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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------
HILL INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
431466 10 1
(CUSIP Number)
-------------------------------------------------------------
Irvin E. Richter
c/o Hill International, Inc.
303 Lippincott Centre
Marlton, NJ 08053
(856) 810-6200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
---------------------------------------------------------------
June 28, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d.7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 431466 10 1
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Irvin E. Richter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
7,724,271
8 SHARED VOTING POWER
5,813,923(1)
9 SOLE DISPOSITIVE POWER
7,724,271
-----------------
(1) For purposes of Section 13(d), Irvin E. Richter may be deemed to
beneficially own an aggregate of 13,538,194 shares of common stock of the issuer
consisting of (a) 7,724,271 shares of common stock held by Mr. Richter directly,
(b) 3,365,407 shares of common stock held by David L. Richter, (c) 1,931,067
shares of common stock held by Brady H. Richter, and (d) 517,449 shares of
common stock held by Stuart S. Richter. Each of Messrs. Irvin E. Richter, David
L. Richter and Stuart S. Richter is an executive officer of the Issuer. David L.
Richter and Brady H. Richter are the sons of Irvin E. Richter. Stuart S. Richter
is a brother of Irving H. E. Richter. Mr. Irvin E. Richter disclaims beneficial
ownership of any shares of common stock held by Messrs. David L. Richter, Brady
H. Richter and Stuart S. Richter.
2
10 SHARED DISPOSITIVE POWER
5,813,923 (see footnote one)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,538,194 (see footnote one)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
14 TYPE OF REPORTING PERSON
IN
3
CUSIP NO. 431466 10 1
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
David L. Richter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
3,365,407
8. SHARED VOTING POWER
10,172,787(2)
9. SOLE DISPOSITIVE POWER
3,365,407
----------------------
(2) For purposes of Section 13(d), David L. Richter may be deemed to
beneficially own an aggregate of 13,538,194 shares of common stock of the issuer
consisting of (a) 3,365,407 shares of common stock held by Mr. Richter directly,
(b) 7,724,271 shares of common stock held by Irvin E. Richter, (c) 1,931,067
shares of common stock held by Brady H. Richter, and (d) 517,449 shares of
common stock held by Stuart S. Richter. Each of Messrs. Irvin E. Richter, David
L. Richter and Stuart S. Richter is an executive officer of the Issuer. David L.
Richter is the brother of Brady H. Richter and the son of Irvin E. Richter.
Stuart S. Richter is a brother of Irving H. Richter. Mr. David L. Richter
disclaims beneficial ownership of any shares of common stock held by Messrs.
Irvin E. Richter, Brady H. Richter and Stuart S. Richter.
4
10. SHARED DISPOSITIVE POWER
10,172,787 (see footnote two)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,538,194 (see footnote two)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
14. TYPE OF REPORTING PERSON
IN
5
CUSIP NO. 431466 10 1
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Brady H. Richter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
1,931,067
8. SHARED VOTING POWER
11,607,127(3)
9. SOLE DISPOSITIVE POWER
1,931,067
------------
(3) For purposes of Section 13(d), Brady H. Richter may be deemed to
beneficially own an aggregate of 13,538,194 shares of common stock of the issuer
consisting of (a) 1,931,067 shares of common stock held by Mr. Richter directly,
(b) 3,365,407 shares of common stock held by David L. Richter, (c) 7,724,271
shares of common stock held by Irvin E. Richter, and (d) 517,449 shares of
common stock held by Stuart S. Richter. Each of Messrs. Irvin E. Richter, David
L. Richter and Stuart S. Richter is an executive officer of the Issuer. Brady H.
Richter is the brother of David L. Richter and is the son of Irvin E. Richter.
Stuart S. Richter is a brother of Irving H. Richter. Mr. Brady H. Richter
disclaims beneficial ownership of any shares of common stock held by Messrs.
David L. Richter, Irvin E. Richter and Stuart S. Richter.
6
10. SHARED DISPOSITIVE POWER
11,607,127 (see footnote three)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,538,194 (see footnote three)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
14. TYPE OF REPORTING PERSON
IN
7
CUSIP NO. 431466 10 1
1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Stuart S. Richter
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |X|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
517,449
8. SHARED VOTING POWER
13,020,745(4)
9. SOLE DISPOSITIVE POWER
517,449
------------
(4) For purposes of Section 13(d), Stuart S. Richter may be deemed to
beneficially own an aggregate of 13,538,194 shares of common stock of the issuer
consisting of (a) 517,449 shares of common stock held by Mr. Richter directly,
(b) 3,365,407 shares of common stock held by David L. Richter, (c) 1,931,067
shares of common stock held by Brady H. Richter, and (d) 7,724,271 shares of
common stock held by Irvin E. Richter. Each of Messrs. Irvin E. Richter, David
L. Richter and Stuart S. Richter is an executive officer of the Issuer. Stuart
S. Richter is a brother of Irving H. Richter, and he is the uncle of David L.
and Brady H. Richter. Mr. Stuart S. Richter disclaims beneficial ownership of
any shares of common stock held by Messrs. Irvin E. Richter, Brady H. Richter
and David L. Richter.
