UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Hill-Rom Holdings, Inc.

(Name of Issuer)

 

 

Common Stock, without par value

(Title of Class of Securities)

 

 

431475102

(CUSIP Number)

 

 

Nandita Hogan

Breeden Capital Management LLC

100 Northfield Street

Greenwich, Connecticut 06830

(203) 618-0065

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

August 26, 2009

(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 §§240.13d-l(e), 240.13d-l(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 §240.13d-7 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)

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Capital Management LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   2,595,580
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   2,595,580

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,595,580
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               4.14%
14.		Type of Reporting Person (See Instructions)               OO

 

Page 2 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Partners (California) L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   1,547,169
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                    1,547,169

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               1,547,169
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               2.47%
14.		Type of Reporting Person (See Instructions)               PN

 

Page 3 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Partners (California) II L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   216,640
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   216,640

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               216,640
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               .35%
14.		Type of Reporting Person (See Instructions)               PN

 

Page 4 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Partners L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   277,580
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   277,580

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               277,580
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               .44%
14.		Type of Reporting Person (See Instructions)               PN

 

Page 5 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Partners Holdco Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   554,191
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   554,191

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               554,191
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               .88%
14.		Type of Reporting Person (See Instructions)               OO

 

Page 6 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Partners (Cayman) Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Cayman Islands

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   554,191
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   554,191

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               554,191
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               .88%
14.		Type of Reporting Person (See Instructions)               OO

 

Page 7 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Breeden Capital Partners LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization               Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With		7.    Sole Voting Power                   0
		8.    Shared Voting Power                   2,041,389
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   2,041,389

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,041,389
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               3.26%
14.		Type of Reporting Person (See Instructions)               OO

 

Page 8 of 16

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CUSIP No. 431475102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).               Richard C. Breeden
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  x
3.		SEC Use Only
4.		Source of Funds (See Instructions)               AF
5.		Check 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                   0
		8.    Shared Voting Power                   2,595,580
		9.    Sole Dispositive Power                   0
		10.    Shared Dispositive Power                   2,595,580

11.		Aggregate Amount Beneficially Owned by Each Reporting Person               2,595,580
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.		Percent of Class Represented by Amount in Row (11)               4.14%
14.		Type of Reporting Person (See Instructions)               IN

 

Page 9 of 16

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This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on August 18, 2008 (the “Schedule 13D”), relating to the common stock, without par value (“Common Stock”) of Hill-Rom Holdings, Inc., an Indiana corporation (the “Company”). The mailing address of the Company’s principal executive offices is 1069 State Route 46 East, Batesville, Indiana 47006. Items 2 and 5 are hereby amended and/or restated.

 

ITEM 2.

IDENTITY AND BACKGROUND.

This Statement is being filed by and on behalf of Breeden Partners L.P., a Delaware limited partnership (the “Delaware Fund”); Breeden Partners (California) L.P., a Delaware limited partnership (the “California Fund”); Breeden Partners (California) II L.P., a Delaware limited partnership (the “California II Fund”); Breeden Partners Holdco Ltd., a Cayman Islands exempt limited company (“Holdco”), Breeden Partners (Cayman) Ltd., a Cayman Islands exempt limited company (“BPC”) (together with Holdco, the “Offshore Investors Fund”); Breeden Capital Partners LLC, a Delaware limited liability company (the “General Partner”); Breeden Capital Management LLC, a Delaware limited liability company (the “Advisor”); and Richard C. Breeden, a citizen of the United States of America (“Mr. Breeden”). The Delaware Fund, the California Fund, the California II Fund and the Offshore Investors Fund are herein sometimes referred to collectively as the “Fund.” The Fund, the General Partner, the Advisor and Mr. Breeden are herein sometimes referred to collectively as the “Reporting Persons.”

The address of the principal office of each of the Delaware Fund, the California Fund, the California II Fund, the General Partner, the Advisor and Mr. Breeden is 100 Northfield Street, Greenwich, CT 06830. The address of the registered office of Holdco and of BPC is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands KY1-9002. Mr. Breeden is the Managing Member of the General Partner and the Advisor.

