Phillip Goldstein, Andrew Dakos, and Steven Samuels‘ Bulldog Investors has sent another letter to the board of Hill International Inc (NYSE:HIL), expressing the hope that the company’s upcoming annual shareholders’ meeting, where nominated candidates will be elected, will be conducted fairly. The letter points out that Hill International lost a lawsuit last year in which an affiliate of Bulldog’s sued for the right to nominate candidates and present proposals at the company’s shareholders’ meeting. The letter claims that the company may have lost as much as $1 million in the legal battle. The letter also points to a couple of legal precedents which firmly state the company’s legal obligations to its shareholders.
Bulldog Investors sent a letter to Hill International in mid-February which questioned the board’s refusal to consider a generous buyout offer and called the company’s strategic plan a dismal failure. The fund owns 2.06 million shares of Hill International, down by 1,000 shares from the February 17 filing, while having shared voting power over another 1.87 million shares. Bulldog was one of 11 of the hedge funds tracked by Insider Monkey which were long the stock at the end of 2015. Bulldog’s position was the largest of those investors, with the second-most bullish fund manager being Peter Schliemann of Rutabaga Capital Management, with a $10.8 million position. Some other hedge funds and institutional investors that hold long positions contain Charles Paquelet’s Skylands Capital, Jim Simons’ Renaissance Technologies, and Peter Algert and Kevin Coldiron’s Algert Coldiron Investors.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
BULLDOG INVESTORS | 2,063,331 | 1,865,500 | 2,063,331 | 1,865,500 | 3,928,831 | 7.60% |
FULL VALUE PARTNERS | 716,946 | 0 | 716,946 | 0 | 716,946 | 1.39% |
ANDREW DAKOS | 2,063,331 | 1,865,500 | 2,063,331 | 1,865,500 | 3,928,831 | 7.60% |
PHILLIP GOLDSTEIN | 2,063,331 | 1,865,500 | 2,063,331 | 1,865,500 | 3,928,831 | 7.60% |
STEVEN SAMUELS | 2,063,331 | 1,865,500 | 2,063,331 | 1,865,500 | 3,928,831 | 7.60% |
CRESCENDO PARTNERS II | 2,549,374 | 0 | 2,549,374 | 0 | 2,549,374 | 4.9% |
CRESCENDO INVESTMENTS II | 2,549,374 | 0 | 2,549,374 | 0 | 2,549,374 | 4.9% |
CRESCENDO PARTNERS III | 164,058 | 0 | 164,058 | 0 | 164,058 | Less than 1% |
CRESCENDO INVESTMENTS III | 164,058 | 0 | 164,058 | 0 | 164,058 | Less than 1% |
CRESCENDO ADVISORS II | 2,713,432 | 0 | 2,713,432 | 0 | 2,713,432 | 5.2% |
JAMARANT CAPITAL | 64,426 | 0 | 64,426 | 0 | 64,426 | Less than 1% |
JAMARANT INVESTORS | 64,426 | 0 | 64,426 | 0 | 64,426 | Less than 1% |
JAMARANT ADVISORS | 64,426 | 0 | 64,426 | 0 | 64,426 | Less than 1% |
ERIC ROSENFELD | 2,741,929 | 0 | 2,741,929 | 0 | 2,741,929 | 5.3% |
GREGORY R. MONAHAN | 13,000 | 64,426 | 13,000 | 64,426 | 77,426 | Less than 1% |
DAVID SGRO | 15,500 | 64,426 | 15,500 | 64,426 | 79,926 | Less than 1% |
PAUL EVANS | 0 | 0 | 0 | 0 | 0 | 0% |
CHARLES GILLMAN | 0 | 0 | 0 | 0 | 0 | 0% |
JOHN P. SCHAUERMAN | 15,183 | 0 | 15,183 | 0 | 15,183 | Less than 1% |
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Page 1 of 32 – SEC Filing
(CUSIP Number)
PHILLIP GOLSTEIN BULLDOG INVESTORS, LLC Park 80 West – Plaza Two 250 Pehle Ave., Suite 708 Saddle Brook, NJ 07663 (914) 747-5262 | ERIC ROSENFELD C/O CRESCENDO PARTNERS 777 Third Avenue, 37th Floor New York, NY 10017 (212) 319-7676 |
(Name, Address and Telephone Number of Person
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Page 2 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON BULLDOG INVESTORS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,063,331* | |
8 | SHARED VOTING POWER 1,865,500 | ||
9 | SOLE DISPOSITIVE POWER 2,063,331* | ||
10 | SHARED DISPOSITIVE POWER 1,865,500 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,928,831* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% | ||
14 | TYPE OF REPORTING PERSON IA |
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Page 3 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON FULL VALUE PARTNERS, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 716,946 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 716,946 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 716,946 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.39% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 4 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON ANDREW DAKOS | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,063,331* | |
8 | SHARED VOTING POWER 1,865,500 | ||
9 | SOLE DISPOSITIVE POWER 2,063,331* | ||
10 | SHARED DISPOSITIVE POWER 1,865,500 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,928,831* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 5 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON PHILLIP GOLDSTEIN | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC, PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,063,331* | |
8 | SHARED VOTING POWER 1,865,500 | ||
9 | SOLE DISPOSITIVE POWER 2,063,331* | ||
10 | SHARED DISPOSITIVE POWER 1,865,500 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,928,831* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 6 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON STEVEN SAMUELS | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,063,331* | |
8 | SHARED VOTING POWER 1,865,500 | ||
9 | SOLE DISPOSITIVE POWER 2,063,331* | ||
10 | SHARED DISPOSITIVE POWER 1,865,500 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,928,831* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.60% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 7 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CRESCENDO PARTNERS II, L.P., SERIES M2 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC, OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,549,374 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 2,549,374 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,374 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 8 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CRESCENDO INVESTMENTS II, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,549,374 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 2,549,374 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,549,374 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 9 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CRESCENDO PARTNERS III, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,058 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 164,058 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,058 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 10 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CRESCENDO INVESTMENTS III, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 164,058 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 164,058 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 164,058 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 11 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CRESCENDO ADVISORS II, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,713,432 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 2,713,432 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,713,432 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% | ||
14 | TYPE OF REPORTING PERSON IA |
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Page 12 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON JAMARANT CAPITAL, L.P. | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS WC | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 64,426 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 64,426 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,426 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
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Page 13 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON JAMARANT INVESTORS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 64,426 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 64,426 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,426 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
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Page 14 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON JAMARANT ADVISORS, LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 64,426 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 64,426 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,426 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IA |
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Page 15 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON ERIC ROSENFELD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF, AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,741,929* | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 2,741,929* | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,741,929* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 16 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON GREGORY R. MONAHAN | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF, AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 13,000 | |
8 | SHARED VOTING POWER 64,426 | ||
9 | SOLE DISPOSITIVE POWER 13,000 | ||
10 | SHARED DISPOSITIVE POWER 64,426 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,426* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 17 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON DAVID SGRO | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF, AF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,500 | |