8
10. SHARED DISPOSITIVE POWER
13,020,745 (see footnote four)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,538,194 (see footnote four)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.4%
14. TYPE OF REPORTING PERSON
IN
9
Item 1. Security and Issuer.
The securities to which this statement relates are shares of common stock,
par value $.0001 per share (the "Common Stock"), of Hill International, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 303 Lippincott Centre, Marlton, New Jersey 08053.
Item 2. Identity and Background.
This Schedule 13D is filed by Messrs. Irvin E. Richter, David L. Richter,
Brady H. Richter and Stuart S. Richter (collectively, the "Filers"). The
business address of the filers is Hill International, Inc., 303 Lippincott
Centre, Marlton, New Jersey 08053. Irvin E. Richter is the chairman and chief
executive officer of the Issuer. David L. Richter is the president and chief
operating officer of the issuer. Stuart S. Richter is a senior vice president of
the issuer. Irvin E. Richter and David Richter are directors of the Issuer. Each
of the reporting persons is a citizen of the United States.
During the last five years none of the individuals filing this Schedule
13D have been (1) convicted in a criminal proceeding or (2) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Each of the filers is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On June 28, 2006, in a private placement transaction and pursuant to the
Agreement and Plan of Merger, by and among Hill International, Inc., Arpeggio
Acquisition Corporation and Messrs. Irvin E. Richter, David L. Richter and Brady
H. Richter (the "Merger Agreement"), the Filers acquired their shares of the
Issuer in exchange for their shares of Hill International, Inc. a Delaware
corporation ("Old Hill"). Pursuant to the Merger Agreement, Old Hill merged with
Arpeggio Acquisition Corporation, and Arpeggio Acquisition Corporation was the
surviving company of the merger. Immediately upon consummation of the merger
Arpeggio Acquisition Corporation changed its name to Hill International, Inc.
("New Hill"). The shares of common stock of New Hill owned by the Filers were
acquired pursuant to the merger transaction in exchange for their shares of Old
Hill, including shares of Old Hill which were acquired upon the exercise of
options. The shares of common stock and options for the common stock of Old Hill
which the Filers owned prior to the merger were acquired as consideration for
services rendered to Old Hill, including as consideration for founding and
establishing Old Hill.
Item 4. Purpose of Transaction.
The Filers acquired the shares of common stock of the Issuer for
investment purposes. The Filers may in the future purchase additional shares in
the open market or in privately negotiated transactions. The Filers may in the
future be awarded stock or options to purchase stock of the Issuer pursuant to
the Issuer's Employee Stock Option Plan of 2006. As a result of the merger
transaction and consistent with the terms and provisions of the Merger
Agreement, all of the officers of the Arpeggio Acquisition Corporation and all
of its directors (other than Eric S. Rosenfeld and Arnaud Ajdler) resigned on
June 28, 2006. Messrs. Irvin E. Richter, David L. Richter, Brian W. Clymer,
William J. Doyle and Alan S. Fellheimer were appointed as directors of the
Issuer. In addition, Mr. Irvin E. Richter was appointed as Chairman of the Board
and Chief Executive Officer of the Issuer, Mr. David L. Richter was appointed
President and Chief Operating Officer, Mr. Raouf S. Ghali was appointed
President, Project Management Group (International), Mr. Frederic Z. Samelian
was appointed as President, Construction Claims Group, Mr. Ronald F. Emma was
appointed Senior Vice President of Finance and Mr. Stuart S. Richter was
appointed Senior Vice President. Reference is made to the disclosure in the
Definitive Proxy Statement (No. 000-50781) filed by the Issuer with the SEC,
dated June 5, 2006 in the section entitled "Directors and Executive Officers of
Arpeggio Following the Merger" beginning on page 112, which section is
incorporated herein by reference.
