0001144204-14-010014.txt : 20140214 0001144204-14-010014.hdr.sgml : 20140214 20140214170619 ACCESSION NUMBER: 0001144204-14-010014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: ANDREW R. JONES GROUP MEMBERS: NORTH STAR PARTNERS II, L.P. GROUP MEMBERS: NS ADVISORS, LLC GROUP MEMBERS: PVF-AJ, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Imperial Holdings, Inc. CENTRAL INDEX KEY: 0001494448 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 300663473 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86093 FILM NUMBER: 14618926 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: NORTH STAR PARTNERS LP CENTRAL INDEX KEY: 0001007258 IRS NUMBER: 133863788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 274 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-227-9898 MAIL ADDRESS: STREET 1: 274 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PARTNERS, L.P. DATE OF NAME CHANGE: 20090402 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR PARTNERS LP DATE OF NAME CHANGE: 19960206 SC 13G 1 v365738_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Imperial holdings inc.

(Name of Issuer)

 

 

 

Common Stock, $.01 Par Value Per Share

(Title and Class of Securities)

 

 

452834104

(CUSIP Number)

 

 

December 31, 2013

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

xRule 13d-1(b)
¨Rule 13d-1(c)
¨Rule 13d-1(d)

 

 
 

 

CUSIP No. 452834104   Page 2 of 10 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

North Star Partners, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

 

3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

553,632

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

553,632

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

553,632

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.6%

 

12

TYPE OF REPORTING PERSON

 

PN 

 

         

 

2
 

 

CUSIP No. 452834104   Page 3 of 10 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

North Star Partners II, L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

371,987

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

371,987

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

371,987

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.8%

 

12

TYPE OF REPORTING PERSON

 

PN

 

         

 

3
 

 

CUSIP No. 452834104   Page 4 of 10 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

PVF-AJ, LP

  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

241,825

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

241,825

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

241,825

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1%

 

12

TYPE OF REPORTING PERSON

 

PN

 

         

 

4
 

 

CUSIP No. 452834104   Page 5 of 10 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NS Advisors, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 
3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

1,167,444

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,167,444

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,167,444

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

 

12

TYPE OF REPORTING PERSON

 

OO

 

         

(1) NS Advisors, LLC holds an indirect beneficial interest in the shares which are directly beneficially owned by North Star Partners, L.P. and North Star Partners II, L.P, and has included shares held by PVF-AJ, LP, a managed account over which NS Advisors, LLC has investment and voting authority but no beneficial interest.

 

5
 

 

CUSIP No. 452834104   Page 6 of 10 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Andrew R. Jones

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨
(b) x Reporting Person is affiliated with other persons

 

 

 

3 SEC USE ONLY

 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

1,167,444 (1)

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

1,167,444

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,167,444

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5%

 

12 TYPE OF REPORTING PERSON   

IN
         

(1) Mr. Jones may be deemed to hold an indirect beneficial interest in the shares, which are directly beneficially owned by North Star Partners, L.P., North Star Partners II, L.P and PVF-AJ, LP. because he is the managing member of NS Advisors, LLC which is the general partner of North Star Partners, L.P. and North Star Partners II, L.P., and which has investment voting authority over the managed account in the name of PVF-AJ, LP. Mr. Jones disclaims any beneficial ownership of the shares of Common Stock covered by this Statement in which he does not have a pecuniary interest.

 

6
 

 

 

CUSIP No. 452834104   Page 7 of 10 Pages

 

 

Item 1(a).

Name of Issuer:

 

Imperial Holdings Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

701 Park of Commerce Boulevard, Suite 301, Boca Raton, Florida 33487

   
Item 2(a).

Name of Person Filing:

 

North Star Partners, L.P. (“Partners”)

-------------------------------------------------------------------

North Star Partners II, L.P. (“Partners II”)

-------------------------------------------------------------------

PVF-AJ, LP (“PVF”)

-------------------------------------------------------------------

NS Advisors, LLC (“Advisors”)

-------------------------------------------------------------------

Andrew R. Jones

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

274 Riverside Avenue, Westport, CT 06880

 

Item 2(c).

Citizenship:

 

Partners and Partners II are Delaware limited partnerships.

-------------------------------------------------------------------

PVF is a Delaware limited partnership.

-------------------------------------------------------------------

Advisors is a Connecticut limited liability company.

-------------------------------------------------------------------

Mr. Jones is a United States citizen.

   

 

7
 

 

CUSIP No. 452834104   Page 8 of 10 Pages

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.01 Par Value Per Share.

   
Item 2(e). CUSIP Number: 452834104
   
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
(a)   £ Broker or Dealer registered under Section 15 of the Act.  
       
(b)   £ Bank as defined in Section 3(a)(6) of the Act.  
       
(c)   £ Insurance Company as defined in Section 3(a)(19) of the Act.  
       
(d)   £ Investment Company registered under Section 8 of the Investment Company Act.  
       
(e)   R Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
       
 (f)   £ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F).  
       
(g)   £ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
(h)   £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
(i)   £

A church plan that is excluded from the definition of an investment company under Section 3(c) (14) of the Investment Company Act of 1940.

     
(j)   £ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
     
    If this Statement is filed pursuant to Rule 13d-1(c), check this box x.

 

8
 

 

CUSIP No. 452834104   Page 9 of 10 Pages

 

Item 4.

Ownership.

 

(a)    Amount beneficially owned: 1,167,444

 

(b)    Percent of Class: 5.5%

 

(c)    Number of Shares as to which the person has:

 

(i)                Sole power to vote or to direct the vote: 1,167,444

 

(ii)               Shared power to vote or to direct the vote: 0

 

(iii)              Sole power to dispose or to direct the disposition of: 1,167,444

 

(iv)              Shared Power to dispose or to direct the disposition of: 0

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. £.
 
Item 6

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

See Item 2(a)-(c).

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

9
 

 

CUSIP No. 452834104   Page 10 of 10 Pages

 

 

SIGNATURE

 

Date: February 14, 2014 NORTH STAR PARTNERS, L.P.
   
 

By: NS Advisors, LLC, General Partner

 

By: /s/ Andrew R. Jones

Andrew R. Jones, Managing Member

 

NORTH STAR PARTNERS II, L.P.

 

By: NS Advisors, LLC, General Partner

 

By: /s/ Andrew R. Jones

Andrew R. Jones, Managing Member

 

PVF-AJ, LP

 

By: NS Advisors, LLC, Attorney-in-Fact

 

By: /s/ Andrew R. Jones

Andrew R. Jones, Managing Member

 

NS ADVISORS, LLC

 

By: /s/ Andrew R. Jones

Andrew R. Jones, Managing Member

 

 

/s/ Andrew R. Jones

Andrew R. Jones, Individually

 

10