SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
7/09/12
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos
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
1,859,687
8. SHARED VOTING POWER
446,827
9. SOLE DISPOSITIVE POWER
2,306,514
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
2,306,514
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
10.88%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #8 to the schedule 13d
filed March 8, 2012. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A and B - Letters to the Board of Directors
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10Q filed on November 14, 2011 there were 21,202,614 shares of
ommon stock outstanding as of 08/31/2011 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 2,306,514
shares of IFT or 10.88% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) Since the last filing on 6/14/12 the following shares of IFT were traded:
Buys
Date: Shares: Price:
06/14/12 49,187 3.9778
06/15/12 41,000 3.8905
06/18/12 26,792 3.8463
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit A and B
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: 07/09/2012
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit A:
Opportunity Partners L.P., Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
Phone (201) 556-0092 // Fax (201) 556-0097
// pgoldstein@bulldoginvestors.com
July 9, 2012
The Board of Directors
Imperial Holdings, Inc.
701 Park of Commerce Blvd., Suite 301
Boca Raton, Fl 33487
Gentlemen:
As one of Imperial's largest shareholders, we are concerned about the lack of
progress in resolving the class action "stock drop" lawsuits that have been
pending in the United States District Court for the Southern District of
Florida since October 25, 2012, as well as the legal costs that have been
incurred. It is apparent to us that these lawsuits were frivolous when they
were filed and nothing we have seen since then has changed our minds.
Specifically, we do not understand why Imperial did not submit a motion for
dismissal right after the complaints were filed and a motion for Rule 11
sanctions.
A review of the docket indicates that a mediation was scheduled to be held
on June 18-19, 2012, in New York City. What is there to mediate? The Private
Securities Litigation Reform Act ("PSLRA") was designed to prevent frivolous
securities lawsuits like these from being pursued and it is obvious that the
complaints fall far short of the standards required by the PSLRA.
For example, one key provision of the PSLRA is that a complaint must identify
"each statement alleged to have been misleading, the reason or reasons why
the statement is misleading, and if an allegation regarding the statement or
omission is made on information and belief, the complaint shall state with
particularity all facts on which that belief is formed." If a complaint does
not specifically identify the allegedly fraudulent statements and explain why
they were misleading, the complaint will be dismissed. The sole allegation of
a fraudulent statement or omission in the complaints languishing in the
District Court is as follows:
The IPO Registration Statement and IPO Prospectus were materially false and
misleading and/or omitted to state that the Company had engaged in serious
wrongdoing in connection with its life finance business, which would expose
IFT and certain of its employees, including its chief executive officer and
its chief operating officer, to a criminal investigation by the FBI in
conjunction with the United States Attorney's Office for the District of
New Hampshire.
In other words, some unspecified person or persons failed to disclose some
unspecified "serious wrongdoing" by some unspecified person or persons that
would later lead to an investigation (that has thus far not led to any
charges) of something or other. That is precisely the sort of non-specific
allegation that is prohibited by the PSLRA. Had a motion to dismiss been
filed promptly, it almost certainly would have been granted.
In addition, the PSLRA requires the court, upon the final adjudication to
make specific findings as to each party's and each attorney's compliance
with Federal Rule of Civil Procedure 11(b) as to any complaint, responsive
pleading, or dispositive motion. If the court finds that a party or attorney
violated Rule 11(b), the court is required to impose sanctions in accordance
with Rule 11, i.e., it does not have discretion it would have in a non-PSLRA
case with regard to imposing sanctions. Moreover, the PSLRA sets forth a
presumption that the proper sanction for a Rule 11(b) violation is an award
to the opposing party of the reasonable attorneys' fees and costs incurred
as a direct result of the violation. As explained above, the plaintiffs and
their attorneys violated Rule 11 by knowingly making non-specific allegations
of fraudulent omissions in their initial complaints. Therefore, they should
have to pay Imperial's attorneys' fees and costs. We urge the board to ask
Imperial's counsel why it did not pursue Rule 11 sanctions based upon the
non-specific allegation of fraud in the initial complaints.
In sum, our position is that, at the end of the day Imperial should not have
to pay one cent to settle these frivolous lawsuits or to defend them. Since
it is very likely the composition of the board will soon change, we urge the
directors to not agree to any settlement before a shareholder meeting other
than one that costs Imperial nothing.
Very truly yours,
Phillip Goldstein
By: /S/ Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner
Exhibit B:
Opportunity Partners L.P., Park 80 West,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663
Phone (201) 556-0092 // Fax (201) 556-0097
// pgoldstein@bulldoginvestors.com
July 9, 2012
The Board of Directors
Imperial Holdings, Inc.
701 Park of Commerce Blvd., Suite 301
Boca Raton, Fl 33487
Gentlemen:
As you know, on May 23, 2012, we delivered a demand by shareholders owning
more than 50% of the outstanding stock for a special meeting. Section 3.2
of the bylaws provides: "The corporation shall give notice of such a
Special Meeting Request within sixty days after the date that the demand
is delivered to the corporation." Therefore, notice of the special meeting
should be given no later than July 22, 2012. (Note that July 22nd is a
Sunday.) In addition, we remind you that in a press release issued on
May 29, 2012, Imperial stated that "the Company intends to hold the special
meeting no later than August 20, 2012." We urge you to keep your commitment
to hold the special meeting by August 20th and to give notice of the
meeting by July 22nd.
Very truly yours,
By: /S/ Phillip Goldstein
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner