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. 2)
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 Fawcet Place
Greenwich, Connecticut 06830
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 22, 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 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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,482,200
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,263,940
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,263,940
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
154,500
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
154,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
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 ("Cardinal") 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. The Managing Partner and a
Member of Cardinal is Ms. Amy K. Minella. Mr. Eugene Fox and Mr. Robert B.
Kirkpatrick are each Managing Directors and Members of Cardinal and Mr. Thomas
J. Spelman is the Chief Compliance Officer. (Ms. Minella, Mr. Fox, Mr.
Kirkpatrick and Mr. Spelman are collectively referred to herein as the "Members
and Executive Officers").
(d) None of the Reporting Persons nor any of Cardinal's Members and
Executive Officers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of Cardinal's Members and
Executive Officers 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.
This Schedule 13D contains information regarding Shares that may be deemed to be
beneficially owned by Cardinal. Such Shares are held by various investment
management clients, including Cardinal Value Equity Partners, L.P., of Cardinal
("Cardinal Clients") in accounts with respect to which Cardinal has investment
discretion and in certain instances has obtained sole voting power.
As of the date hereof, the Reporting Persons may be deemed to beneficially own
3,263,940 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 Cardinal Clients is $34,256,061.
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 by Cardinal Clients 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, as previously disclosed on the Reporting Persons' initial
filing on Schedule 13D, on September 2, 2005, Cardinal Value Equity Partners, LP
sent a letter to the Board of Directors of the Issuer expressing these concerns.
This Amendment No. 2 to Schedule 13D is being filed to report that on February
22, 2006, Cardinal Value Equity Partners, LP filed under seal a derivative and
class action complaint, Cardinal Value Equity Partners, LP v. Gupta et al. Civil
Action No. 1959-N in the Court of Chancery of the State of Delaware. The
complaint is sealed in accordance with the terms of a confidentiality agreement
between Cardinal Value Equity Partners, LP and the Issuer, dated September 23,
2005 entered into in connection with the Cardinal Value Equity Partners, LP's
demand for inspection of corporate records under Section 220 of Delaware
Corporation Law.
In an effort to protect the investment of Cardinal Clients 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 3,263,940 Shares
and 154,500 Shares, respectively, constituting 6.1% and 0.29% of the Shares of
the Issuer, respectively.
Cardinal Capital Management, LLC has the sole power to vote or direct the vote
of 1,482,200 Shares and dispose or direct the disposition of 3,263,940 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 154,500
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
since February 3, 2006 are listed on Exhibit B.
The 3,263,940 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
since February 3, 2006 are listed on Exhibit B.
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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.
February 24, 2006
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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
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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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 Amendment No. 2 to Schedule 13D dated
February 24, 2006, 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
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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(Name/Title)
Exhibit B
Schedule of Transactions in Shares since February 3, 2006
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Tran Trade Settle Trade
Code Date Date Quantity Amount
---- ----- ------ -------- -------
Buy 2/3/2006 2/8/2006 1,300 14,155.02
Sell 2/6/2006 2/9/2006 200 2,054.93
Buy 2/7/2006 2/10/2006 4,500 47,540.65
Sell 2/14/2006 2/17/2006 100 1,112.70
Sell 2/14/2006 2/17/2006 300 3,338.09
Sell 2/14/2006 2/17/2006 600 6,676.17
Sell 2/14/2006 2/17/2006 1,000 11,126.95
Buy 2/14/2006 2/17/2006 450 5,021.95
Buy 2/15/2006 2/21/2006 2,700 30,510.00