0001462180-12-000030.txt : 20120404 0001462180-12-000030.hdr.sgml : 20120404 20120404160434 ACCESSION NUMBER: 0001462180-12-000030 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120404 DATE AS OF CHANGE: 20120404 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: 12741872 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 4/02/12 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 1,125,772 8. SHARED VOTING POWER 295,702 9. SOLE DISPOSITIVE POWER 1,421,674 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,421,674 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.71% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #2 to the schedule 13d filed March 8, 2012. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 2. IDENTITY AND BACKGROUND 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 March 27, 2012 the U.S. Congress approved the Jumpstart our Business Startups Act (JOBS Act), which would allow privately-held companies like those managed by Bulldog Investors to engage in general solicitations so long as sales of interests in such funds are limited to accredited investors. If the JOBS Act is signed into law by the President, the Bulldog Parties intend to seek to vacate the Order, because the activities they were alleged to have engaged in would no longer be prohibited by law. On February 1, 2012, the Bulldog Parties filed a petition for certiorari with the United States Supreme Court. 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 1,421,674 shares of IFT or 6.71% 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 3/21/12 the following shares of IFT were traded: Buys Date: Shares: Price: 03/21/12 25,000 2.5853 03/22/12 8,500 2.5023 03/23/12 3,697 2.5511 03/28/12 20,028 2.6000 03/29/12 9,584 2.5500 Sells Date: Shares: Price: 03/26/12 (8,562) 2.7023 03/27/12 (2,538) 2.7000 03/30/12 (10,000) 2.7036 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 April 2, 2012 The Board of Directors Imperial Holdings, Inc. 701 Park of Commerce Blvd., Suite 301 Boca Raton, Fl 33487 Gentlemen: On March 19, 2012, Imperial announced that it was unable to file its Form 10-K. Nevertheless, in light of the fact that it has been six months since Imperial's office was raided by the FBI and no charges of wrongdoing have been made public, we request that the following material information be publicly disclosed immediately: 1. What is the total amount of expenses incurred to date for internal investigations? 2. Have the internal investigations led to the discovery of serious wrongdoing? If so, what is it and what steps has the board taken to address it? 3. What is the anticipated total cost of the internal investigations and when are they expected to be competed? 4. What are the expenses incurred to date relating to the shareholder class action complaints? 5. Since these class action complaints did not allege any specific wrongdoing as required by the PSLRA, has a motion to dismiss them been filed? If not, why not? 6. What is Imperial's current cash balance? None of the above information requires valuations or auditor review. Therefore, we see no reason shareholders should be kept in the dark any longer. Very truly yours, /s/ Phillip Goldstein 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: 04/04/2012 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit A