0001462180-12-000023.txt : 20120308 0001462180-12-000023.hdr.sgml : 20120308 20120308150052 ACCESSION NUMBER: 0001462180-12-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120308 DATE AS OF CHANGE: 20120308 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Imperial Holdings, Inc. CENTRAL INDEX KEY: 0001494448 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 300663473 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86093 FILM NUMBER: 12677093 BUSINESS ADDRESS: STREET 1: 701 PARK OF COMMERCE BOULEVARD STREET 2: SUITE 301 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-995-4200 MAIL ADDRESS: STREET 1: 701 PARK OF COMMERCE BOULEVARD STREET 2: SUITE 301 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: Imperial Holdings, LLC DATE OF NAME CHANGE: 20100617 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 2/27/12 1. NAME OF REPORTING PERSON Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] 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) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 941,946 8. SHARED VOTING POWER 265,014 9. SOLE DISPOSITIVE POWER 1,207,160 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,207,160 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.69% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Imperial Holdings Inc. ("IFT" or the "Issuer"). Cusip 452834104 The principal executive offices of IFT are located at 701 park of Commerce Blvd. Suite 301 Boca Raton, FL 33487 Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Brooklyn Capital Mangement, Phillip Goldstein, 60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State filed a complaint against Bulldog Investors, Messrs. Goldstein, Dakos and Samuels and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by operating a website containing information about certain unregistered investments and by sending an e-mail about such investments to an individual who requested it. On March 23, 2007 the Bulldog Parties filed a lawsuit in the Massachusetts Superior Court against the Secretary alleging that his enforcement action violated 42 U.S.C. ss 1983 because, among other things, the Secretary did not have personal jurisdiction over them and it violated their First Amendment rights. On October 17, 2007 the Secretary issued an "obey the law" cease and desist order (the Order) and fined the Bulldog Parties $25,000. On November 15, 2007 the Bulldog Parties filed an appeal of the Order in the Massachusetts Superior Court which subsequently upheld the Order. The Bulldog Parties further appealed the Order to the Massachusetts Appeals Court. On October 21, 2009 the Massachusetts Supreme Judicial Court (the SJC) unilaterally transferred the case to itself and on July 2, 2010 upheld the Order except for the Bulldog Parties' First Amendment claim which it ruled must be decided in the appeal of the aforementioned ss 1983 lawsuit. In the ss 1983 lawsuit, the Secretary stipulated that the website and email in question did not concern an illegal transaction and were not misleading. Nevertheless, on September 26, 2009, the Superior Court ruled that the Secretary's enforcement action did not violate the Bulldog Parties' First Amendment rights. The Bulldog Parties filed an appeal of the Superior Court's ruling in the Massachusetts Appeals Court. On July 23, 2010, the SJC unilaterally transferred the appeal of the ss 1983 lawsuit to itself. On September 22, 2011 the SJC affirmed the Superior Court's ruling and declined to reconsider the Bulldog Parties' personal jurisdiction claim. On October 5, 2011 the Capital Markets and Government Sponsored Enterprises Subcommittee of the United States House of Representatives approved H.R. 2167, the Private Company Flexibility and Growth Act which would permit privately held companies like Bulldog Investors to use advertisements and websites to solicit accredited investors for private offerings. Also, on February 1, 2012, the Bulldog Parties filed a petition for certiorari with the United States Supreme Court. The litigation has not and will not have a financial effect on the Partnership as the General Partner of the Partnership has agreed to bear any costs in connection with this matter. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of managed accounts. ITEM 4. PURPOSE OF TRANSACTION On March 2, 2012, the filing group sent the letter contained in Exhibit A to the issuer's board of directors. The filing group has no agreement with any other person to buy, hold, vote or sell any shares of the issuer, and no understanding of any kind concerning the issuer with any person that is not a member of the group. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the 10Q filed on November 14, 2011 there were 21,202,614 shares of ommon stock outstanding as of 08/31/2011 The percentage set forth in item 5 was derived using such number. Bulldog Investors, Brooklyn Capital Management, Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 1,207,160 shares of IFT or 5.69% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of IFT were purchased: Date: Shares: Price: 01/12/12 73,235 1.8500 01/13/12 14,450 1.8479 01/18/12 4,202 1.9487 01/19/12 3,983 1.9717 01/20/12 21,100 1.7078 01/20/12 7,922 2.1000 01/23/12 18,735 2.1000 01/24/12 1,415 2.1000 01/25/12 8,601 2.1000 02/01/12 1,755 2.4000 02/02/12 10,913 2.4500 02/08/12 7,340 2.5000 02/09/12 7,000 2.4944 02/10/12 14,174 2.4841 02/13/12 915 2.5000 02/14/12 19,105 2.4994 02/15/12 11,634 2.5000 02/17/12 5,603 2.5000 02/21/12 7,894 2.4923 02/22/12 38,556 2.4259 02/23/12 11,113 2.3183 02/24/12 9,505 2.4499 02/27/12 9,805 2.4695 02/28/12 3,928 2.5000 02/29/12 26,158 2.4960 03/01/12 4,437 2.5000 03/02/12 39,228 2.4920 03/05/12 15,597 2.4500 03/06/12 30,000 2.4435 03/07/12 39,222 2.4840 During the past 60 days the following shares of IFT were sold: Date: Shares: Price: 01/26/12 (2,300) 2.3000 01/27/12 (18,800) 2.3026 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A 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. Dated: 03/8/2012 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit A Bulldog Investors, Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 Phone (201) 556-0092 // Fax (201) 556-0097// pgoldstein@bulldoginvestors.com March 2, 2012 The Board of Directors Imperial Holdings, Inc. 701 Park of Commerce Blvd., Suite 301 Boca Raton, Fl 33487 Gentlemen: We appreciate your inviting us to the February 23, 2012 meeting to hear the views of significant shareholders of Imperial. I am writing because I may have failed to convey how urgent we think it is to restructure the board. Therefore, let me try to make Bulldog's position more explicit. We believe the greatest threat to Imperial is the ongoing cash drain from massive spending on legal services despite an absence of any concrete evidence of wrongdoing. The law firms Imperial has engaged are conflicted in rendering advice about the scope of their activities, the amount of legal expenditures, and whether they are in the best interest of shareholders. Yet, we saw no indication that the independent directors are committed to controlling these costs. Therefore, we request that at least two independent directors agree to resign to be replaced by directors designated by significant shareholders. In that case, it is my intention to do everything possible to protect from liability any independent directors willing to step down. Otherwise, it is our intention to elect directors to replace some or all of the independent directors to ensure that the amounts spent on legal fees are truly necessary and not impermissible corporate waste. After our meeting, I had hoped for a prompt response. Unfortunately, that has not been the case. Therefore, please provide a substantive response by March 9, 2012. Otherwise, we intend to launch a proxy contest to achieve a restructuring of the board in order to conserve Imperial's assets for the benefit of shareholders. Very truly yours, /s/ Phillip Goldstein Principal