Form SC 13D/A Hill International, Inc. Filed by: CRESCENDO PARTNERS II LP

March 30, 2016 5:39 PM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2 )1

HILL INTERNATIONAL, INC.
(Name of Issuer)

Common stock, $.0001 par value
(Title of Class of Securities)

431466101
(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
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 29, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 431466101
 
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
 

*Includes 17,912 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
 
 
2

 
CUSIP NO. 431466101
 
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

 
3

 
CUSIP NO. 431466101
 
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
 

*Includes 17,912 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
 
 
4

 
CUSIP NO. 431466101
 
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
 

*Includes 17,912 Shares owned directly and 716,946 Shares owned by Full Value Partners, L.P.
 
 
5

 
CUSIP NO. 431466101
 
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
 

*Includes 17,912 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
 
 
6

 
CUSIP NO. 431466101
 
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

 
7

 
CUSIP NO. 431466101
 
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

 
8

 
CUSIP NO. 431466101
 
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

 
9

 
CUSIP NO. 431466101
 
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

 
10

 
CUSIP NO. 431466101
 
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

 
11

 
CUSIP NO. 431466101
 
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

 
12

 
CUSIP NO. 431466101
 
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

 
13

 
CUSIP NO. 431466101
 
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

 
14

 
CUSIP NO. 431466101
 
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
 
 

* Includes 28,497 Shares owned directly.

 
15

 
CUSIP NO. 431466101
 
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
 

* Includes 13,000 Shares owned directly.
 
 
16

 
CUSIP NO. 431466101
 
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
 

* Includes 15,500 Shares owned directly.
 
 
17

 
CUSIP NO. 431466101
 
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

 
18

 
CUSIP NO. 431466101
 
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

 
19

 
CUSIP NO. 431466101
 
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

 
20

 
CUSIP NO. 431466101
 
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares owned by Full Value Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 716,946 Shares owned directly by Full Value Partners is approximately $2,893,881, including brokerage commissions.
 
The Shares owned by Bulldog have been accumulated on behalf of clients of Bulldog Investors.  The aggregate purchase price of the 3,928,831 shares beneficially owned by Bulldog (including those shares owned by Full Value Partners) is approximately $15,744,555, including brokerage commissions.

The Shares directly owned by Phillip Goldstein were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 17,912 Shares directly owned by Phillip Goldstein is approximately $73,386, including brokerage commissions.
 
The Shares owned by Crescendo Partners II were acquired through contributions made by Mr. Rosenfeld (and certain affiliates), who acquired the shares with personal funds and working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The Shares owned by Crescendo Partners III and Jamarant Capital were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.   The aggregate purchase price of the 2,549,374 Shares owned directly by Crescendo Partners II is approximately $9,407,447, including brokerage commissions.  The aggregate purchase price of the 164,058 Shares owned directly by Crescendo Partners III is approximately $520,873.  The aggregate purchase price of the 64,426 Shares owned directly by Jamarant Capital is approximately $198,160, including brokerage commissions.
 
The Shares directly owned by Messrs. Rosenfeld, Monahan and Sgro were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 28,497 Shares (which includes 6,000 shares of restricted stock granted to Mr. Rosenfeld directly by the Company) directly owned by Mr. Rosenfeld is approximately $127,955, including brokerage commissions. The aggregate purchase price of the 13,000 Shares directly owned by Mr. Monahan is approximately $41,543, including brokerage commissions.  The aggregate purchase price of the 15,500 Shares directly owned by Mr. Sgro is approximately $52,404, including brokerage commissions.
 
The Shares directly owned by John P. Schauerman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 15,183 Shares directly owned by Mr. Schauerman is approximately $50,129, including brokerage commissions.
 
 
21

 
CUSIP NO. 431466101
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 29, 2016, Bulldog Investors, LLC sent a letter to the independent directors on the board of directors of the Issuer.  The letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 51,701,442 Shares outstanding as of March 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2016.
 
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.
 
Percentage: Approximately 1.39%
 
 
(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
4. Shared power to dispose or direct the disposition: 0

 
(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.
 
Percentage: Approximately 7.60%
 
 
(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.
 
 
22

 
CUSIP NO. 431466101
 
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.
 
Percentage: Approximately 7.60%
 
 
(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).
 
Percentage: Approximately 7.60%
 
 
(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.
 
Percentage: Approximately 7.60%
 
 
(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.
 
 
23

 
CUSIP NO. 431466101
 
F.
Crescendo Partners II
 
 
(a)
As of the close of business on March 29, 2016, Crescendo Partners II beneficially owned 2,549,374 Shares.
 
