SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors General Partnership
Attn: Phillip Goldstein
Park 80 West
250 Pehle Ave, Ste 708
Saddle Brook, NJ 07663
Phone: 201 556-0092
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Imperial Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
Bulldog Investors General Partnership
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
DEMAND FOR A SPECIAL MEETING OF SHAREHOLDERS OF IMPERIAL HOLDINGS, INC.
Bulldog Investors General Partnership ("BIGP") is sending this solicitation
statement and the enclosed GREEN authorization card to demand a special
meeting to shareholders of Imperial Holdings, Inc. ("Imperial") of record as
of April 16, 2012, (a date we arbitrarily selected), to vote on the following
matters:
1. To amend the bylaws to increase the number of directors from seven to
twelve.
2. If Proposal 1 is adopted, to elect five directors to fill the
vacancies thereby created.
3. To amend the bylaws to clarify that a breach of fiduciary duty by a
director, officer, or employee shall include support for any action
intended to impede, frustrate or delay a shareholder vote on any matter
in which such person has a personal interest.
4. To amend the bylaws to clarify that, subject only to any limitations
under the law or contained in the Articles of Incorporation, Imperial
will not indemnify any director, officer, or employee that has breached
his or her fiduciary duty.
This authorization statement and the enclosed GREEN authorization card are first
being sent to shareholders on or about April --, 2012.
REASONS FOR THE SOLICITATION
The independent directors do not have a meaningful ownership stake in Imperial.
They have not responded with specificity to questions about the costs or status
of the internal investigation commenced after September 27, 2011 when Imperial
was served with a search warrant issued by a Magistrate Judge for the U.S.
District Court in the Southern District of Florida. (Please refer to Imperial's
public filings at www.sec.gov for additional information.)
On November 14, 2011, Imperial filed Form 10-Q for the third quarter of 2011 in
which it stated that the 2012 Annual Meeting of Shareholders would be held on
Thursday, May 17, 2012. On March 19, 2012, Imperial announced that the 2012
Annual Meeting would be postponed indefinitely. The effect of this postponement
is to extend the terms of the incumbent directors indefinitely. Opportunity
Partners L.P., an affiliate of BIGP, recently filed a special proceeding in
state court in Florida to compel Imperial to hold its annual meeting but
Imperial has asserted in a court filing that it cannot and need not have an
annual meeting until its internal investigation is complete and it has filed
its annual report for 2011, which could be delayed for months or years. BIGP is
soliciting your authorization to demand a special meeting because, in the event
that the court does not order Imperial to hold an annual meeting soon, we
believe that such a postponement of the annual meeting is contrary to
shareholder democracy and that it is important to afford shareholders an
opportunity to express their views in an open forum and to vote on the
aforementioned matters as soon as possible.
If, as a result of this solicitation, a special meeting is held, we intend
to solicit proxies to adopt the proposals enumerated above and to elect
directors to fill the vacancies thereby created. Our proxy soliciting
material will set forth in full the reasons for electing our nominees.
HOW AUTHORIZATION CARDS WILL BE PRESENTED
If you return a GREEN authorization card to us, your shares will be aggregated
with those of all other shareholders that return an authorization card.
According to Imperial's bylaws, a special meeting of stockholders must be
held if requested by stockholders owning at least 50% of all outstanding
(currently 21,202,614) shares. You may revoke your authorization by delivering
a written revocation to us at any time. However, if and when we have received
unrevoked authorization cards from stockholders owning at least 50% of all
outstanding shares, we intend to promptly deliver them to Imperial which is
then required to call a special meeting. Please note that your authorization
card does not authorize us to vote your shares at any meeting.
MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING
The following matters will be considered at the special meeting:
PROPOSAL 1: Section 4.1 of the bylaws shall be amended to (a) delete the
following sentence: "Initially, the Board shall be comprised of seven (7)
directors; and (b) replace it with the following sentence: "The Board shall
be comprised of twelve (12) directors."
PROPOSAL 2: To elect five directors if Proposal 1 is adopted.
At the special meeting, Opportunity Partners L.P., an affiliate of BIGP and
a shareholder of Imperial intends to nominate the persons named below for
election as a Director. There are no arrangements or understandings between
BIGP or any affiliate of BIGP and any nominee in connection with the
nomination nor do we know of any material conflicts of interest that would
prevent him from acting in the best interests of Imperial.
Phillip Goldstein (born 1945); Park 80 West, Plaza Two, Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 1992,
Mr. Goldstein has been a principal of the general partner and investment
advisor of several investment partnerships in the Bulldog Investors group
of private funds and that are general partners of BIGP. He is a director
of the following companies: Mexico Equity and Income Fund, Brantley Capital
Corporation, ASA Ltd., Special Opportunities Fund, and Korea Equity Fund
since 2010. Since 2009, he has been a principal of Brooklyn Capital
Management, the investment adviser to Special Opportunities Fund.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 2005, Mr. Dakos
has been a principal of the general partner and investment advisor of
several investment partnerships in the Bulldog Investors group of private
funds and that are general partners of BIGP. He is a director of the
following companies: Mexico Equity and Income Fund, Brantley Capital
Corporation, and Special Opportunities Fund. Since 2009, he has been a
principal of Brooklyn Capital Management, the investment adviser to
Special Opportunities Fund.
Gerald Hellerman (born 1937); 5431 NW 21st Avenue, Boca Raton, FL 33496.
