached as
Exhibit C.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 26, 2005
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(Date)
CARDINAL VALUE EQUITY PARTNERS, LP
By: Cardinal Capital Management, LLC
General Partner
/s/ Amy K. Minella
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(Signature)
Amy K. Minella/Managing Member
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella/Managing Member
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(Name/Title)
* The Reporting Person disclaims beneficial ownership except to the extent of
its pecuniary interest therein.
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this schedule 13D dated September 26, 2005,
relating to the Common Stock of infoUSA Inc. shall be filed on behalf of the
undersigned.
CARDINAL VALUE EQUITY PARTNERS, LP
By: Cardinal Capital Management, LLC
General Partner
/s/ Amy K. Minella
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(Signature)
Amy K. Minella/Managing Member
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella/Managing Member
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(Name/Title)
Exhibit B
Schedule of Transactions in Shares in the last 60 days
Tran Trade Settle Trade Price Per
Code Date Date Quantity Amount Share
---- ----- ------ -------- ------- ---------
Buy 7/18/2005 7/21/2005 5,600 63,504 11.3400
Buy 7/19/2005 7/22/2005 235,000 2,772,342 11.7972
Buy 7/21/2005 7/26/2005 2,000 23,513 11.7565
Buy 7/29/2005 8/3/2005 28,900 342,465 11.8500
Sell 7/29/2005 8/3/2005 900 10,584 11.7600
Buy 8/3/2005 8/8/2005 4,400 51,640 11.7364
Sell 8/4/2005 8/9/2005 300 3,476 11.5865
Buy 8/12/2005 8/17/2005 1,900 22,065 11.6130
Buy 8/15/2005 8/18/2005 17,200 200,970 11.6843
Sell 8/17/2005 8/22/2005 200 2,310 11.5495
Sell 8/25/2005 8/30/2005 4,100 43,714 10.6618
Sell 8/26/2005 8/31/2005 14,600 159,281 10.9096
Buy 8/29/2005 9/1/2005 76,500 754,811 9.8668
Buy 8/30/2005 9/2/2005 100,000 1,002,943 10.0294
Sell 8/31/2005 9/6/2005 400 4,023 10.0566
Buy 9/1/2005 9/7/2005 1,200 12,827 10.6890
Sell 9/8/2005 9/13/2005 200 2,132 10.6596
Long In 9/15/2005 9/15/2005 121,300 1,286,993 10.6100
Buy 9/16/2005 9/21/2005 125,200 1,322,918 10.5664
Exhibit C
September 2, 2005
BY FEDERAL EXPRESS
Mr. Vinod Gupta infoUSA Inc.
Corporate Headquarters
5711 S. 86th Circle
Omaha, Nebraska 68127
Re: Demand For Access To Records Pursuant to 8 Del. C. ss.220
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Dear Mr. Gupta:
This office represents Cardinal Value Equity Partners, LP
("Cardinal"), a shareholder of infoUSA Inc. ("infoUSA" or the "Company").
Cardinal owns of record 100 shares of infoUSA. Please accept this letter as
Cardinal's demand for inspection of books and records pursuant to 8 Del. C. ss.
220. Cardinal demands inspection of:
1. Minutes of all meetings of the Board of Directors which considered,
discussed or analyzed the offer received from Vinod Gupta which was the subject
of an announcement by infoUSA on or about June 13, 2005 by infoUSA ("the
Offer").
2. All minutes of the Board of Directors meetings which discuss or
consider in any way the creation, dissolution, existence, authority and/or
activities of the Special Committee of the Board of Directors (the "Special
Committee") which was formed as a result of the Offer.
3. All minutes of meetings of the Special Committee.
4. All minutes of the Board of Directors meetings that consider,
analyze or discuss any and every interested party transaction between infoUSA
and, directly or indirectly, any member of the Board of Directors, including but
not limited to:
i) transactions involving the Company and Annapurna corporation;
ii) transactions between the Company and NetJets;
iii) transactions between the Company and Everest Asset
Management;
iv) transactions between the Company and Everest Investment
Management
v) the Company's investments in Everest3 Fund;
vi) the Company's investments in Everest Funds Management LLC;
vii) the employment of Laurel Gupta; and
viii) the employment of Jess Gupta.
5. All minutes of the Board of Directors meetings which authorize,
consider or discuss management perquisites, including but not limited to the Sky
Box at the University of Nebraska-Lincoln.
6. All minutes of the Board of Directors meetings which discuss,
consider or authorize transactions involving any exchange of financial value
between the Company and, directly or indirectly, any member of the Board of
Directors, including but not limited to, any company in which the Board of
Directors has a greater than 10% equity ownership, any company in which a member
of the Board of Directors is either a director or senior officer and/or any
charity with which any member of the Board of Directors holds any position.
7. Minutes of the Board of Directors meetings which consider,
authorize or discuss direct and indirect compensation of and financial
transactions with Vinod Gupta including but not limited to bonuses and loans to
Vinod Gupta.
8. Minutes of the Board of Directors meetings which consider,
authorize or discuss providing information to Stephens & Co.
9. A list of and copy of documents provided to Stephens & Co.
As used herein, "minutes of the Boards of Directors meetings"
refers not only to minutes of the full Board of Directors but also to any
committee or subcommittee thereof. Demands for minutes of meetings also include
a demand for all transcripts of such meetings, all documents provided to board
members or considered by board members either before or during the board
meeting(s) in connection with the issues that are the subject of the demand.
Demands for minutes do not include demands for any portion of the minutes which
are unrelated. Cardinal is prepared to accept those minutes in redacted form.
Similarly, such demands do not include demands for documents provided to or
considered by the Board with respect to activity not the subject of these
demands.
These demands are not to be interpreted as requiring production
of all documents containing the matters identified or all copies of such
documents. Instead, the demand seeks production only of sufficient documents so
as to have a complete record of the Board's actions, deliberations and
considerations of the issues raised of.
Demands numbered 1 through 3 seek minutes without regard to the
date of the meeting or the date of the preparation of the minutes. Demands 4
through 7 seek minutes which relate to meetings subsequent to January 1, 2001.
The purpose of this demand is to investigate the conduct of the
Board with respect to the Offer and the activities of the Special Committee, to
investigate the independence of the members of the Board, to investigate the
oversight the Board has exercised, if any, with respect to interested party
transactions and executive perquisites.
We look forward to your reply.
Sincerely,
R. Bruce McNew
RBM/acc
bcc: Eugene Fox
Robert B. Kirkpatrick
VERIFICATION OF DEMAND
I, Robert B. Kirkpatrick, am a manager director of Cardinal
Capital Management, LLC, the general partner of Cardinal Value Equity Partners,
LP. I have read the foregoing demand from our attorney and do hereby state under
oath that the matters set forth in the demand with respect to the documents
demanded and the purpose of the demand are true and accurate to the best of my
knowledge, information and belief. I further state that Taylor & McNew, LLP is
authorized to act as our attorneys in connection with this demand for books and
records pursuant to 8 Del. C. ss. 220.
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Robert B. Kirkpatrick
State of _________________ :
:
__________________County :
SWORN TO AND SUBSCRIBED before me this ___ day of _________, 2005.
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Notary Public
01269.0001 #603184