8 | SHARED VOTING POWER 64,426 | ||
9 | SOLE DISPOSITIVE POWER 15,500 | ||
10 | SHARED DISPOSITIVE POWER 64,426 | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,926* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 18 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON PAUL EVANS | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER -0- | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 19 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON CHARLES GILLMAN | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER -0- | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER -0- | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% | ||
14 | TYPE OF REPORTING PERSON IN |
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Page 20 of 32 – SEC Filing
1 | NAME OF REPORTING PERSON JOHN P. SCHAUERMAN | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS PF | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 15,183 | |
8 | SHARED VOTING POWER -0- | ||
9 | SOLE DISPOSITIVE POWER 15,183 | ||
10 | SHARED DISPOSITIVE POWER -0- | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,183 | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON IN |
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Item 3. | Source and Amount of Funds or Other Consideration. |
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Item 4. | Purpose of Transaction. |
Item 5. | Interest in Securities of the Issuer. |
A. | Full Value Partners, L.P. |
| (a) | As of the close of business on March 29, 2016, Full Value Partners, L.P. beneficially owned 716,946 Shares. |
| (b) | 1. Sole power to vote or direct vote: 716,946 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 716,946 |
| (c) | Full Value Partners did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
B. | Bulldog Investors, LLC |
| (a) | Bulldog Investors, LLC may be deemed the beneficial owner of 3,928,831 Shares, consisting of the following: (i) 716,946 Shares owned by Full Value Partners, L.P., for which Bulldog Investors, LLC serves as investment adviser, (ii) 17,912 Shares held by Phillip Goldstein, a member of Bulldog Investors, LLC; and (iii) 3,193,973 Shares held by clients of Bulldog Investors, LLC. |
| (b) | 1. Sole power to vote or direct vote: 2,063,331 |
| 2. Shared power to vote or direct vote: 1,865,500 |
| 3. Sole power to dispose or direct the disposition: 2,063,331 |
| 4. Shared power to dispose or direct the disposition: 1,865,500 |
| (c) | Bulldog Investors, LLC on behalf of its clients did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
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C. | Andrew Dakos |
| (a) | As of the close of business on March 29, 2016, Mr. Dakos did not directly own any Shares. As a member of Bulldog Investors, LLC, Mr. Dakos may be deemed the beneficial owner of the 3,928,831 Shares beneficially owned by Bulldog Investors, LLC. |
| (b) | 1. Sole power to vote or direct vote: 2,063,331 |
| 2. Shared power to vote or direct vote: 1,865,500 |
| 3. Sole power to dispose or direct the disposition: 2,063,331 |
| 4. Shared power to dispose or direct the disposition: 1,865,500 |
| (c) | Mr. Dakos did not enter into any transactions in the Share since the filing of Amendment No. 1 to the Schedule 13D. |
D. | Phillip Goldstein |
| (a) | As of the close of business on March 29, 2016, Mr. Goldstein directly owned 17,912 Shares. As a member of Bulldog Investors, LLC, Mr. Goldstein may be deemed the beneficial owner of 3,928,831 Shares beneficially owned by Bulldog Investors, LLC (which amount includes the 17,912 Shares held directly by Mr. Goldstein, and the 716,946 Shares held directly by Full Value Partners). |
| (b) | 1. Sole power to vote or direct vote: 2,063,331 |
| 2. Shared power to vote or direct vote: 1,865,500 |
| 3. Sole power to dispose or direct the disposition: 2,063,331 |
| 4. Shared power to dispose or direct the disposition: 1,865,500 |
| (c) | Mr. Goldstein did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
E. | Steven Samuels |
| (a) | As of the close of business on March 29, 2016, Mr. Samuels did not directly own any Shares. As a member of Bulldog Investors, LLC, Mr. Samuels may be deemed the beneficial owner of the 3,928,831 Shares beneficially owned by Bulldog Investors, LLC. |
| (b) | 1. Sole power to vote or direct vote: 2,063,331 |
| 2. Shared power to vote or direct vote: 1,865,500 |
| 3. Sole power to dispose or direct the disposition: 2,063,331 |
| 4. Shared power to dispose or direct the disposition: 1,865,500 |
| (c) | Mr. Samuels did not enter into any transactions in the Share since the filing of Amendment No. 1 to the Schedule 13D. |
