0001462180-12-000026.txt : 20120321 0001462180-12-000026.hdr.sgml : 20120321 20120321160024 ACCESSION NUMBER: 0001462180-12-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120321 DATE AS OF CHANGE: 20120321 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86093 FILM NUMBER: 12705987 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/A 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/A 1 thirda.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 3/20/12 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 1,093,905 8. SHARED VOTING POWER 281,860 9. SOLE DISPOSITIVE POWER 1,375,965 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,375,965 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.49% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #1 to the schedule 13d filed March 8, 2012. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 4. PURPOSE OF TRANSACTION Letter sent to the issuer. See exhibit A. 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 1,375,965 shares of IFT or 6.49% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) Since the last filing on 3/8/12 the following shares of IFT were purchased: Date: Shares: Price: 03/08/12 1,797 2.4939 03/12/12 4,890 2.4975 03/13/12 4,225 2.5000 03/14/12 24,459 2.5733 03/15/12 6,400 2.5991 03/16/12 21,100 2.9259 03/16/12 41,121 2.6367 03/19/12 22,080 2.6468 03/20/12 47,733 2.5821 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 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 20, 2012 The Board of Directors Imperial Holdings, Inc. 701 Park of Commerce Blvd., Suite 301 Boca Raton, Fl 33487 Gentlemen: On March 2, 2012, we sent you a letter expressing our belief that "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" and our concern about a lack of commitment by the independent directors to controlling these costs. We stated that unless at least two independent directors agreed to resign by March 9, 2012 to be replaced by directors designated by significant shareholders, we would launch a proxy contest to achieve a restructuring of the board in order to conserve Imperial's assets for the benefit of shareholders. On March 9, 2012, we received a letter from Michael Altschuler, Imperial's General Counsel in which he stated that board was not able to provide a substantive response. Consequently, on March 14, 2012, we served Imperial with a complaint filed in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County to compel the Company to hold an annual meeting of shareholders as soon as possible. On March 19, 2012, Imperial announced that it "will reschedule its annual meeting, which had been set for May 17, 2012, pending filing of the Form 10-K." There is no legal requirement that a Form 10-K be filed prior to holding an annual meeting and hence no basis for not holding the meeting as scheduled on May 17. To the contrary, we believe that canceling the May 17th meeting is a self-serving attempt by the independent directors to delay their inevitable ouster. We consider their efforts to prevent the shareholders from voting to elect directors as soon as possible to be a breach of their duty of loyalty and corporate waste for which they may be held personally liable. Finally, please be advised that at the next meeting of Imperial's shareholders Opportunity Partners. L.P., one of our affiliates, intends to nominate to be directors of Imperial Antony Mitchell and Jonathan Neuman, the two interested directors, and Gerald Hellerman, James Chadwick, Richard Dayan, Andrew Dakos, and Phillip Goldstein to be independent directors. We also intend to introduce a proposal that any settlement reached between Imperial and a government agency valued at more than $1 million shall be ratified by Imperial's shareholders. Very truly yours, Phillip Goldstein Principal 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: 03/21/2012 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit A