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13D Filing: Bulldog Investors Sends Another Letter to Hill International, Inc. (HIL), Calls Strategic Plan a “Dismal Failure”

Phillip Goldstein, Andrew Dakos and Steven SamuelsBulldog Investors has just filed a Form 13D with the SEC, updating the regulatory body on the latest information related to its position in Hill International Inc (NYSE:HIL), with which it has been involved in a lengthy and acrimonious activist battle. The filing shows that Bulldog has purchased just under 6,000 shares since its previous 13D filing on January 27, lifting its position to over 2.07 million shares. More importantly, it reveals a letter that Bulldog Investors sent today to Hill International Chairman Irvin E. Richter and Lead Independent Director Bryan W. Clymer that among other things, questions the refusal of the company to accept a buyout offer of $4.75 per share, a 60% premium above the stock’s current price. You can read the details of the letter in its entirety below.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bulldog Investors 2,073,331 1,870,500 2,073,331 1,870,500 7.65%
Phillip Goldstein 2,073,331 1,870,500 2,073,331 1,870,500 7.65%
Andrew Dakos 2,073,331 1,870,500 2,073,331 1,870,500 7.65%
Steven Samuels 2,073,331 1,870,500 2,073,331 1,870,500 7.65%
Phillip Goldstein, Andrew Dakos And Steven Samuels
Phillip Goldstein, Andrew Dakos And Steven Samuels
Bulldog Investors

Page 1 of 1 SEC Filing

SCHEDULE 13D/A

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
2/17/16

1. NAME OF REPORTING PERSON
Bulldog Investors, LLC

2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]

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
DE
___________________________________________________________

7. SOLE VOTING POWER
2,073,331

8. SHARED VOTING POWER
1,870,500

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,870,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,943,831 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.65%

14. TYPE OF REPORTING PERSON

IA

____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein

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
2,073,331

8. SHARED VOTING POWER
1,870,500

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,870,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,943,831 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.65%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos

2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]

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
2,073,331

8. SHARED VOTING POWER
1,870,500

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,870,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,943,831 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.65%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels

2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]

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
2,073,331

8. SHARED VOTING POWER
1,870,500

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,870,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,943,831 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.65%

14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This statement constitutes Amendment #6 to the schedule 13D
filed May 15, 2015. Except as specifically set forth
herein, the Schedule 13D remains unmodified.

ITEM 4. PURPOSE OF TRANSACTION
See exhibit A – Letter to the company.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on November 16, 2015, there were 51,559,671 shares
of common stock outstanding as of November 11, 2015. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of February 16, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 3,943,831 shares of HIL (representing 7.65% of HIL’s outstanding
shares) solely by virtue of Bulldog Investors LLC’s power to direct the vote of
,and dispose of, these shares. These 3,943,831 shares of HIL include 2,073,331
shares (representing 4.02% of HIL’s outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,”Bulldog Investors Group of Funds”). All other
shares included in the aforementioned 3,943,831 shares of HIL beneficially
owned by Bulldog Investors, LLC (solely by virtue of its power to sell or
direct the vote of these shares) are also beneficially owned by clients of
Bulldog Investors, LLC who are not members of any group. The total number of
these “non-group” shares is 1,870,500 shares (representing 3.63% of HIL’s
outstanding shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,073,331 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,870,500 shares.
Certain of Bulldog Investors, LLC’s clients (none of whom beneficially own more
than 5% of HIL’s shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.

c) Since the last filing on 1/26/16 the following shares of HIL were purchased:

Date: Shares: Price:
1/26/16 953 2.93
2/3/16 2,000 2.75
2/5/16 3,000 3.00

d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A

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: 2/17/16

By: /S/ Phillip Goldstein
Name: Phillip Goldstein

By: /S/ Andrew Dakos
Name: Andrew Dakos

By: /S/ Steven Samuels
Name: Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

Exhibit A:

Full Value Partners L.P., 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

February 17, 2016

Irvin E. Richter, Chairman
Bryan W. Clymer, Lead Independent Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Messrs. Richter and Clymer:

We received your letter dated February 4, 2016 (1) rejecting our proposal
that the board establish a committee of independent directors (and engage
independent counsel) to assess all strategic alternatives to maximize
shareholder value for Hill, and (2) declining to expressly respond to our
request to tell us (a) the actual beginning and ending dates of the window in
which we must provide advance notice of nominations and proposals for the 2016
annual meeting and (2) what information we need to supply, and instead
referring us to Hill’s recently amended and restated bylaws (which are rather
complicated).

As to the first matter, you say that the Board rejected our proposal to form
a committee to explore alternatives to maximize shareholder value because it
thinks it is not in the best interest of Hill or its stockholders. We note that
on June 9, 2015 (when Hill’s shares closed at $5.31), CEO David Richter boldly
announced: “We are confident that Hill’s current strategic plan combined with
our strong growth outlook and aggressive cost optimization program will deliver
both near- and long-term value to our stockholders.” With Hill’s stock currently
trading below $3 per share,it is indisputable that his “strategic plan” has been
a dismal failure. Therefore, we find it difficult to understand the Board’s
thinking in the face of a credible offer to acquire the Company for $4.75 per
share, which is more than 60% higher than its current market price. At a
minimum, the independent directors should reach out to some of Hill’s largest
public shareholders to ask them what they think should be done to increase
shareholder value.

With respect to the second matter, why are you being evasive? In the Form 8-K
that Hill filed on January 27, 2016, Item 5.03 stated that the Amended Bylaws
“require that a stockholder desiring to put forward a nomination to be acted
upon at the annual meeting must do so no later than the close of business on the
60th day, and no earlier than the close of business on the 90th day, prior to
the first anniversary of the previous year’s annual meeting….” However,
Section 3.3 of the Bylaws (as Amended and Restated to January 21, 2016) states
that “[a] stockholder’s notice [of nominations] must be delivered…not less
than ninety (90) days nor more than one-hundred-twenty (120) days in advance of
the Anniversary Date. (That inconsistency was apparently corrected in an
amendment to Form 8-K filed on February 8, 2016.) However, Hill’s proxy
statement for the 2015 annual meeting issued on April 30, 2015 stated: “[Y]ou
must give notice to our Corporate Secretary no earlier than March 12, 2016 and
no later than April 11, 2016.” Should we assume that that statement been
superseded?

Once again, to avoid any misunderstanding (and litigation), we request that
you simply tell us (1) the earliest and latest date that advance notice for
nominations and proposals is due for the 2016 annual meeting (assuming it will
not be held earlier than 30 days or later than 70 days from the anniversary
date of last year’s meeting, i.e., June 9, 2016), and (2) the information that
a shareholder must provide with the notice. If you refuse to answer, we shall
assume that the advance notice window is from February 10, 2016 through
March 11, 2016 (barring an announcement that the meeting will be held before
May 10, 2016 or after August 18, 2016).

Moreover, while some of the bylaw changes are unobjectionable, we think
others unnecessarily impede the franchise rights of shareholders, e.g., the
requirement that a proposing stockholder must be a stockholder of record rather
than a street name holder. Consequently, please be advised that we intend to
submit the following proposal at the next meeting of shareholders:

Section 8.8 of the Bylaws is hereby amended by inserting the following
sentence immediately after the first sentence: “Effective at the stockholder
meeting at which this provision is adopted, no provision of the Bylaws that
has the effect of limiting or impeding the franchise rights of stockholders
shall be enforceable if it has not been approved by stockholders.”

Very truly yours,

/s/ Phillip Goldstein

Phillip Goldstein
Member

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