Percentage: Approximately 4.9%
 
 
(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.
 
Percentage: Approximately 4.9%
 
 
(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.
 
Percentage: Less than 1%
 
 
(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.
 
 
24

 
CUSIP NO. 431466101
 
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.
 
Percentage: Less than 1%
 
 
(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.
 
Percentage: Approximately 5.2%
 
 
(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.
 
Percentage: Less than 1%
 
 
(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.
 
 
25

 
CUSIP NO. 431466101
 
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.
 
Percentage: Less than 1%
 
 
(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.
 
Percentage: Less than 1%
 
 
(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.
 
Percentage: Approximately 5.3%
 
 
(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.
 
 
26

 
CUSIP NO. 431466101
 
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.
 
Percentage: Less than 1%
 
 
(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.
 
Percentage: Less than 1%
 
 
(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.
 
Percentage: 0%
 
 
(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
4. Shared 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.
 
 
27

 
CUSIP NO. 431466101
 
R.
Charles Gillman
 
 
(a)
As of the close of business on March 29, 2016, Mr. Gillman did not beneficially own any Shares.
 
Percentage: 0%
 
 
(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
4. Shared 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.
 
Percentage: Less than 1%
 
 
(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
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Schauerman did not enter into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  As of the close of business of March 29, 2016, the aggregate beneficial ownership by the members of the group was 6,763,686 Shares, or approximately 13.1% of the outstanding Shares.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(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.
 
Item 7 is hereby amended to add the following:
 
 
99.1
Letter to the Board, dated March 29, 2016.
 
 
28

 
CUSIP NO. 431466101
 
SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: March 30, 2016

 
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


 
29

 
CUSIP NO. 431466101
 
 
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

 
30

 
CUSIP NO. 431466101

 
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
 
 
31

 
CUSIP NO. 431466101
 
SCHEDULE A

Transactions in the Shares Since the Filing of Amendment No. 1 to the Schedule 13D

Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
Date of
Purchase/Sale

CRESCENDO PARTNERS III, L.P.
 
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

 
JAMARANT CAPITAL, L.P.
 
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

 

 

 
Exhibit 99.1
 
Bulldog Investors, LLC,
250 Pehle Ave., Suite 708,
Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com



March 29, 2016
 
Gary F. Mazzucco, Independent Director
Brian W. Clymer, Independent Director
Steven M. Kramer, Independent Director
Steven R. Curts, Independent Director
Camille S. Andrews, Independent Director
Alan S. Fellheimer, Independent Director
Craig L. Martin, Independent Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Independent Directors:
 
As you know, last year Hill defended and lost a lawsuit to allow our affiliate to nominate candidates and present proposals at the annual meeting of shareholders. Hill’s legal expenses likely totaled well in excess of $1 million including a $400,000 payment to our affiliate’s counsel.
 
It is possible that not all of you fully appreciate that you have a fiduciary duty to refuse to approve any corporate action that has no legitimate business purpose or that is intended to interfere with shareholders’ voting rights. As set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, (Del. Ch. 1987):
 
The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.
 
Also, see International Banknote Co. v. Muller, 713 F.Supp. 612, 623 (S.D.N.Y. 1989) (“Courts have consistently found that corporate management subjects shareholders to irreparable harm by denying them the right to vote their shares or unnecessarily frustrating them in their attempt to obtain representation on the board of directors.”) Moreover, because “the shareholder franchise is the ideological underpinning upon which the legitimacy of directorial power rests... the deferential business judgment rule does not apply to board acts taken for the primary purpose of interfering with a stockholder’s vote, even if taken advisedly and in good faith.” Blasius Indus., Inc. v. Atlas Corp., 564 A.2d 651 (Del.Ch.1988).
 
As you know, we recently gave formal notice of our intent to nominate candidates for directors and present several proposals for a vote at the 2016 annual meeting of shareholders.
 
Surely, it is in in Hill’s interest to avoid the sort of wasteful litigation that occurred last year. While we understand that some of you may disagree with our prescriptions for enhancing shareholder value, all we ask is that you fulfill your duty to afford Hill’s shareholders a fair opportunity to exercise their franchise rights. To that end, we would like to arrange a brief in person or telephonic meeting with the independent directors to discuss the ground rules for the 2016 annual meeting to ensure that it is conducted fairly.
 
We urge you to discuss this matter with your fellow independent directors and ask that you get back to us to schedule a meeting. We look forward to your prompt response. Thank you.
 
Very truly yours,
 
/S/ Phillip Goldstein
 
Phillip Goldstein
Member
 


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