UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Intrawest Corporation
(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
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 17, 2005
(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
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
771,700 (See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,616,300 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,616,300 (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)
5.4% (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.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable (See Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
7 SOLE VOTING POWER
1,844,600 (See Item 5)
8 SHARED VOTING POWER
771,700 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,616,300 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,616,300 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES*
13 5.4% (See Item 4)
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D relates is shares
("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 Schedule 13D is
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 owner
and Managing Member of Pirate Capital LLC and a citizen of the United States.
Each of the aforesaid reporting persons ("Reporting Persons") is deemed
to be the Stock of the Issuer beneficial owner of an aggregate of
2,616,300 shares of the Common (the Shares), which Shares are owned of
record, in part, by each of Jolly Roger Fund LP, Jolly Roger Offshore
Fund LTD, and Mint Master Fund LTD (the "Holders"). The persons
filing this report disclaim that they and/or the Holders are members
of a group as defined in Regulation 13D-G.
(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 $52,356,804 was paid to acquire the Shares as
detailed in Item 5.
Item 4. Purpose of Transaction
The securities covered by this Schedule 13D were acquired by each of the
Reporting Persons for investment purposes. The Holders acquired the Shares
believing them to be materially undervalued.
Except for the actions referred to in the preceding paragraph, none of the
persons on behalf of whom this Schedule 13D is filed currently has other plans
or proposals that relate to or would result in any of the consequences listed
in paragraphs (a) through (j) of Item 4 of the Special Instructions for
Complying with Schedule 13D.
Pirate Capital LLC intends to review on a continuing basis the investments by
the Holders in the Issuer on behalf of which it has dispositive power. Based
on such continuing review, and all other factors deemed relevant, Pirate Capital
LLC may exercise its authority on behalf of one or more of the Holders to sell
or seek the sale of all or part of the Shares or to increase a Holder's holdings
of Common Stock of the Issuer.
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. Pirate Capital
LLC has sole disposition power with respect to all of the Shares owned
by Jolly Roger Offshore Fund LTD. By virtue of his position as sole
Managing Member of Jolly Roger Offshore Fund LTD, Thomas R. Hudson Jr.
has sole voting power with respect to the Shares owned by Jolly Roger
Offshore Fund 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 771,700 of the Shares and sole disposition power with respect to 2,616,300 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to
1,844,600 of the Shares and shared voting power with respect to 717,700 of the
Shares and shared disposition power with respect to 2,616,300 of the Shares;
(b) All of the Shares were purchased by the Holders in open market transactions.
The following purchases and sales were made by each of the Holders in the last
sixty days.
Jolly Roger Offshore LTD
Date Shares Share
Trade Date Quantity Price
2005-05-05 5,000.00 19.95
2005-05-05 5,000.00 20.00
2005-05-23 33,900.00 21.60
2005-06-01 5,300.00 21.81
2005-06-17 25,000.00 23.50
2005-06-17 100,000.00 23.50
2005-06-17 75,000.00 23.50
2005-06-20 22,500.00 23.50
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships with
respect to securities of the Company with any persons except as set forth
in Item 4 above.
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: June 28, 2005
Pirate Capital LLC
By: Thomas R. Hudson Jr.
Portfolio Manager