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)
February 8, 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(b)(3) or (4), 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 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Not Applicable (See Item 3)
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5 CHECK BOX 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
858,300 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,422,200 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,422,200 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
11.08% (See Item 4)
14 TYPE OF REPORTING PERSON*
00 (See Item 2)
CUSIP: 460915200
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Not Applicable (See Item 3)
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5 CHECK BOX 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
4,563,900 (See Item 5)
8 SHARED VOTING POWER
858,300 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,422,200 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,422,200 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 11.08% (See Item 4)
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. 5 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 5,422,200 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").
(d) and (e) Within the last five years, neither Pirate Capital LLC nor
Thomas R. Hudson Jr. has been i) convicted in a criminal proceeding, or
ii) 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.
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 $125,073,084 was paid to acquire the Shares as
detailed in Item 5.
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 sole 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 sole disposition power with respect to all of 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 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 disposition power with respect to all Shares
as to which Pirate Capital, LLC has voting power or disposition power.
Based on the foregoing, Pirate Capital LLC has sole voting power with respect
to 858,300 of the Shares and sole disposition power with respect to 5,422,200 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to
4,563,900 of the Shares and shared voting power with respect to 858,300 of the
Shares and shared disposition power with respect to 5,422,200 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 OFFSHORE FUND LTD
Trade Date Number of Shares Price
2006-02-07 260,500 26.98
2006-02-08 164,300 27.06
JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD
Trade Date Number of Shares Price
2006-01-03 75,000 28.69
2006-01-04 25,000 28.64
2006-02-07 200,000 26.98
The following sets forth all sales made by each of the Holders since the last
filing of an amendment to the Schedule 13D:
JOLLY ROGER FUND LP
Trade Date Number of Shares Price
2006-01-03 75,000 28.69
2006-01-04 25,000 28.64
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None
Item 7. Material to Be Filed as Exhibits
None
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: February 9, 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.