The Fund is principally involved in the business of investing in securities. The General Partner is principally involved in the business of serving as the general partner of the Delaware Fund, the California Fund and the California II Fund. The Advisor is principally involved in the business of providing investment advisory and investment management services to the Fund and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of the Fund.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

 

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a)-(b) The responses of the Reporting Persons to Rows (7) through (13) on the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on the date hereof, the Delaware Fund owned 277,580 shares of Common Stock both beneficially and as direct owner, representing approximately .44% of the outstanding shares of Common Stock; the California Fund owned 1,547,169 shares of Common Stock both beneficially and as direct owner, representing approximately 2.47% of the outstanding shares of Common Stock; the California II Fund owned 216,640 shares of Common Stock both beneficially and as direct owner, representing approximately 0.35% of the outstanding shares of Common Stock and Holdco owned 554,191shares of Common Stock both beneficially and as direct owner, representing approximately .88% of the outstanding shares of Common Stock. As of the date hereof, the 2,595,580 shares of Common Stock beneficially owned in the aggregate by the Fund, which shares of Common Stock may be deemed to be beneficially owned by the Advisor and Mr. Breeden, represent approximately 4.14% of the Company’s outstanding shares of Common Stock. All percentages set forth in this paragraph relating to beneficial ownership of Common Stock are based upon 62,627,288 shares outstanding, which is the total number of shares outstanding as of August 3, 2009 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.

For purposes of disclosing the number of shares of Common Stock beneficially owned by each of the Reporting Persons, the General Partner, as general partner of the Delaware Fund, the California Fund and the California II Fund, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of the Common Stock that are owned beneficially and directly by the Delaware Fund, the California Fund and the California II Fund. The Advisor, as the investment manager for the Fund, and Mr. Breeden, as Managing Member of the Advisor and the General Partner, and as the Key Principal of the Offshore Investors Fund, may be deemed to own beneficially all shares of the Common Stock that are owned beneficially and directly by the Fund. Each of the General Partner, the Advisor and Mr. Breeden disclaims beneficial ownership of such shares for all other purposes. BPC may be deemed to own beneficially all shares of the Common Stock that are owned beneficially and directly by Holdco. The Delaware Fund, the California Fund, the California II Fund and Holdco and BPC each disclaims beneficial ownership of the shares of Common Stock held directly by the others.

 

Page 10 of 16

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(c) Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in shares of Common Stock during the 60 days preceding the date hereof.

(d) Not applicable.

(e) As of August 26, 2009, none of the Reporting Persons beneficially owns more than five percent of Common Stock.

 

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as set forth herein, there are no contracts, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Common Stock.

 

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.

 

EXHIBIT 1.		Agreement as to Joint Filing of Schedule 13D, dated August 28, 2009 by and among the Delaware Fund, the California Fund, the California II Fund, Holdco, BPC, the General Partner, the Advisor and Mr. Breeden.

 

Page 11 of 16

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 28, 2009

 

 

Page 12 of 16

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Page 13 of 16

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Schedule I

TRANSACTIONS DURING THE PAST 60 DAYS BY THE REPORTING PERSONS

The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. All such transactions were effected in the open market.

 

Transaction Date		Shares Sold for the Account of the Delaware Fund		Shares Sold for the Account of the California Fund		Shares Sold for the Account of the California II Fund		Shares Sold for the Account of Holdco		Price per Share
8/19/2009		8,888		49,534		6,935		17,743		19.56
8/20/2009		29,582		164,876		23,085		59,057		19.50
8/21/2009		20,351		113,434		15,882		40,633		19.53
8/26/2009		14,205		79,177		11,086		28,361		20.17
8/27/2009		40,789		227,335		31,831		81,430		20.21

 

Page 14 of 16

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Exhibit 1

Agreement of Joint Filing

Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Dated: August 28, 2009

 

 

Page 15 of 16

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Page 16 of 16