UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hudson Highland Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
| 443792106 (CUSIP Number) |
December 31, 2004
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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. 443792106 | 13G | Page 2 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENECA CAPITAL, L.P. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
124,800 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
124,800 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,800 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% |
|||
| 12. | TYPE OF REPORTING PERSON*
PN |
| CUSIP No. 443792106 | 13G | Page 3 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENECA CAPITAL II, L.P. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
1,500 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
1,500 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|||
| 12. | TYPE OF REPORTING PERSON
PN |
| CUSIP No. 443792106 | 13G | Page 4 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENECA CAPITAL ADVISORS, LLC |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
126,300 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
126,300 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,300 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% |
|||
| 12. | TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY |
| CUSIP No. 443792106 | 13G | Page 5 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENECA CAPITAL INTERNATIONAL, LTD. |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
0 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|||
| 12. | TYPE OF REPORTING PERSON
CO |
| CUSIP No. 443792106 | 13G | Page 6 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SENECA CAPITAL INVESTMENTS, LLC |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
0 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% |
|||
| 12. | TYPE OF REPORTING PERSON
OO - LIMITED LIABILITY COMPANY |
| CUSIP No. 443792106 | 13G | Page 7 of 14 |
| 1. | NAME OF REPORTING PERSON/S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DOUGLAS A. HIRSCH |
|||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) ¨ (B) x |
|||
| 3. | SEC USE ONLY
|
|||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. SOLE VOTING POWER
0 6. SHARED VOTING POWER
126,300 7. SOLE DISPOSITIVE POWER
0 8. SHARED DISPOSITIVE POWER
126,300 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,300 |
|||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
¨
| ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2% |
|||
| 12. | TYPE OF REPORTING PERSON
IN |
| CUSIP No. 443792106 | 13G | Page 8 of 14 |
| ITEM 1. |
(a) |
Name of Issuer:
Hudson Highland Group, Inc. |
||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices:
622 Third Avenue, New York, NY 10017 |
|||||||||||
| ITEM 2. |
(a) |
Name of Persons Filing: | ||||||||||
| (b) |
Address or principal business office or, if none, residence: | |||||||||||
| (c) |
Citizenship:
Seneca Capital, L.P. 950 Third Avenue, 29th Floor New York, NY 10022 (Delaware limited partnership)
Seneca Capital II, L.P. 950 Third Avenue, 29th Floor New York, NY 10022 (Delaware limited partnership)
Seneca Capital Advisors, LLC 950 Third Avenue, 29th Floor New York, NY 10022 (Delaware limited liability company)
Seneca Capital International, Ltd. c/o Consolidated Fund Management (BVI) Limited PO Box HM 2257 Par La Ville Place 14 Par La Ville Road Hamilton HMJX, Bermuda (Cayman Islands (BWI) Company)
Seneca Capital Investments, LLC 950 Third Avenue, 29th Floor New York, NY 10022 (Delaware limited liability company)
Douglas A. Hirsch c/o Seneca Capital 950 Third Avenue, 29th Floor New York, NY 10022 (United States Citizen) |
|||||||||||
| CUSIP No. 443792106 | 13G | Page 9 of 14 |
| ITEM 2 |
(d). |
Title of Class of Securities:
Common Stock, par value $0.001 per share |
||||||||||
| ITEM 2 |
(e). |
CUSIP Number:
443792106 |
||||||||||
| ITEM 3. |
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: | |||||||||||
| (a) | ¨ | Broker or Dealer registered under Section 15 of the Act | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act | ||||||||||
| (c) | ¨ | Insurance Company as defined in section 3(a)(19) of the Act | ||||||||||
| (d) | ¨ | Investment Company registered under section 8 of the Investment Company Act of 1940 | ||||||||||
| (e) | ¨ | Investment Adviser registered under section 203 of the Investment Advisers Act or under the laws of any State | ||||||||||
| (f) | ¨ | Employee Benefit Plan, Pension fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) | ||||||||||
| (g) | ¨ | A Parent Holding Company or control person, in accordance with Section 240.13d-1(b)(ii)(G)(Note: See Item 7) | ||||||||||
