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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
*
HILL INTERNATIONAL, INC.
(formerly “Arpeggio Acquisition
Corporation”)
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(Name
of Issuer)
Common Stock, par value $0.0001 per
share
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(Title of Class of Securities)
(CUSIP Number)
December 31, 2007
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(Date of Event which Requires Filing of this
Statement)
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
_____________________________
* 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 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).
1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only)
P&S Capital Partners, LLC
P&S Capital Management, LLC
Daniel L. Nir
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2
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
P&S Capital Partners, LLC - Delaware
P&S Capital Management, LLC - Delaware
Daniel L. Nir - United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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6 Shared Voting Power
P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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8 Shared Dispositive Power
P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting
Person
P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
o
Not applicable.
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11
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Percent of Class Represented by Amount in Row
(9)
P&S Capital Partners, LLC – 0.0%
P&S Capital Management, LLC – 0.0%
Daniel L. Nir – 0.0%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
P&S Capital Partners, LLC - OO (Limited Liability
Company)
P&S Capital Management, LLC - OO (Limited Liability
Company)
Daniel L. Nir - IN
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Item
1.
(a)
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Name of Issuer
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Hill International, Inc. (formerly “Arpeggio
Acquisition Corporation”)
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(b)
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Address of Issuer’s Principal Executive
Offices
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303 Lippincott Centre, Marlton, NJ 08053
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Item
2.
(a)
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Name of Person Filing
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P&S Capital Partners, LLC
P&S Capital Management, LLC
Daniel L. Nir
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(b)
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Address of Principal Business Office or, if none,
Residence
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P&S Capital Partners, LLC
P&S Capital Management, LLC
Daniel L. Nir
c/o Gracie Capital
590 Madison Avenue
28th Floor
New York, NY 10022
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(c)
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Citizenship
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P&S Capital Partners, LLC - Delaware
P&S Capital Management, LLC - Delaware
Daniel L. Nir - United States
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number
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431466101
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Item
3.
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If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o
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Insurance Company as defined in Section 3(a)(19) of the
Act
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(d)
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o
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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o
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance
with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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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 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)
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Amount Beneficially Owned
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P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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(b)
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Percent of Class
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P&S Capital Partners, LLC – 0.0%
P&S Capital Management, LLC – 0.0%
Daniel L. Nir – 0.0%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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(ii)
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shared power to vote or to direct the vote
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P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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(iii)
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sole power to dispose or to direct the disposition
of
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P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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(iv)
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shared power to dispose or to direct the disposition
of
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P&S Capital Partners, LLC - 0 shares
P&S Capital Management, LLC - 0 shares
Daniel L. Nir - 0 shares
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Item
5.
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Ownership of Five Percent or Less of a
Class
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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
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Item
6.
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Ownership of More than Five Percent on Behalf of
Another Person
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Not applicable.
Item
7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company
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Not applicable.
Item
8.
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Identification and Classification of Members of the
Group
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Not applicable.
Item
9.
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Notice of Dissolution of Group
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Not applicable.
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 the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
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.
P&S CAPITAL PARTNERS, LLC
By:
/s/ Greg Pearson
Greg Pearson
Chief Financial Officer
P&S CAPITAL MANAGEMENT, LLC
By:
/s/ Greg Pearson
Greg Pearson
Chief Financial Officer
DANIEL L. NIR
/s/ Daniel L. Nir
Daniel L. Nir, individually
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of January 30, 2007, is by and
among P&S Capital Partners, LLC, P&S Capital Management, LLC and Daniel L. Nir,
an individual (the foregoing are collectively referred to herein as the
“Filers”).
Each of the Filers may be required to file with the United States
Securities and Exchange Commission a statement on Schedule 13G with respect to shares
of Common Stock, par value $0.01 per share, of Hill International, Inc. (formerly
“Arpeggio Acquisition Corporation”) beneficially owned by them from time to
time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under
the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a
single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of
each of such parties, and hereby further agree to file this Joint Filing Agreement as
an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon
one week’s prior written notice or such lesser period of notice as the Filers may
mutually agree.
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Executed and delivered as of the date first above
written.
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P&S CAPITAL PARTNERS, LLC
By:
/s/ Greg Pearson
Greg Pearson
Chief Financial Officer
P&S CAPITAL MANAGEMENT, LLC
By:
/s/ Greg Pearson
Greg Pearson
Chief Financial Officer
DANIEL L. NIR
/s/ Daniel L. Nir
Daniel L. Nir, individually