SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D/A*
(Amendment No. 6)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
422819102
(CUSIP Number)
Ricky C. Sandler
Eminence Capital LLC, 65 East 55th Street, 25th Floor, New York, NY 10022
(212) 418-2100
(Name, address and telephone number of person
authorized to receive notices and communications)
June 26, 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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. 422819102 13D Page 2 of 9 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Eminence Capital, LLC
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(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
New York
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
592,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
592,500
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
592,500
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 422819102 13D Page 3 of 9 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Eminence GP, LLC
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A 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) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
374,605
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
374,605
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
374,605
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.0%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
OO
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 422819102 13D Page 4 of 9 Pages
-----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Ricky C. Sandler
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(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 (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
592,500
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
592,500
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
592,500
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
3.2%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 422819102 13D Page 5 of 9 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, no par value (the "Common
Stock") of Heidrick & Struggles International, Inc. (the "Company"), whose
principal executive offices are located at 233 South Wacker Drive-Suite 4200,
Chicago, Illinois 60606. This Amendment #6 hereby amends and restates in its
entirety the original Schedule 13D, filed on November 18, 2002.
Item 2. Identity and Background.
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Eminence Capital, LLC, a New York limited liability company ("Eminence
Capital");
(ii) Eminence GP, LLC, a New York limited liability company ("Eminence GP"); and
(iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler").
(a) This statement relates to Shares of Common Stock as defined in Item 1 above
held for the accounts of: Eminence Partners, LP, a New York limited partnership
("Eminence I"); Eminence Partners II, LP, a New York limited partnership
("Eminence II"); Eminence Long Alpha, LP, a Delaware limited partnership ("ELA")
and Eminence Leveraged Long Alpha, LP, a Delaware limited partnership ("ELLA"
and together with Eminence I, Eminence II, and ELA, the "Partnerships"); as well
as Eminence Long Alpha Master Fund, Ltd. and Eminence Leveraged Long Alpha
Master Fund, Ltd. (the "Offshore Master Funds") and Eminence Fund, Ltd.
("Eminence Offshore"), each a Cayman Islands company, and collectively referred
to as the "Offshore Funds". The Partnerships and the Offshore Funds are
collectively referred to as the "Eminence Funds".
Eminence Capital serves as the investment manager to the Eminence Funds with
respect to the shares of Common Stock directly owned by the Eminence Funds and
may be deemed to have voting and dispositive power over the Shares held for the
accounts of the Eminence Funds.
Eminence GP serves as general partner or manager with respect to the shares of
Common Stock directly owned by the Partnerships and the Offshore Master Funds,
respectively, and may be deemed to have voting and dispositive power over the
Shares held for the accounts of the Partnerships and the Offshore Master Funds.
Ricky C. Sandler is the Managing Member of each Eminence Capital and Eminence GP
and may be deemed to have voting and dispositive power with respect to the
Shares of Common Stock directly owned by the Eminence Funds.
CUSIP No. 422819102 13D Page 6 of 9 Pages
(b)The address of the principal business and principal office of Eminence
GP and the Investment Manager is 65 East 55th Street, 25th Floor, New
York, NY 10022. The business address of Mr. Sandler is 65 East 55th
Street, 25th Floor, New York, NY 10022.
(c)The principal business of Eminence GP is serving as a general partner
to the Partnerships and manager to the Offshore Master Funds. The
principal business of the Investment Manager is that of an investment
manager engaging in the purchase and sale of securities on behalf of
clients. Mr. Sandler serves as the Managing Member of Eminence GP and
the Investment Manager.
(d)None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)None of the Reporting Persons has, during the last five years, been 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.
(f)Each of Eminence GP and the Investment Manager is a limited liability
company organized under the laws of the State of New York. Mr. Sandler
is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock directly owned by the Partnerships and the Offshore Funds is
approximately $9,000,000. Mr. Sandler, Eminence GP and the Investment Manager do
not directly own any shares of Common Stock.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although the
acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, the Reporting Persons may pursue discussions with
management in an effort to maximize long-term value for shareholders. Each of
the Reporting Persons may make further purchases of shares of Common Stock from
time to time and may dispose of any or all of the shares of Common Stock held by
him or it at any time. None of the Reporting Persons has any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. Each of
the Reporting Persons may, at any time and from time to time, review or
reconsider his or its position and formulate plans or proposals with respect
thereto, but has no present intention of doing so.
CUSIP No. 422819102 13D Page 7 of 9 Pages
Item 5. Interest in Securities of the Issuer.
A. Eminence Capital, LLC
(a) Aggregate number of shares beneficially owned: 592,500
Percentage: 3.2% The percentages used herein and in the
rest of Item 5 are calculated based upon the 18,341,164 shares of Common Stock
issued and outstanding at May 1, 2006, as set forth in the Company's Form 10-Q
for the quarterly period ended March 31, 2006.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 592,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 592,500
(c) The trading dates, number of shares of Common Stock purchased or
sold and the price per share for all transactions in the Common
Stock within the last sixty days, which were all in the open
market, are set forth in Exhibit 1 and are incorporated by
reference.
(d) Each of the clients of the Investment Manager has the power to
direct the receipt of dividends from or the proceeds of the sale
of such shares.
(e) As of June 26, 2006, the Reporting Person ceased to be the
beneficial owner of greater than 5% of the Common Stock.
B. Eminence GP, LLC
(a) Aggregate number of shares beneficially owned: 374,605
Percentage: 2.0%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 374,605
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 374,605
(c) The trading dates, number of shares of Common Stock purchased or
sold and the price per share for all transactions in the Common
Stock within the last sixty days, which were all in the open
market, are set forth in Exhibit 1 and are incorporated by
reference.
(d) Not applicable.
(e) As of June 26, 2006, the Reporting Person ceased to be the
beneficial owner of greater than 5% of the Common Stock.
C. Ricky C. Sandler
(a) Aggregate number of shares beneficially owned: 592,500
Percentage: 3.2%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 592,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 592,500
(c) The trading dates, number of shares of Common Stock purchased or
sold and the price per share for all transactions in the Common Stock within the
last sixty days, which were all in the open market, are set forth in Exhibit 1
and are incorporated by reference.
(d) Not applicable.
(e) As of June 26, 2006, the Reporting Person ceased to be the
beneficial owner of greater than 5% of the Common Stock.
CUSIP No. 422819102 13D Page 8 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: June 28, 2006
/s/ Ricky C. Sandler
---------------------
Ricky C. Sandler, individually, and as
Managing Member of
Eminence Capital, LLC,
and as
Managing Member of
Eminence GP, LLC
CUSIP No. 422819102 13D Page 9 of 9 Pages
Exhibit 1
Eminence Capital, LLC
Eminence GP, LLC
Ricky C. Sandler
Price Per Share
Date of Number of Shares (including commissions,
Transaction Purchased/(Sold) if any)
06/02/06 (113,300) $35.03
06/05/06 (17,077) $34.37
06/06/06 (37,923) $34.06
06/07/06 (25,000) $34.30
06/15/06 (10,000) $33.96
06/23/06 (25,000) $33.49
06/26/06 (450,000) $33.98
06/28/06 (7,500) $33.96