UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
AMENDMENT
NO. 3
(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)
July
11, 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.
This
Amendment No. 3 amends and supplements the Schedule 13D Amendment No. 2
filed
with the Securities and Exchange Commission (the “SEC”) on June 20, 2007 (the
“Statement”) by and on behalf of Brencourt Advisors, LLC (“Brencourt”) 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
4. Purpose
of Transaction.
Item
4 of
the Statement is hereby amended and supplemented as follows:
On
July
11, 2007, Thomas W. Smith, Scott J. Vassalluzzo, Prescott Associates L.P.
(collectively, “Prescott”) and Brencourt consummated the transaction
contemplated by the Letter Agreement. At the closing, Prescott sold
to one or more funds managed by Brencourt an aggregate of 1,805,778 shares
of
Common Stock of the Company for a price of $48.907 per share.
On
July
19, 2007, Brencourt executed a letter agreement dated July 18, 2007 with
Velo
Holdings Inc. (“Velo”), pursuant to which Brencourt agreed, with respect to the
Company’s Common Stock for which Brencourt has voting power, to vote such shares
in favor of an amended merger agreement between the Company and Velo and
for an
option to purchase shares of Velo’s capital stock. See Item
6.
On
July
19, 2007, Brencourt entered into a non-disclosure agreement with the
Company. See Item 6.
|
Item
6.
|
Contracts,
Arrangements, Understanding or Relationships With Respect to
Securities
of the Issuer.
|
Item
6 of
the Statement is hereby amended and supplemented as follows:
On
July 19, 2007, Brencourt executed a
letter agreement dated July 18, 2007 with Velo, pursuant to which Brencourt
agreed to vote in favor of the proposed merger by and among Velo, Velo
Acquisition Inc. and the Company (the “Merger Agreement”), if the Merger
Agreement is amended to increase the Per Share Merger Consideration (as
defined
in the Merger Agreement) from $48.50 to $50.00 (the “Velo Letter
Agreement”). Additionally, the Velo Letter Agreement grants Brencourt
the non-transferable right to acquire an interest in equity securities
of Velo
in an amount of not less than $10,000,000 and not more than $25,000,000,
on
terms equivalent to the terms on which Rho Ventures V Affiliates, L.L.C.
and Rho
Ventures V, L.P. have agreed to invest. A copy of the Velo Letter
Agreement is attached as Exhibit 99.5.
On
July
19, 2007 Brencourt entered into a non-disclosure agreement with the Company
in
connection with its possible business transaction with the Company (the
“Vertrue
Letter Agreement”). A copy of the Vertrue Letter Agreement is
attached as Exhibit 99.6.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Item
7 of
the Statement is hereby amended and supplemented as follows:
|
Exhibit
No.
|
Exhibit
Description
|
| 99.1 |
Agreement
of Joint Filing among the Reporting Persons, dated July 20,
2007.
|
| 99.5 |
Letter
Agreement, dated July 18, 2007, from James Koven, the Vice President
and
Secretary of Velo to William L. Collins, the Chairman and Chief
Executive
Officer of Brencourt.
|
|
99.6
|
Letter
Agreement, dated July 19, 2007, from George W. M. Thomas, the
Senior Vice
President and General Counsel of the Company to William L. Collins,
the
Chairman and Chief Executive Officer of
Brencourt.
|
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