Mr. Hellerman owns and has served as managing director of Hellerman
Associates, a financial and corporate consulting firm, since the firm's
inception in 1993. Mr. Hellerman currently serves as a director,
chief financial officer and chief compliance officer for Mexico Equity
and Income Fund and Special Opportunities Fund, and as a director of
MVC Capital and Brantley Capital Corporation. Mr. Hellerman also serves
as a director of Ironsides Partners Opportunity Offshore Fund Ltd.
He was previously a director of AirNet Systems, Inc., the Old Mutual
registered hedge fund complex, Innovative Clinical Solutions, Ltd.
and TM Entertainment and Media, Inc.
James Chadwick (born 1973); c/o Special Opportunities Fund, Inc.,
615 East Michigan Street, Milwaukee, WI 53202. Managing Director
of Main Street Investment Partners, LLC (private equity firm);
Managing Director of Opus Partners, LLC (private equity firm),
June 2010 - April 2011; Managing Director of Harlingwood Equity
Partners LP, March 2009 - June 2010; Managing Partner of Chadwick
Capital Management, January 2006 - December 2008.
Richard Dayan (born 1943); 485 7th Ave., Suite 501, New York,
NY 10018; Mr. Dayan has served for twenty years as the President
and owner of Cactus Trading, an importer and exporter of clothing and
accessories ; Mr. Dayan formerly served for fifteen years as controller
for Biltmore Textiles, a major textile company. Prior to that, he was
an auditor for a public accounting firm.
A group comprised of clients advised by affiliates of Mr. Goldstein
and Andrew Dakos beneficially owns 1,375,965 shares of Imperial,
all of which were purchased since November 2011. In addition,
Mr. Hellerman and his wife respectively own 3,500 and 2,000 shares
and Mr. Dayan owns 10,000 shares.
PROPOSAL 3: To adopt the following bylaw: "It shall be a breach of
fiduciary duty by any director, officer, or employee to support any
action intended to impede, frustrate or delay a shareholder vote on
a matter in which such person has a personal interest. This bylaw may
only be amended or rescinded by the shareholders."
PROPOSAL 4: To adopt the following bylaw: "A breach of fiduciary duty
shall be cause for removal. Notwithstanding any provision to the
contrary, the corporation shall not, subject only to any limitations
under the law or contained in the Articles of Incorporation, indemnify
any current or former director, officer, or employee that has breached
his or her fiduciary duty. This bylaw may only be amended or rescinded
by the shareholders."
THE SOLICITATION
We intend to solicit authorization cards via mail, telephone and via
the internet. Our solicitation materials are available on the following
web site: http://www.bulldoginvestorstenderoffer.com/. Persons affiliated
with or employed by BIGP or its affiliates may assist us in the
solicitation of authorization cards. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward this
solicitation statement and the enclosed GREEN authorization card to the
beneficial owners of common shares for whom they hold shares of record.
We will reimburse these organizations for their reasonable out-of-pocket
expenses.
Initially, we will bear all of the expenses related to this solicitation.
Because we believe that all shareholders will benefit from this solicitation,
we intend to seek reimbursement of our expenses from Imperial. Shareholders
will not be asked to vote on the reimbursement of these expenses, which
we estimate will total $25,000.
PARTICIPANTS
Only BIGP and the aforementioned nominees are participants in this
solicitation. The address of BIGP is Park 80 West, Plaza Two,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. No participant or
associate of any participant in his solicitation is or has been a party
to any contract, arrangements or understanding with any person with respect
to any securities of Imperial or has any arrangement or understanding with
any person with respect to future employment by Imperial or any of its
affiliates or to any future transactions to which Imperial or any of its
affiliates will or may be a party.
BULLDOG INVESTORS LITIGATION
On October 17, 2007 the Massachusetts Secretary of State issued an "obey the
law" injunction and fined Bulldog Investors, Messrs. Phillip Goldstein,
Andrew Dakos and Steven Samuels and certain related parties $25,000 for
operating a publicly accessible website containing information about
certain unregistered investments and sending an e-mail about such
investments to a Massachusetts resident who requested it. On April 5, 2012,
President Obama signed the JOBS Act which makes it legal for privately held
investment companies like Bulldog Investors to operate a publicly accessible
interactive website provided, as is the policy of Bulldog Investors, sales
are limited to accredited investors.
SIGNIFICANT SHAREHOLDERS
According to SEC filings, each of the following shareholders has reported
that it owns at least 5% of the outstanding shares of Imperial:
Bulldog Investors 1,375,965 shares
Discovery Capital Management, LLC 1,750,000 shares
Wellington Management Company, LLP 1,751,997 shares
Nantahala Capital Management, LLC 2,032,248 shares
Candlewood Investment Group, LP 2,018,750 shares
April --, 2012
AUTHORIZATION CARD
The undersigned shareholder hereby authorizes Phillip Goldstein and
Andrew Dakos to submit a demand that a special meeting of stockholders of
Imperial Holdings, Inc. be held as soon as possible to vote on the
following matters:
1. To amend the bylaws to increase the number of directors from seven to
twelve.
2. If proposal 1 is adopted, to elect five directors to fill the
vacancies thereby created.
3. To amend the bylaws to clarify that a breach of fiduciary duty by
a director, officer, or employee shall include support for any
action intended to impede, frustrate or delay a shareholder vote
on any matter in which such person has a personal interest.
4. To amend the bylaws to clarify that Imperial will not, subject only
to any limitations under the law or contained in the Articles of
Incorporation, indemnify any director, officer, or employee that has
breached his or her fiduciary duty.
Please sign and date below. The undersigned hereby acknowledges receipt of the
solicitation statement dated April --, 2012 of Bulldog Investors General
Partnership.
SIGNATURE (s)_________________________________ Dated: _______________