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F. | Crescendo Partners II |
| (a) | As of the close of business on March 29, 2016, Crescendo Partners II beneficially owned 2,549,374 Shares. |
| (b) | 1. Sole power to vote or direct vote: 2,549,374 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,549,374 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Crescendo Partners II did not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
G. | Crescendo Investments II |
| (a) | Crescendo Investments II, as the general partner of Crescendo Partners II, may be deemed the beneficial owner of the 2,549,374 Shares owned by Crescendo Partners II. |
| (b) | 1. Sole power to vote or direct vote: 2,549,374 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,549,374 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Crescendo Investments II has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
H. | Crescendo Partners III |
| (a) | As of the close of business on March 29, 2016, Crescendo Partners III beneficially owned 164,058 Shares. |
| (b) | 1. Sole power to vote or direct vote: 164,058 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 164,058 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Crescendo Partners III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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I. | Crescendo Investments III |
| (a) | Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed the beneficial owner of the 164,058 Shares owned by Crescendo Partners III. |
| (b) | 1. Sole power to vote or direct vote: 164,058 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 164,058 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Crescendo Investments III has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
J. | Crescendo Advisors II |
| (a) | Crescendo Advisors II, as the investment advisor of Crescendo Partners II and Crescendo Partners III, may be deemed the beneficial owner of (a) the 2,549,374 Shares owned by Crescendo Partners II and (b) the 164,058 Shares owned by Crescendo Partners III. |
| (b) | 1. Sole power to vote or direct vote: 2,713,432 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,713,432 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Crescendo Advisors II has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
K. | Jamarant Capital |
| (a) | As of the close of business on March 29, 2016, Jamarant Capital beneficially owned 64,426 Shares. |
| (b) | 1. Sole power to vote or direct vote: 64,426 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 64,426 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | The transactions in the Shares by Jamarant Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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L. | Jamarant Investors |
| (a) | Jamarant Investors, as the general partner of Jamarant Capital, may be deemed the beneficial owner of the 64,426 Shares owned by Jamarant Capital. |
| (b) | 1. Sole power to vote or direct vote: 64,426 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 64,426 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Jamarant Investors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
M. | Jamarant Advisors |
| (a) | Jamarant Advisors, as the investment advisor of Jamarant Capital, may be deemed the beneficial owner of the 64,426 Shares owned by Jamarant Capital. |
| (b) | 1. Sole power to vote or direct vote: 64,426 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 64,426 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Jamarant Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
N. | Eric Rosenfeld |
| (a) | As of the close of business on March 29, 2016, Mr. Rosenfeld directly owned 28,497 Shares (including 6,000 shares of restricted stock). Mr. Rosenfeld, as the managing member of Crescendo Investments II, Crescendo Investments III and Crescendo Advisors II, may be deemed the beneficial owner of (a) the 2,549,374 Shares owned by Crescendo Partners II and (b) the 164,058 Shares owned by Crescendo Partners III. |
| (b) | 1. Sole power to vote or direct vote: 2,741,929 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 2,741,929 |
| 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Mr. Rosenfeld has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Crescendo Partners III since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
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O. | Gregory Monahan |
| (a) | As of the close of business on March 29, 2016, Mr. Monahan directly owned 13,000 Shares. Mr. Monahan, as a managing member of Jamarant Investors and Jamarant Advisors, may be deemed the beneficial owner of the 64,426 Shares owned by Jamarant Capital. |
| (b) | 1. Sole power to vote or direct vote: 13,000 |
