Third Point LLC, et al. · SC 13D/A · Intercept Inc · On 6/24/04 · EX-1

Filed On 6/24/04 3:34pm ET   ·   SEC File 5-55377   ·   Accession Number 899140-4-886

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1                                        8     33K 
 2: EX-1        Letter From the Management Company                     2     10K 

EX-1   ·   Letter From the Management Company

EX-1
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                                                                       Exhibit 1
                                                                       ---------

 [LETTERHEAD OF THIRD POINT MANAGEMENT COMPANY L.L.C.]

June 24, 2004                                                                   

Mr. John W. Collins                                                             
Chairman of the Board and                                                       
Chief Executive Officer                                                         
InterCept, Inc.                                                                 
3150 Holcomb Bridge Road                                                        
Suite 200                                                                       
Norcross, GA   30071                                                            

Dear Mr. Collins:                                                               

I am writing to inform you that we agree with the market's determination that   
InterCept, Inc. (the "Company") should be worth substantially more with your    
imminent involuntary extraction from the position of Chief Executive Officer,   
which we would expect to result from the likely sale of the Company.            
Accordingly, we have increased our stake in the Company to 1,750,000 shares,    
8.6% of the outstanding common valued at approximately $29 million.             

As you know from our letter to you dated May 27, 2004, we have grave doubts     
about your managerial skill, fitness to run a public company and business       
judgment. All of these criticisms were substantiated by the investigation that  
we conducted and the numerous examples that were provided. For these reasons and
the others identified here and in our prior correspondence, we will be pleased  
to withhold authority for a vote in favor of your re-election whenever the      
postponed annual meeting is held.                                               

Unfortunately, your depiction of Third Point Management as a "sleazy hedge fund"
in the June 12, 2004 Atlanta Journal-Constitution is totally baseless and       
possibly libelous. For someone who acquired iBill, a purported "merchant        
processing business" whose real activity is primarily to provide billing        
services to hard core pornographic websites, your credibility as moral arbiter  
is not strong. Perhaps from your vantage point in the porno industry, you find  
it unsavory that I support a children's cancer hospital (Tomorrow's Children's  
Fund), education for disadvantaged youth (Prep for Prep), women's rights in     
third world countries (Equality Now) and numerous other charities. Maybe it is  
the fact that, since inception, my business has generated over $600 million in  
profits and provided numerous jobs, which you find offensive.                   

EX-1
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In any event, calling your second largest shareholder "sleazy" in the media is  
further evidence of your poor judgment and exemplifies the type of behavior that
should provide you with ample opportunity to join your son-in-law on the golf   
course in the not too distant future.                                           

Sincerely,                                                                      

/s/ Daniel S. Loeb                                                              

Daniel S. Loeb                                                                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		5/27/04		1					PRRN14A, SC 13D
		6/12/04		1
Filed On / Filed As Of		6/24/04		1					PRE 14A, DEF 14A, 8-K
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