kl06076.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
AMENDMENT
NO. 2
(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)
Vertrue,
Inc.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
92534N101
(CUSIP
Number)
Mr.
Michael Palmer
c/o
Brencourt Advisors, LLC
600
Lexington Avenue, 8th Floor
New
York,
NY 10022
(212)
313-9700
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
June
20, 2007
(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 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: o.
SCHEDULE
13D
CUSIP
No. 92534N101
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brencourt
Advisors,
LLC
13-4137530
_______________________________________________________________________________________________
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
_______________________________________________________________________________________________
3)
SEC
USE ONLY
_______________________________________________________________________________________________
4)
SOURCE OF FUNDS AF, OO (managed accounts)
_______________________________________________________________________________________________
5) CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) OR 2(e) o
_______________________________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________________________________________
7) SOLE
VOTING POWER
SHARES __________________________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
EACH __________________________________________________________________________
REPORTING 9) SOLE
DISPOSITIVE POWER
WITH __________________________________________________________________________
10) SHARED
DISPOSITIVE POWER
_______________________________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_______________________________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
__________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
__________________________________________________________________________
14) TYPE
OF REPORTING
PERSON
IA
__________________________________________________________________________
-----------------------------------------------------------------------
1
Includes 1,044,625
shares that the reporting person has the right to acquire. See Item
6.
2
Includes 762,396
shares that the reporting person has the right to acquire. See Item
6.
3
Includes 1,807,021
shares that the reporting person has the right to acquire. See Item
6.
SCHEDULE
13D
CUSIP
No. 92534N101
1) NAME
OF REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brencourt
Credit Opportunities Master, Ltd
32-0006283
_____________________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
_____________________________________________________________________________________
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) o
_____________________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
_____________________________________________________________________________________
7) SOLE
VOTING POWER
SHARES
______________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY none
EACH ______________________________________________________________
REPORTING 9) SOLE
DISPOSITIVE POWER
PERSON
1,449,133
WITH ______________________________________________________________
10) SHARED
DISPOSITIVE POWER
none
_____________________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,449,133
_____________________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
__________________________________________________________________
13)
PERCENT
OF
CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
__________________________________________________________________
14)
TYPE
OF REPORTING
PERSON
CO
__________________________________________________________________
-----------------------------------------
4
Includes 876,594
shares that the reporting person has the right to acquire.
SCHEDULE
13D
CUSIP
No. 92534N101
1) NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brencourt
Merger Arbitrage Master,
Ltd. 32-0006280
___________________________________________________________________________________
2) CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) x
___________________________________________________________________________________
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) o
___________________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
___________________________________________________________________________________
7) SOLE
VOTING POWER
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY none
EACH ____________________________________________________________
REPORTING 9) SOLE
DISPOSITIVE POWER
PERSON 168,031
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
none
___________________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,031
___________________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
_________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
_________________________________________________________________
14)
TYPE
OF REPORTING
PERSON
CO
_________________________________________________________________
-------------------------------------
5
Includes 168,031
shares that the reporting person has the right to acquire.
This
Amendment No. 2 amends and supplements the Schedule 13D Amendment No. 1 filed
with the Securities and Exchange Commission (the “SEC”) on May 23, 2007 (the
“Statement”) by and on behalf of Brencourt Advisors, LLC (“Brencourt Advisors”)
and others with respect to the common stock, par value $0.01 per share (the
"Common Stock"), of Vertrue, Inc., an Delaware corporation (the
"Company").
Item
2. Identity
and Background.
Item
2 of
the Statement is hereby amended and restated as follows:
(a)
- (c) This Statement on Schedule
13D is being filed on behalf of Brencourt Advisors, Brencourt Credit
Opportunities Master, Ltd. (“BCOM”), and Brencourt Merger Arbitrage Master, Ltd.
(“BMM,” and together with Brencourt Advisors and BCOM, the “Reporting
Persons”).
Brencourt
Advisors, a Delaware limited liability company and registered investment adviser
engaged in the management of institutional client accounts, serves as investment
manager to, and has voting and investment discretion over, certain investment
vehicles and managed accounts. The chief executive officer and
majority owner of Brencourt Advisors is Mr. William L. Collins. The
principal business address of Brencourt Advisors and Mr. Collins is 600
Lexington Avenue, 8th Floor,
New York,
NY 10022.
BCOM,
a
Bermuda mutual fund company, is engaged in the business of acquiring, holding
and disposing of investments in various companies. BCOM is owned by
Brencourt Multi-Strategy International, Ltd. (“Multi-Strategy”), a Bermuda
mutual fund company, and certain other affiliated funds each of which is engaged
in the business of investing directly and indirectly in master funds such as
BCOM. Brencourt Advisors is the investment manager of BCOM,
Multi-Strategy and the other funds with ownership interests in
BCOM. The principal business address of BCOM and Multi-Strategy is
Washington Mall West, 2nd Floor,
7 Reid
Street, Hamilton HM 11, Bermuda.
BMM,
a
Bermuda mutual fund company, is engaged in the business of acquiring, holding
and disposing of investments in various companies. BMM is owned by
Multi-Strategy and certain other affiliated funds, each of which is engaged
in
the business of investing directly and indirectly in master funds such as
BMM. Brencourt Advisors is the investment manager of BMM,
Multi-Strategy and the other funds with ownership interests in
BMM. The principal business address of BMM is Washington
Mall West, 2nd
Floor, 7 Reid Street, Hamilton HM 11, Bermuda.