| 2. Shared power to vote or direct vote: 64,426 |
| 3. Sole power to dispose or direct the disposition: 13,000 |
| 4. Shared power to dispose or direct the disposition: 64,426 |
| (c) | Mr. Monahan has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of Amendment No. 1 to the 13D are set forth in Schedule A and are incorporated herein by reference. |
P. | David Sgro |
| (a) | As of the close of business on March 29, 2016, Mr. Sgro directly owned 15,500 Shares. Mr. Sgro, as a managing member of Jamarant Investors and Jamarant Advisors, may be deemed the beneficial owner of the 64,426 Shares owned by Jamarant Capital. |
| (b) | 1. Sole power to vote or direct vote: 15,500 |
| 2. Shared power to vote or direct vote: 64,426 |
| 3. Sole power to dispose or direct the disposition: 15,500 |
| 4. Shared power to dispose or direct the disposition: 64,426 |
| (c) | Mr. Sgro has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares on behalf of Jamarant Capital since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference. |
Q. | Paul Evans |
| (a) | As of the close of business on March 29, 2016, Mr. Evans did not beneficially own any Shares. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| (c) | Mr. Evans did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
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R. | Charles Gillman |
| (a) | As of the close of business on March 29, 2016, Mr. Gillman did not beneficially own any Shares. |
| (b) | 1. Sole power to vote or direct vote: 0 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 0 |
| (c) | Mr. Gillman did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
S. | John P. Schauerman |
| (a) | As of the close of business on March 29, 2016, Mr. Schauerman beneficially owned 15,183 Shares. |
| (b) | 1. Sole power to vote or direct vote: 15,183 |
| 2. Shared power to vote or direct vote: 0 |
| 3. Sole power to dispose or direct the disposition: 15,183 |
| (c) | Mr. Schauerman did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Letter to the Board, dated March 29, 2016. |
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FULL VALUE PARTNERS, L.P. | |||
By: | Full Value Advisors, LLC General Partner | ||
By: | /s/ Phillip Goldstein | ||
Name: | Phillip Goldstein | ||
Title: | Manager |
BULLDOG INVESTORS, LLC | |||
By: | /s/ Phillip Goldstein | ||
Name: | Phillip Goldstein | ||
Title: | Member |
/s/ Andrew Dakos | |
ANDREW DAKOS | |
/s/ Phillip Goldstein | |
PHILLIP GOLDSTEIN | |
/s/ Steven Samuels | |
STEVEN SAMUELS |
CRESCENDO PARTNERS II, L.P., SERIES M2 | |||
By: | Crescendo Investments II, LLC General Partner | ||
By: | /s/ Eric Rosenfeld | ||
Name: | Eric Rosenfeld | ||
Title: | Managing Member |
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CRESCENDO INVESTMENTS II, LLC | |||
By: | /s/ Eric Rosenfeld | ||
Name: | Eric Rosenfeld | ||
Title: | Managing Member |
CRESCENDO PARTNERS III, L.P. | |||
By: | Crescendo Investments III, LLC General Partner | ||
By: | /s/ Eric Rosenfeld | ||
Name: | Eric Rosenfeld | ||
Title: | Managing Member |
CRESCENDO INVESTMENTS III, LLC | |||
By: | /s/ Eric Rosenfeld | ||
Name: | Eric Rosenfeld | ||
Title: | Managing Member |
CRESCENDO ADVISORS II, LLC | |||
By: | /s/ Eric Rosenfeld | ||
Name: | Eric Rosenfeld | ||
Title: | Managing Member |
JAMARANT CAPITAL, L.P. | |||
By: | Jamarant Investors, LLC General Partner | ||
By: | /s/ Gregory R. Monahan | ||
Name: | Gregory R. Monahan | ||
Title: | Managing Member | ||
By: | /s/ David Sgro | ||
Name: | David Sgro | ||
Title: | Managing Member |
JAMARANT INVESTORS, LLC | |||
By: | /s/ Gregory R. Monahan | ||
Name: | Gregory R. Monahan | ||
Title: | Managing Member | ||
By: | /s/ David Sgro | ||
Name: | David Sgro | ||
Title: | Managing Member |
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JAMARANT ADVISORS, LLC | |||
By: | /s/ Gregory R. Monahan | ||
Name: | Gregory R. Monahan | ||
Title: | Managing Member | ||
By: | /s/ David Sgro | ||
Name: | David Sgro | ||
Title: | Managing Member |
/s/ Eric Rosenfeld | |
ERIC ROSENFELD, Individually and as attorney-in-fact for Paul Evans, Charles Gillman and John P. Schauerman |
/s/ Gregory R. Monahan | |
GREGORY R. MONAHAN |
/s/ David Sgro | |
DAVID SGRO |
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Shares of Common Stock Purchased/(Sold) | Price Per Share($) | Date of Purchase/Sale |
20,417 | 3.2360 | 03/21/2016 |
20,000 | 3.1900 | 03/22/2016 |
15,000 | 3.0800 | 03/23/2016 |
30,000 | 3.0800 | 03/24/2016 |
10,000 | 3.2000 | 03/28/2016 |
25,000 | 3.2500 | 03/29/2016 |
100 | 3.1500 | 03/17/2016 |
1,000 | 3.2300 | 03/21/2016 |
500 | 3.0700 | 03/23/2016 |
2,000 | 3.0900 | 03/24/2016 |
1,000 | 3.2100 | 03/28/2016 |
2,000 | 3.2500 | 03/29/2016 |