SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Infinity Property & Casualty Corporation
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
45665Q103
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point Management Company L.L.C.
360 Madison Avenue, 24th Floor
New York, NY 10017
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jack H. Nusbaum, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
January 7, 2005
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
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CUSIP No. 45665Q103 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,150,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,150,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,150,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 45665Q103 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Management Company L.L.C.
I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDING 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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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,150,000
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
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10 SHARED DISPOSITIVE POWER
1,150,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,150,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON*
OO
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This Schedule 13D is being filed on behalf of Third Point Management
Company L.L.C., a Delaware limited liability company (the "Management Company"),
and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management
Company, the "Reporting Persons"). This Schedule 13D relates to the common
stock, no par value, of Infinity Property & Casualty Corporation, an Ohio
corporation (the "Company"). Unless the context otherwise requires, references
herein to the "Common Stock" are to such common stock of the Company. The
Management Company is the investment manager or adviser to a variety of hedge
funds and managed accounts (such funds and accounts, collectively, the "Funds").
The Funds directly own the Common Stock to which this Schedule 13D relates, and
the Reporting Persons may be deemed to have beneficial ownership over such
Common Stock by virtue of the authority granted to them by the Funds to vote and
to dispose of the securities held by the Funds, including the Common Stock.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Company is 2204 Lakeshore Drive, Birmingham,
Alabama.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the
managing member of the Management Company and controls the Management Company's
business activities. The Management Company is organized as a limited liability
company under the laws of the State of Delaware.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 360 Madison Avenue, 24th Floor, New York, NY
10017.
(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds, and to control the investing and
trading in securities of the Funds. The principal business of Mr. Loeb is to act
as the managing member of the Management Company.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members 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.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other
Consideration.
The Funds expended an aggregate of $28,009,203.01 of their own investment
capital to acquire the 1,150,000 shares of Common Stock held by them (the
"Shares"). The Shares were acquired in open market purchases.
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co.
(the "Primary Brokers") which may extend margin credit to the Funds as and when
required to open or carry positions in the margin accounts, subject to
applicable Federal margin regulations, stock exchange rules and the firm's
credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the
accounts.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares by the Funds is for
investment. The Reporting Persons may cause the Funds to make further
acquisitions of Common Stock from time to time or to dispose of any or all of
the shares of Common Stock held by the Funds at any time.
By letter dated December 17, 2004 the Reporting Persons submitted to the
Company, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, a
shareholder proposal to be included in the Company's proxy statement for its
2005 annual meeting. The proposal by the Reporting Persons read:
"We recommend to the Board of Directors [the "Board"] that they authorize
and initiate a share repurchase program to return excess capital to
shareholders. Through the shareholders' support for this proposal, we hope
to send a strong signal to management and the Board that we will not sit
idly by while value is eroded and that we expect the Board to act in a
shareholder-oriented manner with respect to capital management."
5
On January 7, 2005, the Company announced a share repurchase program under
which the Company may repurchase up to $50 million of the Company's outstanding
common stock over the next three years.
By letter dated January 13, 2005, in light of the Company's announcement
authorizing the share repurchase program, the Reporting Persons withdrew their
shareholder proposal for inclusion in the Company's 2005 proxy materials. In the
letter, the Reporting Persons indicated that although they agree with the
Board's recent announcement authorizing the share repurchase program, the size
of the authorization is not proportional to the size of the Company's current
and expected amount of excess capital. The Reporting Persons urged the Company
to exhaust this authorization swiftly and return to the Board with a request for
a more sizable authorization.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies, including the Company, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
Except as set forth above, and in the letter attached hereto as Exhibit 2,
the Reporting Persons do not have any present plans or proposals that relate to
or would result in any of the actions required to be described in Item 4 of
Schedule 13D. Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 1,150,000 shares of Common Stock. The Management Company
shares voting and dispositive power over such holdings with Mr. Loeb and with
the Funds. As of January 14, 2005, the Shares represented 5.6% of the total
20,657,696 shares
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of Common Stock outstanding at November 1, 2004 as reported in the Company's
quarterly report on Form 10-Q for the quarterly period ended September 30, 2004.
None of the individual Funds owns a number of shares of Common Stock equal to or
greater than 5% of such total Common Stock outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 1,150,000 shares of Common Stock held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Stock during the past sixty days.
All of the transactions set forth on Schedule A, except as may be otherwise
noted therein, were effected in open market purchases on NASDAQ through the
Primary Brokers.
Except as set forth above, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting Persons, nor, to the
best of their knowledge, any of their directors, executive officers, general
partners or members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
By virtue of the relationships among the Reporting Persons and the Funds,
as described in Item 2, the Reporting Persons and the Funds may be deemed to be
a "group" under the Federal securities laws. Except as otherwise set forth in
this Schedule 13D, each Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock beneficially owned by any other
Reporting Person or the Funds, and the filing of this Statement shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or under
any provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose, that any Reporting Person is a beneficial owner of any such
shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons
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named in Item 2 or between such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of January 14, 2005, by and between the
Reporting Persons.
2. Letter from the Management Company to the Chairman, President and Chief
Executive Officer of the Company, dated January 13, 2005.
8
Schedule A
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(Transactions by the Funds in Common Stock
during the past sixty days)
Date Transaction Shares Price Per Share
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11/30/2004 Buy 40,000 36.8284
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12/1/2004 Buy 10,000 37.0000
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12/16/2004 Buy 35,000 34.4397
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12/17/2004 Buy 10,000 34.0974
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12/20/2004 Buy 15,000 34.2603
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01/03/05 Buy 35,000 35.3400
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01/03/05 Sell (35,000) 35.3400
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01/06/05 Buy 40,000 34.4869
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01/06/05 Buy 50,000 34.5200
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01/07/05 Buy 100,000 34.8238
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01/07/05 Buy 50,000 34.7650
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 14, 2005
THIRD POINT MANAGEMENT
COMPANY L.L.C.
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb
[SIGNATURE PAGE TO SCHEDULE 13D
WITH RESPECT TO
INFINITY PROPERTY & CASUALTY CORPORATION]