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:
PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP FOR A SPECIAL
MEETING OF SHAREHOLDERS OF IMPERIAL HOLDINGS, INC.
Bulldog Investors General Partnership ("BIGP") is sending this proxy
statement and the enclosed GREEN proxy card to shareholders of Imperial
Holdings, Inc. ("Imperial") of record as of June --, 2012 We are
soliciting a proxy to vote your shares at a Special Meeting of Shareholders
(the "Special Meeting") which is scheduled for July --, 2012. Please refer
to the Notice of the Special Meeting and Imperial's soliciting material,
if any, for additional information concerning the Special Meeting and the
matters to be considered by shareholders. This proxy statement and the
enclosed GREEN proxy card are first being sent to shareholders on or
about June --, 2012.
INTRODUCTION
We anticipate that the following four matters will be presented for a vote
at the Special Meeting:
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
whose primary purpose is 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.
These proposals are self-explanatory. We are soliciting a proxy to vote your
shares FOR the election of each of the nominees named below as a director
and FOR each of the other proposals.
REASONS FOR THE SOLICITATION
Shareholders owning approximately 58% of the outstanding shares have
requested the Special Meeting. We are now soliciting your proxies to adopt
these proposals including the election of five directors who are committed
to maximizing shareholder value.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us and, unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below and FOR each proposal. In addition, you will be granting the proxy
holders discretionary authority to vote on any other matters that may come
before the Special Meeting including adjourning it if a quorum is not
present.
VOTING REQUIREMENTS
A quorum is a majority of the total of the 21,202,614 shares outstanding.
The affirmative vote of a plurality of the votes entitled to be cast at the
Special Meeting is required to elect a director. Approval of each of the
other proposals requires the affirmative vote of a majority of the votes
cast for it and against it by all shareholders represented at the Special
Meeting. An abstention or a broker non-vote will be ignored in determining
the votes cast for or against a proposal.
REVOCATION OF PROXIES
You may revoke any proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy; or
(iii) voting in person at the Special Meeting. Attendance at the Special
Meeting will not in and of itself revoke a proxy. There is no limit on the
number of times you may revoke your proxy before it is exercised. Only your
latest dated proxy will be counted.
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 Directors. 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, 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, 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 2,306,514 shares of Imperial, all of which
were purchased since November 2011. In addition, Mr. Hellerman and his wife
respectively own 18,500 and 2,000 shares and Mr. Dayan owns 12,500 shares,
all of which were purchased since November 2011.
PROPOSAL 3: To adopt the following bylaw: "It shall be a breach of fiduciary
duty by a director, officer, or employee to support any action whose primary
purpose is 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."
PROPOSAL 5: Any other matters necessary to permit a vote to be held on
Proposals 1, 2, 3, and 4.
THE SOLICITATION
We intend to solicit proxies 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 $50,000.
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 this solicitation is a party to any contract, arrangement
or understanding with respect to any securities of Imperial or has any
arrangement or understanding 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 BIGP, Messrs. Goldstein and Dakos 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 expressly permits
issuers of unregistered securities to operate a publicly accessible
interactive website provided, as is the policy of the parties involved, sales
are limited to accredited investors. Consequently, they are seeking to have
the Secretary's order vacated.
SIGNIFICANT SHAREHOLDERS
According to public filings made at www.sec.gov, each of the following
shareholders has reported that it owns at least 5% of the outstanding shares
of Imperial:
Bulldog Investors 2,306,514 shares (10.9%)
Nantahala Capital Management, LLC 2,032,248 shares (9.6%)
Candlewood Investment Group, LP 2,018,750 shares (9.5%)
Wellington Management Company, LLP 1,751,997 shares (8.3%)
Discovery Capital Management, LLC 1,750,000 shares (8.3%)
June --, 2012
PROXY CARD
This proxy is solicited by Bulldog Investors General Partnership ("BIGP")
for the Special Meeting of Shareholders (the "Special Meeting") of Imperial
Holdings, Inc. The undersigned hereby appoints Phillip Goldstein and
Andrew Dakos and each of them, as the undersigned's proxies, with full power
of substitution, to attend the Special Meeting and any adjourned or postponed
Special Meeting, and to vote on all matters that come before the Special
Meeting the number of shares that the undersigned would be entitled to vote if
present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
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."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To elect five directors if Proposal 1 is adopted.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR JAMES CHADWICK [ ] WITHHOLD AUTHORITY
[ ] FOR RICHARD DAYAN [ ] WITHHOLD AUTHORITY
3. To adopt the following bylaw: "It shall be a breach of fiduciary
duty by a director, officer, or employee to support any action whose
primary purpose is 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."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
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."
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Any other matters necessary to permit a vote to be held on Proposals
1, 2, 3, and 4.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, and FOR each proposal. The undersigned hereby acknowledges
receipt of the proxy statement dated June --, 2012 of BIGP and revokes any
proxy previously executed.
Signature(s)___________________________ Dated: __________________