Round Two for Hill International, activist hedge fund

Shareholder activists are again circling Hill International Inc., the Philadelphia-based construction-management company that built the Comcast Center.

On Thursday, Hill International will hold its annual meeting to address, among other things, a vote on whether the publicly held company (symbol: HIL) should nominate three new outside directors.

For the second year in a row, Bulldog Investors, an activist hedge fund based in Saddle Brook, N.J., has nominated outsiders for posts on the Hill board.

A spokesman for the company, founded by Irvin Richter and run by his son David Richter, confirmed that the stockholders' final vote on whether to keep the current board or vote in new directors will be tallied at Thursday's meeting, set for 11 a.m. at Two Commerce Square.

Bulldog is run by a longtime shareholder activist, Phil Goldstein, who invests in public companies he views as undervalued.

In an interview, Goldstein said he supports new blood on the Hill board, noting that "the turnaround has taken too long and is not yet sufficiently robust to give shareholders enough confidence in the board's sense of urgency about the company's situation."

"Shareholders would benefit from greater transparency at the board level," he said. "The dissident nominees, as a group . . . would likely bring new viewpoints that could help formulate more effective approaches to some of the company's longstanding difficulties."

Hill International stock has hovered recently around $4 a share. The company turned down an offer to sell for $4.75 a share.

"We own a little over 7.5 percent of the stock, and we're in a group with Crescendo Advisors," said Goldstein, the founder of Bulldog.

Together, the two funds own 13 percent of Hill International. Another institutional investor, Perot Investments, which manages Ross Perot's family fortune, owns 5 percent.

The Richter family says it owns 22 percent of Hill's shares.

Of Bulldog, David Richter said, "They're professional activists going from company to company hoping to find discontented shareholders. Activism is popular because some companies need shaking up. We're not one of those companies."

Asked whether management was overpaid, as Bulldog has alleged, Richter replied, "We've already cut $21 million of overhead in 2015. They're misrepresenting our track record."

Last year, Bulldog mounted a similar battle, and was voted down. This year, Bulldog has company in the form of the two other funds.

Last week, the Internal Revenue Service warned taxpayers against another summer rash of IRS impersonators demanding tax payments, this time asking for money on iTunes and other gift cards.

The "robo-call" scammers call or leave urgent messages demanding that taxpayers settle phony tax bills. They claim to be the last warning before legal action. Once you call back, they will threaten arrest, deportation, or revocation of your driver's license if you don't pay.

"It used to be that most of these bogus calls would come from a live person. Scammers are evolving and using more and more automated calls in an effort to reach the largest number of victims possible," IRS Commissioner John Koskinen said in a statement. "Taxpayers should remain alert for this summer surge of phone scams, and watch for clear warning signs as these scammers change tactics."

In a press release, the agency said, "The IRS reminds taxpayers that any request to settle a tax bill by putting money on any form of gift card is a clear indication of a scam."

Other calls circulating this year include:

Demands for payment of a "federal student tax" - such a tax doesn't exist.

Solicitations of W-2 information from payroll and human resources offices.

Pretenses to represent the tax-preparation industry.

The IRS will never do the following, the agency says:

Call to demand immediate payment over the phone, or call about taxes owed without first having mailed a bill.

Threaten to bring in local police or other law enforcement to have you arrested for not paying.

Demand you pay without an opportunity to question or appeal the amount.

Require a specific payment method, such as a prepaid debit card, gift card, or wire transfer, or ask for credit-or debit-card numbers over the phone.

If you get a phone call from someone claiming to be from the IRS asking for money, don't give out any information. Hang up immediately, then contact the IRS to report the call. Use its IRS Impersonation Scam Reporting webpage (www.treasury.gov/tigta/contact_report_scam.shtml) or call 1-800-366-4484.

Call the IRS directly at 1-800-829-1040.

To report a scam call to the Federal Trade Commission, go to www.ftccomplaintassistant.gov/.

earvedlund@phillynews.com

215-854-2808@erinarvedlund