UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Hill-Rom Holdings, Inc.
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| (Name of Issuer) |
Common Stock
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| (Title of Class of Securities) |
431475102
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| (CUSIP Number) |
December 31, 2009
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| (Date of Event Which Requires Filing of this Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[X] |
Rule 13d-1(b) |
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[ ] |
Rule 13d-1(c) |
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[ ] |
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 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).
(Continued on following page(s))
Page 1 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keeley Asset Management Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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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
Illinois |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
3,458,380
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
3,546,160
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,546,160(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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(1) |
The percent ownership calculated is based upon an aggregate of 62,672,447 shares outstanding as of November 16, 2009. |
Page 2 of 4 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John L. Keeley, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
Not Applicable
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(a) [ ]
(b) [ ]
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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
United States |
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NUMBER OF
SHARES |
5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED |
6
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SHARED VOTING POWER
0
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BY EACH
REPORTING |
7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH:
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8
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SHARED DISPOSITIVE POWER
0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.001%(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) |
The percent ownership calculated is based upon an aggregate of 62,672,447 shares outstanding as of November 16, 2009. |
Page 3 of 7 Pages
| Item 1(a). |
Name of Issuer: |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
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1069 State Route 46 East
Batesville, IN 47006-8835 |
| Item 2(a). |
Name of Person Filing: |
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The persons filing this Schedule 13G are: |
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(i) |
Keeley Asset Management Corp. |
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: |
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(i)-(ii) |
401 South LaSalle Street
Chicago, Illinois 60605 |
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(i) |
Keeley Asset Management Corp. is an Illinois corporation. |
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(ii) |
John L. Keeley, Jr. is a citizen of the United States. |
| Item 2(d). |
Title of Class of Securities: |
| Item 3. |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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|X| |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
Page 4 of 7 Pages
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Keeley Asset Management Corp. |
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(a) |
Amount Beneficially Owned: 3,546,160 |
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(b) |
Percent of Class: 5.7% |
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: 3,458,380 |
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(ii) |
shared power to vote or to direct the vote: 0 |
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(iii) |
sole power to dispose or to direct the disposition of: 3,546,160 |
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(iv) |
shared power to dispose or to direct the disposition of: 0 |
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(a) |
Amount Beneficially Owned: 600 |
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(b) |
Percent of Class: 0.001% |
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(c) |
Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: 0 |
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(ii) |
shared power to vote or to direct the vote: 0 |
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(iii) |
sole power to dispose or to direct the disposition of: 0 |
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(iv) |
shared power to dispose or to direct the disposition of: 0 |
| Item 5. |
Ownership of Five Percent or Less of a Class. |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Page 5 of 7 Pages
| Item 8. |
Identification and Classification of Members of the Group. |
| Item 9. |
Notice of Dissolution of Group. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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1. Agreement to file Schedule 13G jointly. |
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.
Date: February 5, 2010
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KEELEY ASSET MANAGEMENT CORP. |
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By: /s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
Page 6 of 7 Pages
EXHIBIT 1
AGREEMENT dated as of February 5, 2010 by and among Keeley Asset Management Corp., an Illinois corporation, and John L. Keeley, Jr., a citizen of the United States.
WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
Keeley Asset Management Corp., Keeley Funds, Inc. and John L. Keeley, Jr., hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of Hill-Rom Holdings, Inc., and hereby further agree that said Statement shall be filed on behalf of Keeley Asset Management Corp. and John L. Keeley, Jr. Nothing
herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Hill-Rom Holdings, Inc.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.
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KEELEY ASSET MANAGEMENT CORP. |
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By: /s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
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/s/ John L. Keeley, Jr. |
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John L. Keeley, Jr., President |
Page 7 of 7 Pages