SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) ---------------------------------------- HEIDRICK & STRUGGLES INTERNATIONAL, INC. ---------------------------------------- (Name of Issuer) Common Stock -------------------------------- (Title of Class of Securities) 422819102 -------------------------------- (CUSIP NUMBER) Eminence Capital, LLC 200 Park Avenue Suite 3300 New York, New York 10166 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -with copies to- Michael G. Tannenbaum, Esq. Tannenbaum Helpern Syracuse & Hirschtritt LLP 900 Third Avenue - 13th Floor New York, New York 10022 (212) 508-6700 June 13, 2002 ----------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ] (Page 1 of 5 Pages)
CUSIP NO. 422819102 Page 2 of 5 --------------------- 13D ---------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eminence Capital, LLC ---------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ---------------------------------------------------------------------------- 3. SEC USE ONLY ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC ---------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ---------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York ----------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 1,686,600 shares SHARES -------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 shares EACH -------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON WITH 1,686,600 shares -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 shares ----------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,600 ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.32% of Common Stock ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO ----------------------------------------------------------------------------- (Page 2 of 5 Pages)
CUSIP No. 422819102 SCHEDULE 13D ------------ ITEM 1. SECURITY AND ISSUER. - ------- Security: Common Stock Issuer: Heidrick & Struggles International, Inc. 233 South Wacker Drive - Suite 4200 Chicago, IL 60606-6303 ITEM 2. IDENTITY AND BACKGROUND. - ------- (a) Eminence Capital, LLC ("Eminence") (b) 200 Park Avenue, Suite 3300, New York, New York 10166 (c) Eminence serves as an investment manager to domestic and off-shore investment vehicles. (d) - (e) During the last five years, neither Eminence nor any of its principals, to the best of their knowledge, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the foregoing 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. (f) New York ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. - ------- All of the shares of the Issuer were acquired through working capital of the investment vehicles managed by Eminence. ITEM 4 PURPOSE OF TRANSACTION - ------ Eminence intends to evaluate the business and business prospects of the Issuer and its present and future interest in, and intentions with respect to, the Issuer, and in connection therewith may from time to time consult with management and other shareholders of the Issuer. Other than as described above, Eminence does not have any plans or proposals which would result in any of the following: a. the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (Page 3 of 5 Pages)
b. an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; c. a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; d. any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; e. any material change in the present capitalization or dividend policy of the Issuer; f. any other material change in the Issuer's business or corporate structure; g. changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; h. causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; i. causing a class of securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or j. any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- (a) - (b) As the holder of sole voting and investment authority over the shares owned by its advisory clients, Eminence may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, to be the beneficial owner of the aggregate amount of 1,686,600 shares representing approximately 9.32% of the outstanding shares of the Issuer (based upon 18,091,403 shares outstanding as of May 10, 2002, as reported on the latest 10-Q of the Issuer). Eminence disclaims any economic interest or beneficial ownership of the shares covered by this Statement. (Page 4 of 5 Pages)
(c) DATE AMOUNT OF SECURITIES PRICE/SHARE TYPE 5/10/02 33,000 $19.1061 Open-market purchase 5/13/02 7,000 $19.5000 Open-market purchase 5/20/02 45,000 $21.6000 Open-market purchase 5/21/02 2,800 $21.6500 Open-market purchase 5/22/02 12,200 $21.7082 Open-market purchase 5/28/02 5,200 $20.8565 Open-market purchase 6/3/02 75,300 $20.3917 Open-market purchase 6/4/02 19,500 $19.8487 Open-market purchase 6/5/02 25,000 $19.3000 Open-market purchase 6/5/02 15,000 $19.2500 Open-market purchase 6/6/02 35,000 $19.1441 Open-market purchase 6/7/02 7,000 $18.8906 Open-market purchase 6/10/02 28,000 $18.9771 Open-market purchase 6/11/02 7,800 $18.7488 Open-market purchase 6/12/02 5,600 $18.6684 Open-market purchase 6/13/02 13,200 $18.7355 Open-market purchase (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER - --------------------------- Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- Not applicable. 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: June 17, 2002 EMINENCE CAPITAL, LLC By: /s/Ricky C. Sandler --------------------- Name: Ricky C. Sandler Title: Managing Member (Page 5 of 5 Pages)