10
Concurrently with the closing of the merger, Messer Irvin E. Richter,
David L. Richter and Brady H. Richter, on the one hand, and Mr. Eric Rosenfeld
and Mr. Arnaud Ajdler, on the other hand, who collectively beneficially own
together approximately 69% of the outstanding stock of the Issuer, entered into
a voting agreement dated as of June 28, 2006. The voting agreement requires that
each individual member of the two groups of signatories to the voting agreement
vote for the designees of the other group as our directors of Hill until
immediately following the election at the annual meeting of shareholders that
will be held in 2007. The voting agreement is incorporated by reference as
Exhibit 7.2 to this Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of June 28, 2006 the Filers beneficially and directly owned
13,538,194 shares of common stock consisting of 7,724,271 shares of common stock
owned by Irvin L. Richter, 3,365,407 shares of common stock owned by David L.
Richter, 1,931,067 shares of common stock owned by Brady H. Richter and 517,449
shares of common stock owned by Stuart S. Richter. Each individual Filer has
sole power to vote and to dispose of the shares which he owns. In addition, each
Filer may be deemed to share the power to vote and dispose of those shares owned
by each of the other three Filers.
(c): None.
(d): No person other than the Filers has the right to receive or the power
to direct receipt of dividends, or the proceeds from the sale of the Common
Stock of the Issuer.
(e): Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Messrs. Irvin E. Richter, David L. Richter and Brady H. Richter are
parties to Lock-up Agreements with Issuer pursuant to which each of them has
agreed that they will not sell or otherwise transfer any of the shares of common
stock of the issuer acquired by them in the merger until December 31, 2007,
subject to certain exceptions, including the right to use their shares to secure
margin loans not to exceed 20% of the value of the shares at the time that the
loans are made.
Messrs. David L. Richter, Irvin E. Richter and Brady H. Richter have
entered into a voting agreement with Messrs. Eric Rosenfeld and Arnaud Ajdler,
which agreement requires that the Richter signatories to the voting agreement
agree to vote for the designees of Messrs. Rosenfeld and Ajdler as Directors of
the Issuer and that Messrs. Rosenfeld and Ajdler agree to vote for the designees
of the Richter signatories to the voting agreement, in both cases until
immediately following the election that will be held at the annual meeting of
shareholders of the Issuer in 2007. The voting agreement is incorporated by
reference as Exhibit 7.2 to this Schedule 13D.
11
The Filers, together with other stockholders of Old Hill who have received
shares of the Issuer in the merger have agreed, pursuant to the Agreement and
Plan of Merger, to deposit 12% of their shares of the common stock of the Issuer
into escrow. The shares are in escrow to secure any indemnification claims by
the Issuer. Claims for indemnification may be asserted by the Issuer once
damages exceed $500,000 and are indemnifiable to the extent that damages exceed
that amount. However, claims with respect to taxes and certain other matters are
not subject to such threshold. Shares still in escrow on December 30, 2010, will
be released on the next business day even if claims to which they relate are not
then resolved. The Escrow Agreement was attached as Annex F to the Definitive
Proxy Statement filed by the Issuer on June 6, 2007 and is incorporated herein
by reference.
Item 7. Materials to be Filed as Exhibits
Exhibit 7.1 - Form of Escrow Agreement (included as Annex F of the
Definitive Proxy Statement (No. 000-50781), dated June 5, 2006
and incorporated by reference herein).
Exhibit 7.2 - Form of Voting Agreement (included as Annex E of the
Definitive Proxy Statement (No. 000-50781), dated June 5, 2006
and incorporated by reference herein).
Exhibit 7.3 - Agreement and Plan of Merger dated December 5, 2005, by and
among Arpeggio Acquisition Corporation, Hill International,
Inc. and then stockholders of Hill International, Inc., dated
June 5, 2006, as amended (included as Annex A of the
Definitive Proxy Statement (No. 000-50781) filed with the SEC
and incorporated by reference herein).
12
SIGNATURE
--------------------------
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: July 10, 2006 By:
/s/ Irvin E. Richter
-----------------------------------------
Irvin E. Richter
By:
/s/ David Richter
-----------------------------------------
David Richter
By:
/s/ Brady H. Richter
-----------------------------------------
Brady H. Richter
By:
/s/ Stuart S. Richter
-----------------------------------------
Stuart S. Richter
13
INDEX TO EXHIBITS
Exhibit 7.1 - Form of Escrow Agreement (included as Annex F of the
Definitive Proxy Statement (No. 000-50781), dated June 5, 2006
and incorporated by reference herein).
Exhibit 7.2 - Form of Voting Agreement (included as Annex E of the
Definitive Proxy Statement (No. 000-50781), dated June 5, 2006
and incorporated by reference herein).
Exhibit 7.3 - Agreement and Plan of Merger dated December 5, 2005, by and
among Arpeggio Acquisition Corporation, Hill International,
Inc. and then stockholders of Hill International, Inc., dated
June 5, 2006, as amended (included as Annex A of the
Definitive Proxy Statement (No. 000-50781) filed with the SEC
and incorporated by reference herein).
14