SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(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)
(Amendment No. 1)
infoUSA Inc.
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(Name of Issuer)
Common Stock, $.0025 Par Value Per Share
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(Title of Class of Securities)
456818301
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(CUSIP Number)
Cardinal Capital Management, LLC
One Fawcet Place
Greenwich, Connecticut 06830
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 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 that 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 [].
CUSIP No. 456818301
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cardinal Capital Management, LLC - 06 1422705
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
1,482,200
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,262,790
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,262,790
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON
IA
CUSIP No. 456818301
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cardinal Value Equity Partners, LP - 06 1425087
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
154,500
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
154,500
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 456818301
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_____________________________________________________________________________
Item 1. Security and Issuer.
The name of the issuer is infoUSA Inc. (the "Issuer"). The address of the
Issuer's offices is 5711 South 86th Circle, Omaha, Nebraska 68127. This schedule
13D relates to the Issuer's Common Stock, $.0025 Par Value Per Share (the
"Shares").
_____________________________________________________________________________
Item 2. Identity and Background.
(a)-(c), (f) This Schedule 13D is being filed by Cardinal Capital
Management, LLC, a Delaware limited liability company ("Cardinal") and Cardinal
Value Equity Partners, LP, a Delaware limited partnership (collectively, the
"Reporting Persons"). The principal business address of the Reporting Persons is
One Fawcet Place, Greenwich, Connecticut 06830. The Managing Partner and a
Member of Cardinal is Ms. Amy K. Minella. Mr. Eugene Fox and Mr. Robert B.
Kirkpatrick are each Managing Directors and Members of Cardinal and Mr. Thomas
J. Spelman is the Chief Compliance Officer. (Ms. Minella, Mr. Fox, Mr.
Kirkpatrick and Mr. Spelman are collectively referred to herein as the "Members
and Executive Officers").
(d) None of the Reporting Persons nor any of Cardinal's Members and
Executive Officers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of Cardinal's Members and
Executive Officers 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.
_____________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule 13D contains information regarding Shares that may be deemed to be
beneficially owned by Cardinal. Such Shares are held by various investment
management clients, including Cardinal Value Equity Partners, L.P., of Cardinal
("Cardinal Clients") in accounts with respect to which Cardinal has investment
discretion and in certain instances has obtained sole voting power.
As of the date hereof, the Reporting Persons may be deemed to beneficially own
3,262,790 Shares.
The funds for the purchase of the Shares by Cardinal Capital Management, LLC
came from the funds and/or managed accounts managed by Cardinal Capital
Management, LLC.
The funds for the purchase of the Shares by Cardinal Value Equity Partners, LP
came from its working capital.
The total cost for the Shares held by the Cardinal Clients is $34,241,580.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
_____________________________________________________________________________
Item 4. Purpose of Transaction.
(a-j) The Shares held by the Reporting Persons were acquired for, and are being
held by Cardinal Clients for, investment purposes on the Reporting Persons'
behalf. The acquisitions of the Shares were made in the ordinary course of the
Reporting Persons' business or investment activities, as the case may be.
The Reporting Persons have certain concerns regarding the conduct of the Board
of Directors, and, as previously disclosed on the Reporting Persons' initial
filing on Schedule 13D, on September 2, 2005, Cardinal Value Equity Partners, LP
sent a letter to the Board of Directors of the Issuer expressing these concerns.
In an effort to protect the investment of Cardinal Clients and the investments
made on behalf of the investors in Cardinal Value Equity Partners, LP, as well
as to maximize shareholder value, the Reporting Persons may acquire additional
Shares, dispose of all or some of these Shares from time to time, in each case
in open market or private transactions, block sales or purchases or otherwise,
or may continue to hold the Shares, depending on business and market conditions,
its continuing evaluation of the business and prospects of the Issuer and other
factors.
Although the Reporting Persons have no concrete plans to do so, the Reporting
Persons may also engage in and may plan for their engagement in:
(1) the acquisition of additional Shares of the Issuer, or the
disposition of Shares of the Issuer;
(2) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization or dividend
policy of the Issuer;
(6) any other material change in the Issuer's business or corporate
structure;
(7) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted on an inter-dealer quotation system of a registered
national securities association;
(9) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; and/or
(10) any action similar to those enumerated above.
Any future decisions of the Reporting Persons to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
_____________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a-e) As of the date hereof, Cardinal Capital Management, LLC and Cardinal Value
Equity Partners, LP may be deemed to be the beneficial owner of 3,262,790 Shares
and 154,500 Shares, respectively, constituting 6.1% and 0.29% of the Shares of
the Issuer, respectively.
Cardinal Capital Management, LLC has the sole power to vote or direct the vote
of 1,482,200 Shares and dispose or direct the disposition of 3,262,790 Shares to
which this filing relates. Cardinal Value Equity Partners, LP has the sole power
to vote or direct the vote of and dispose or direct the disposition of 154,500
Shares to which this filing relates.
The Reporting Persons specifically disclaim beneficial ownership in the Shares
reported herein except to the extent of their pecuniary interest therein.
All transactions in the Shares which have been effected by the Reporting Persons
during the 60 days prior to February 2, 2006 are listed on Exhibit B.
The 3,262,790 Shares were acquired for investment purposes. The Reporting
Persons may acquire additional Shares, dispose of all or some of these Shares
from time to time, in each case in open markets or private transactions, block
sales or purchases or otherwise, or may continue to hold the Shares.
_____________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares.
_____________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as
Exhibit A
Transactions in the Shares which have been effected by the Reporting Persons
during the 60 days prior to February 2, 2006 are listed on Exhibit B.
_____________________________________________________________________________
SIGNATURE
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.
February 9, 2006
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(Date)
CARDINAL VALUE EQUITY PARTNERS, LP
By: Cardinal Capital Management, LLC
General Partner
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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(Name/Title)
* The Reporting Person disclaims beneficial ownership except to the extent of
its pecuniary interest therein.
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 1 to Schedule 13D dated
February 9, 2006, relating to the Common Stock of infoUSA Inc. shall be filed on
behalf of the undersigned.
CARDINAL VALUE EQUITY PARTNERS, LP*
By: Cardinal Capital Management, LLC
General Partner
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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(Name/Title)
CARDINAL CAPITAL MANAGEMENT, LLC*
/s/ Amy K. Minella
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(Signature)
Amy K. Minella
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(Name/Title)
Exhibit B
Schedule of Transactions in Shares in the last 60 days
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Tran Trade Settle Trade Price Per
Code Date Date Quantity Amount Share
---- ----- ------ -------- ------- ---------
Buy 12/1/2005 12/6/2005 10,000 103,900.00 10.3900
Buy 12/2/2005 12/7/2005 1,100 11,531.58 10.4833
Buy 12/6/2005 12/9/2005 1,700 17,510.00 10.3000
Buy 12/7/2005 12/12/2005 900 9,423.45 10.4705
Buy 12/7/2005 12/12/2005 24,500 256,527.25 10.4705
Sell 12/15/2005 12/20/2005 1,300 14,235.44 10.9503
Sell 12/15/2005 12/20/2005 800 8,760.27 10.9503
Sell 12/15/2005 12/20/2005 400 4,380.14 10.9504
Buy 12/19/2005 12/22/2005 900 9,811.97 10.9022
Buy 12/20/2005 12/23/2005 23,200 256,510.80 11.0565
Buy 12/21/2005 12/27/2005 9,200 102,542.28 11.1459
Buy 12/21/2005 12/27/2005 2,300 25,485.36 11.0806
Buy 12/29/2005 1/4/2006 24,400 268,341.44 10.9976
Buy 12/30/2005 1/5/2006 2,400 26,295.80 10.9566
Buy 12/30/2005 1/5/2006 4,400 48,235.88 10.9627
Buy 1/3/2006 1/6/2006 700 7,373.44 10.5335
Buy 1/5/2006 1/10/2006 10,000 103,226.00 10.3226
Buy 1/5/2006 1/10/2006 8,200 84,645.32 10.3226
Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226
Buy 1/5/2006 1/10/2006 1,200 12,387.12 10.3226
Buy 1/5/2006 1/10/2006 12,500 129,032.50 10.3226
Buy 1/5/2006 1/10/2006 500 5,161.30 10.3226
Buy 1/5/2006 1/10/2006 1,600 16,516.16 10.3226
Buy 1/5/2006 1/10/2006 8,100 83,613.06 10.3226
Buy 1/5/2006 1/10/2006 1,100 11,354.86 10.3226
Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226
Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226
Buy 1/5/2006 1/10/2006 1,100 11,354.86 10.3226
Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226
Buy 1/5/2006 1/10/2006 15,000 154,839.00 10.3226
Buy 1/5/2006 1/10/2006 300 3,118.78 10.3959
Buy 1/5/2006 1/10/2006 300 3,118.78 10.3959
Buy 1/5/2006 1/10/2006 400 4,144.04 10.3601
Buy 1/5/2006 1/10/2006 1,000 10,322.60 10.3226
Buy 1/5/2006 1/10/2006 300 3,116.78 10.3893
Buy 1/5/2006 1/10/2006 1,400 14,451.64 10.3226
Buy 1/5/2006 1/10/2006 500 5,173.30 10.3466
Buy 1/5/2006 1/10/2006 400 4,144.04 10.3601
Buy 1/5/2006 1/10/2006 400 4,146.04 10.3651
Buy 1/5/2006 1/10/2006 300 3,096.78 10.3226
Buy 1/5/2006 1/10/2006 200 2,064.52 10.3226
Buy 1/5/2006 1/10/2006 400 4,129.04 10.3226
Buy 1/5/2006 1/10/2006 600 6,193.56 10.3226
Buy 1/5/2006 1/10/2006 1,300 13,419.38 10.3226
Buy 1/5/2006 1/10/2006 500 5,146.25 10.2925
Buy 1/5/2006 1/10/2006 300 3,081.78 10.2726
Buy 1/5/2006 1/10/2006 7,800 80,516.28 10.3226
Buy 1/10/2006 1/13/2006 5,600 60,272.80 10.7630
Buy 1/13/2006 1/19/2006 4,000 43,135.40 10.7839
Buy 1/19/2006 1/24/2006 6,400 69,002.88 10.7817
Buy 1/19/2006 1/24/2006 2,300 24,599.86 10.6956
Sell 1/23/2006 1/26/2006 470 4,922.76 10.4740
Buy 1/24/2006 1/27/2006 8,400 94,571.40 11.2585
Sell 1/25/2006 1/27/2006 200 2,179.93 10.8997
Buy 1/26/2006 1/31/2006 14,100 156,432.45 11.0945
Buy 1/30/2006 2/2/2006 700 7,749.00 11.0700
Buy 2/1/2006 2/6/2006 9,100 101,801.70 11.1870
Buy 2/1/2006 2/6/2006 5,900 66,332.52 11.2428
Buy 2/2/2006 2/7/2006 5,800 63,387.62 10.9289
Buy 2/2/2006 2/7/2006 34,500 380,828.25 11.0385
Buy 2/2/2006 2/7/2006 13,500 149,019.75 11.0385