| (h) | ¨ | A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act | ||||||||||
| (i) | ¨ | A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 | ||||||||||
| (j) | ¨ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) | ||||||||||
| ITEM 4. |
OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|||||||||
| SENECA CAPITAL, L.P. | ||||||||||
| (a) | Amount Beneficially Owned: 124,800 | |||||||||
| (b) | Percent of Class: 1.2% | |||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | sole power to vote or to direct the vote: 0 | |||||||||
| (ii) | shared power to vote or to direct the vote: 124,800 | |||||||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||||||
| (iv) | shared power to dispose or to direct the disposition of: 124,800 | |||||||||
| CUSIP No. 443792106 | 13G | Page 10 of 14 |
| SENECA CAPITAL II, L.P. | ||||||
| (a) | Amount Beneficially Owned: 1,500 | |||||
| (b) | Percent of Class: 0% | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 0 | |||||
| (ii) | shared power to vote or to direct the vote: 1,500 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 1,500 | |||||
| SENECA CAPITAL ADVISORS, LLC (1) | ||||||
| (a) | Amount Beneficially Owned: 126,300 | |||||
| (b) | Percent of Class: 1.2% | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 0 | |||||
| (ii) | shared power to vote or to direct the vote: 126,300 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 126,300 | |||||
| SENECA CAPITAL INTERNATIONAL, LTD. | ||||||
| (a) | Amount Beneficially Owned: 0 | |||||
| (b) | Percent of Class: 0% | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 0 | |||||
| (ii) | shared power to vote or to direct the vote: 0 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||||
| CUSIP No. 443792106 | 13G | Page 11 of 14 |
| SENECA CAPITAL INVESTMENTS, LLC | ||||||
| (a) | Amount Beneficially Owned: 0 | |||||
| (b) | Percent of Class: 0% | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 0 | |||||
| (ii) | shared power to vote or to direct the vote: 0 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||||
| DOUGLAS A. HIRSCH (1) | ||||||
| (a) | Amount Beneficially Owned: 126,300 | |||||
| (b) | Percent of Class: 1.2% | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 0 | |||||
| (ii) | shared power to vote or to direct the vote: 126,300 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 0 | |||||
| (iv) | shared power to dispose or to direct the disposition of: 126,300 | |||||
| (1) |
Shares reported for Seneca Capital Advisors, LLC and Douglas A. Hirsch represent shares beneficially owned by Seneca Capital, L.P. and Seneca Capital II, L.P. Seneca Capital Advisors, LLC is the sole general partner of Seneca Capital, L.P. and Seneca Capital II, L.P. Such entities may be deemed to be controlled by Mr. Hirsch because he is the Manager of Seneca Capital Advisors, LLC. | |||||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |||||
| CUSIP No. 443792106 | 13G | Page 12 of 14 |
| ITEM 6 |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employees benefit plan, pension fund or endowment fund is not required.
NOT APPLICABLE. |
|||||||||
| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
NOT APPLICABLE. | |||||||||
| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 240.13d-1(b)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 240.13d-1(d), attach an exhibit stating the identity of each member of the group.
NOT APPLICABLE. |
|||||||||
| CUSIP No. 443792106 | 13G | Page 13 of 14 |
| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security report on will be filed, if required, by members of the group, in their individual capacity.
NOT APPLICABLE. |
|||||||||
| ITEM 10. |
CERTIFICATION
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
|||||||||
| CUSIP No. 443792106 | 13G | Page 14 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2005
| SENECA CAPITAL, L.P. | ||
| By Seneca Capital Advisors, LLC, its General Partner | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Its Managing Member | ||
| SENECA CAPITAL II, L.P. | ||
| By Seneca Capital Advisors, LLC, its General Partner | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Its Managing Member | ||
| SENECA CAPITAL ADVISORS, LLC | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Its Managing Member | ||
| SENECA CAPITAL INTERNATIONAL, LTD. | ||
| By Seneca Capital Investments, LLC, its Investment Manager | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Its Managing Member | ||
| SENECA CAPITAL INVESTMENTS, LLC | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Its Managing Member | ||
| DOUGLAS A. HIRSCH | ||
| By: | /s/ Douglas A. Hirsch | |
| Douglas A. Hirsch, Individually | ||