SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
06/03/09
1. NAME OF REPORTING PERSON
Bulldog Investors, 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
881,900
8. SHARED VOTING POWER
385,100
9. SOLE DISPOSITIVE POWER
1,267,000
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,267,000
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
NA
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Hicks Acquisition Co I Inc. ("TOH" or the "Issuer").
The principal executive offices of DCS are located at
Hicks Acquisition Co I Inc
100 Crescent Ct. Suite 1200
Dallas, TX 75201
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Phillip Goldstein, 60 Heritage Drive,Pleasantville, NY
10570 a principal of Bulldog Investors and Andrew Dakos,
Park 80 West,Saddle Brook, NJ 07663, also a principal of
Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.
On January 31, 2007 the Acting Director of the Securities Division
of the Massachusetts Secretary of State (the Securities Division)
filed a complaint against Bulldog Investors, Messrs. Goldstein,
Samuels, Dakos and Das and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making information about
certain unregistered investments available on their website and by
sending material about such investments to an individual who requested
such material. On October 17, 2007 the Secretary issued a cease and
desist order based on the same allegations and ordered that a fine be
imposed on the Bulldog Parties of $25,000, but stayed the imposition of
sanctions until the Massachusetts Superior Court issued a ruling on
the Bulldog Parties motion described in the next paragraph.
On November 15, 2007 the Bulldog Parties filed a timely appeal in
Massachusetts Superior Court of the Secretarys October 17, 2007 order.
On July 18, 2008, as part of the appeal, the Bulldog Parties filed a
motion in Massachusetts Superior Court for summary judgment setting aside
and vacating the Secretarys order. On March 23, 2007 the Bulldog
Parties filed a lawsuit in Massachusetts Superior Court to enjoin the
aforementioned enforcement action on, among others grounds, that it
violates the Bulldog Parties right of free speech under the
First Amendment to the Constitution. On December 21, 2007 the
Massachusetts Superior Court ruled that information communicated by
the Bulldog Parties has not been shown to be either misleading or
related to unlawful activity but denied the Bulldog Parties motion for a
preliminary injunction because the Court is not in the position of
evaluating evidence and making ultimate findings as it would do after trial.
On January 18, 2008 the Bulldog Parties filed a notice of appeal with
the Massachusetts Superior Court of that Courts denial of their motion
for a preliminary injunction. Any appeal from a ruling of the Massachusetts
Superior Court would first be decided by the Appeals Court of Massachusetts or,
at its option, by the Supreme Judicial Court of Massachusetts.
The Bulldog Parties also intend to pursue their First Amendment
Claim at trial.
On March 25, 2008 the Bulldog Parties filed an amended complaint in
Massachusetts Superior Court to include a claim that the Secretary does
not have personal jurisdiction over them. On April 4, 2008 the Secretary
filed a motion to dismiss the Bulldog Parties claim of lack of personal
jurisdiction. On July 18, 2008 the Bulldog Parties filed a motion
in Massachusetts Superior Court (1) for a preliminary injunction on the
grounds that the Secretary does not have personal jurisdiction over them
and (2) for reconsideration of their motion for a preliminary injunction
based on their First Amendment claim. In September 2008, those motions
to reconsider were denied and have been appealed to the Massachusetts
Court of Appeals.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
An affiliated person of Bulldog Investors submitted two letters to the issuer.
See Exhibit A and B.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the 10Q filed on 05/08/09 there were 69,000,000 shares
of common stock outstanding as of 05/08/09. The percentage set forth in
item 5 was derived using such number. Bulldog Investors, Phillip Goldstein
and Andrew Dakos beneficially own an aggregate of 1,267,000 shares of TOH or
1.84% of the outstanding shares. Power to dispose of and vote securities
resides either with Mr. Goldstein, Mr. Dakos or with clients.
c) During the past 60 days the following shares of TOH were purchased:
Date: Shares: Price:
06/09/09 300,000 $9.5300
06/16/09 50,000 $9.5500
06/22/09 25,000 $9.5600
06/22/09 600 $9.5500
06/23/09 500 $9.5500
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
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: 07/2/2009
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit A
Bulldog Investors
Park 80 West, Plaza Two, Suite 750
Saddle Brook, NJ 07663
Phone (201) 556-0092
Fax (201) 556-0097
pgoldstein@bulldoginvestors.com
June 3, 2009
Joseph B. Armes
President, Chief Executive Officer and Chief Financial Officer
Hicks Acquisition Corp.
100 Crescent Court, Suite 1200,
Dallas, Texas 75201
Dear Mr. Armes:
Our private investment funds are shareholders of Hicks Acquisition Corp.(TOH).
As you know, the stock price is well below the per share cash value of the
trust account which says it is very unlikely that the proposed deal with
Graham Packaging Company, L.P. will be completed. Given the abysmal market
environment for financing private equity transactions and with less than four
months to go before TOH must complete a transaction, liquidation seems to be
virtually inevitable. If so, it makes no sense to throw good money after bad.
Why not wind up TOH now and distribute the trust account to the public
shareholders as soon as possible?
Faced with similar circumstances, Churchill Ventures Ltd. announced on
November 21, 2008 "that in light of market conditions it was suspending its
business combination activity and would commence the process of liquidating
and distributing its trust fund proceeds to its shareholders." Churchill's
press release went on to elaborate:
"Churchill's founders have a stellar reputation for delivering value to
investors in our past activities, and we would rather close our doors and
return our investors' capital than pursue a business combination in these
market conditions," said Christopher Bogart, Churchill's Chief Executive
Officer. "SPACs like Churchill rely on the availability of leverage and the
receptivity of institutional equity investors, neither of which is present
in capital markets today. Churchill's founders will lose money personally by
taking this decision - and our shareholders will actually turn a profit on
their investment in Churchill - but we believe strongly that it is the right
thing to do rather than bringing a questionable transaction to the market,"
Bogart added.
We applaud the Churchill management team for its integrity. In our opinion,
a similar announcement of an early liquidation of TOH would enhance the
reputation of your management team as one that does the right thing for
stockholders even when things do not work out as planned.
Please contact us if you wish to discuss this matter.
Very truly yours,
Phillip Goldstein
Principal
Exhibit B
Bulldog Investors
Park 80 West, Plaza Two, Suite 750
Saddle Brook, NJ 07663
Phone (201) 556-0092
Fax (201) 556-0097
pgoldstein@bulldoginvestors.com
June 29, 2009
Joseph B. Armes
President, Chief Executive Officer and Chief Financial Officer
Hicks Acquisition Corp.
100 Crescent Court, Suite 1200,
Dallas, Texas 75201
Dear Mr. Armes:
On June 3, 2009, we sent you a letter asking you to consider winding up
Hicks Acquisition Corp. (TOH) early and distributing the trust account to
the public shareholders as soon as possible. We have not received a
response to our letter. This is troubling. In particular, we are concerned
about a delay in receiving a liquidating payment in the event that TOH is
liquidated and whether management will diligently pursue any tax refunds and
distribute such refunds to the public stockholders.
Therefore, we hereby advise you that on or about July 7, 2009 we intend to
file a petition pursuant to section 211(c) of the Delaware General Corporation
Law in the Delaware Court of Chancery to ask the Court to order TOH to hold
an annual meeting to elect directors. (We note that in addition to its
failure to comply with Delaware law, NYSE Amex LLC has ordered TOH to hold
an annual meeting by August 11, 2009.) At the annual meeting, we intend to
nominate candidates who are committed to a prompt windup of TOH.
Please call me at (914)747-5262 if you wish to discuss this matter and avoid
litigation.
Very truly yours,
Phillip Goldstein
Principal