(d)
-
(e) During the last five years, none of the Reporting Entities or any
other person identified in response to this Item 2 was convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or was 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.
Collins is a citizen of the United States.
Item
3. Source
and Amount of Funds or Other Consideration.
Item
3 of
the Statement is hereby amended and supplemented as follows:
The
amount of funds used to purchase the Common Stock by each of the Reporting
Persons (including the purchase price for shares under the agreement referred
to
in Item 6) is as follows:
|
Brencourt
Advisors through certain managed accounts
|
|
$ |
54,352,434
|
|
|
BCOM
|
|
$ |
69,620,116
|
|
|
BMM
|
|
$ |
8,216,732
|
|
The
purchase of the Common Stock in
each case was funded with the respective working capital of the Reporting
Persons or their affiliates, which may include margin loans incurred from time
to time in the ordinary course.
Item
4. Purpose
of Transaction.
Item
4 of
the Statement is hereby amended and supplemented as follows:
On
June
21, 2007, William L. Collins, the Chairman and Chief Executive Officer of
Brencourt Advisors, sent a letter to Gary Johnson, the Company’s Chief Executive
Officer, a copy of which is attached as Exhibit 99.2 hereto and incorporated
by
reference herein. In the letter, Mr. Collins addresses what he
believes to be fundamental errors in the valuation of the Company by Jefferies
Broadview and the failure of the Company to adequately investigate alternatives
to the proposed acquisition by One Equity Partners. Brencourt
Advisors believes these alternatives are feasible and will provide greater
value
to shareholders.
On
June
20, 2007, Brencourt Advisors entered into an agreement for the acquisition
of
shares of the Company’s Common Stock. See Item 6.
Item
5. Interest
in Securities of the Issuer.
|
|
Items
5 (a) and (b) of the Statement are hereby amended and restated as
follows:
|
(a)
Brencourt Advisors may be deemed to be the beneficial owner of the aggregate
amount of 2,745,610 Shares representing approximately 28.1%6, including shares Brencourt Advisors
has the
right to acquire pursuant to the agreement referred to in Item 6, as
follows:
| |
|
|
Shares
Currently
Held
|
|
|
|
Right
to
Acquire
|
|
|
|
Percentage
of
Outstanding Shares
|
|
|
Held
in managed accounts
|
|
|
366,050
|
|
|
|
762,396
|
|
|
|
11.6 |
% |
|
Held
by BCOM
|
|
|
572,539 |
|
|
|
876,594 |
|
|
|
14.8 |
% |
|
Held
by BMM
|
|
|
0
|
|
|
|
168,031
|
|
|
|
1.7 |
% |
BCOM
may
be deemed to be the beneficial owner of 1,449,133 shares of Common Stock
representing approximately 14.8%, including 876,594 shares that BCOM has the
right to acquire pursuant to the agreement referred to in Item 6.
BMM
may
be deemed to be the beneficial owner of 168,031 shares of Common Stock
representing approximately 1.7%, including 168,031 shares that BMM has the
right
to acquire pursuant to the agreement referred to in Item 6.
(b) Brencourt
Advisors may be deemed to have shared voting and dispositive power over the
Common Stock held in managed accounts, and sole voting and dispositive power
over the Common Stock held by BCOM and BMM.
BCOM
may
be deemed to have sole voting and dispositive power over the Common Stock that
it holds.
BMM
may
be deemed to have sole voting and dispositive power over the Common Stock that
it holds.
|
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships With Respect to Securities
of the Issuer.
|
On
June 20, 2007, Brencourt Advisors
entered into a Letter Agreement on behalf of its managed accounts, BCOM,
and
BMM, to acquire 1,807,021 shares of Common Stock (the “Letter
Agreement”). The Purchase is subject to the expiration or early
termination of the applicable waiting period under the Hart-Scott Rodino
Antitrust Improvements Act of 1976 (the “HSR Act’). A copy of the
Letter Agreement is attached as Exhibit 99.3. By
letter
dated as of June 20, 2007, Brencourt Advisors irrevocably waived any right
to
vote or direct the vote of the shares being acquired pursuant to the Letter
Agreement until the expiration or early termination of the applicable waiting
period under the HSR Act. A copy of the letter is attached as Exhibit
99.4.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
No.
|
Exhibit
Description
|
|
99.1
|
Agreement
of Joint Filing among the Reporting Persons, dated June 21,
2007.
|
| |
|
|
99.2
|
Letter
to Gary Johnson, the Company’s Chief Executive Officer, dated June 21,
2007.
|
| |
|
|
99.3
|
Letter
Agreement by Brencourt Advisors on behalf of its managed accounts,
BCOM,
and BMM, dated June 20, 2007.
|
| |
|
|
99.4
|
Letter
of Brencourt Advisors, dated as of June 20,
2007.
|
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned,
the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
By:
/s/ Michael
Palmer
Name:
Michael Palmer
Title: Chief Financial Officer
BRENCOURT
CREDIT OPPORTUNITIES
MASTER,
LTD.
By: Brencourt
Advisors, LLC, its investment advisor
By:
/s/ Michael
Palmer
Name:
Michael Palmer
Title: Chief
Financial Officer
BRENCOURT
MERGER ARBITRAGE
MASTER,
LTD.
By: Brencourt
Advisors, LLC, its investment advisor
By:
/s/ Michael
Palmer
Name:
Michael Palmer
Title: Chief
Financial Officer