SECURITIES AND EXCHANGE COMMISSION
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[_] | Rule 13d-1(b) |
[_] | Rule 13d-1(c) |
[X] | Rule 13d-1(d) |
1The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 45845L107 | 13G/A | Page 2 of 5 Pages |
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1. | NAME OF REPORTING PERSON
John W. Collins I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). |
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* | (a) [_] (b) [_] |
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3. | SEC USE ONLY | |
4. | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 0 | |
6. | SHARED VOTING POWER 2,110,604 | ||
7. | SOLE DISPOSITIVE POWER 0 | ||
8. | SHARED DISPOSITIVE POWER 2,110,604 | ||
9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,110,604 |
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10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6% |
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12. | TYPE OF REPORTING PERSON* IN |
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InterCept, Inc.
3150 Holcomb Bridge Road, Suite 200
Norcross, GA 30071
John W. Collins
3150 Holcomb Bridge Road, Suite 200
Norcross, GA 30071
United States of America
Common Stock
45845L107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
Not applicable.
(a) Amount Beneficially Owned:
2,110,604 (1)
(b) Percent of Class:
9.6%
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(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
2,110,604 (2)
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
2,110,604 (2)
(1) Includes options to purchase 1,151,036 shares of common stock that are currently exercisable or that will become exercisable within 60 days of September 20, 2004.
(2)
Mr. Collins entered into a shareholders agreement (the
Shareholders Agreement) with Fidelity National Financial,
Inc., a Delaware corporation (FNF), on September 8, 2004, in
connection with an agreement and plan of merger dated as of September 8,
2004 (the Merger Agreement), among FNF, Fidelity National
Information Services, Inc., a Delaware corporation and wholly owned subsidiary
of FNF (FIS), Fuscia Merger Sub, Inc., a Georgia corporation and
wholly owned subsidiary of FIS, and InterCept, Inc., a Georgia corporation
(InterCept).
Pursuant to the Shareholders Agreement, Mr. Collins granted: (a) an irrevocable proxy to FNF to vote his shares of
InterCept common stock in favor of adoption of the Merger Agreement and against any action
or agreement that is contrary to the Merger Agreement; and (b) an irrevocable option to
purchase his holdings of InterCept common stock for $18.90 per share under circumstances
in which the Merger Agreement is terminated and a termination fee would or may become
payable to FNF. The Shareholders Agreement generally prohibits Mr. Collins from
selling, transferring, assigning, pledging or otherwise disposing of his shares of
InterCept common stock.
References to, and the descriptions of, the Shareholders Agreement are qualified in their entirety by reference to the complete text of such agreement, which is filed as Exhibit 6 to Fidelity National Financial, Inc.s Schedule 13D filed September 17, 2004.
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Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not being held in connection with or as a participant in any transaction having that purpose or effect.
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 8, 2004 (Date) |
/s/ John W. Collins
John W. Collins, Chairman and Chief Executive Officer InterCept, Inc. |
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