Bulldog Investors Reminds Hill International, Inc. (HIL) of Lost Lawsuit Ahead of Shareholders’ Meeting

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Page 21 of 32 – SEC Filing
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.

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