-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXQ1BP0rrJCjK1XETibhQtzCNNtQsEO3Ohja+2ajdNeoMuFXJsuGy9PrOb8GKjdt m2TGFZ+oRSgNPsFZFsfv8A== 0001104659-08-001109.txt : 20080108 0001104659-08-001109.hdr.sgml : 20080108 20080108060053 ACCESSION NUMBER: 0001104659-08-001109 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080108 DATE AS OF CHANGE: 20080108 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pet DRx CORP CENTRAL INDEX KEY: 0001331931 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 562517815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81685 FILM NUMBER: 08516544 BUSINESS ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE, SUITE 1300 CITY: VIENNA STATE: VA ZIP: 22182 BUSINESS PHONE: 703-448-7688 MAIL ADDRESS: STREET 1: 8000 TOWERS CRESCENT DRIVE, SUITE 1300 CITY: VIENNA STATE: VA ZIP: 22182 FORMER COMPANY: FORMER CONFORMED NAME: Echo Healthcare Acquisition Corp. DATE OF NAME CHANGE: 20050630 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 SC 13G/A 1 a08-1438_1sc13ga.htm SC 13G/A

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)(1)

 

Echo Healthcare Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

27876C206

(CUSIP Number)

January 3, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 


(1) 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).

 

 

 

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 



 

CUSIP No. 27876C206

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David M. Knott

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,518,100

 

6.

Shared Voting Power
92,100

 

7.

Sole Dispositive Power
1,629,800

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,629,800

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
18.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

CUSIP No. 27876C206

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorset Management Corporation

11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,518,100

 

6.

Shared Voting Power
92,100

 

7.

Sole Dispositive Power
1,629,800

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,629,800

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
18.6%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

3



 

CUSIP No. 27876C206

13G

 

 

 

1.

NAME OF REPORTING PERSONS            Knott Partners, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

11-2835793

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

SOLE VOTING POWER:

 

484,600

6.

SHARED VOTING POWER:

 

0

7.

SOLE DISPOSITIVE POWER:

 

484,600

8.

SHARED DISPOSITIVE POWER:

 

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

484,600

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.5%

 

12.

TYPE OF REPORTING PERSON*

 

CO

 

4



 

CUSIP No. 27876C206

13G

 

 

 

1.

NAME OF REPORTING PERSONS            Knott Partners Offshore Master Fund, L.P.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

41-2221142

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a) o

(b) x

 

3.

SEC Use Only

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

SOLE VOTING POWER:

 

699,000

6.

SHARED VOTING POWER:

 

0

7.

SOLE DISPOSITIVE POWER:

 

699,000

8.

SHARED DISPOSITIVE POWER:

 

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

699,000

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.0%

 

12.

TYPE OF REPORTING PERSON*

 

CO

 

5



 

Item 1(a)                                Name of Issuer:

 

Item 1(b)                                Address of Issuer’s Principal Executive offices:

 

Item 2(a)                                Name of Person(s) Filing:

 

David M. Knott; Dorset Management Corporation; Knott Partners, L.P.; and Knott Partners Offshore Master Fund, L.P

 

Item 2(b)                                Address of Principal Business Office or, if none, residence:

 

For David M. Knott, Dorset Management Corporation, Knott Partners, L.P.

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

 

For Knott Partners Offshore Master Fund, L.P.

c/o Walkers SPV Limited, Walker House

87 Mary Street, Georgetown, Cayman  KY1-9002

Cayman Islands

 

Item 2(c)                                Citizenship or Place of Organization

 

David M. Knott — United States of America;

Dorset Management Corporation — New York;

Knott Partners, L.P. — New Jersey; and

Knott Partners Offshore Master Fund, L.P. — Cayman Islands

 

Item 2(d)                                Title of Class of Securities:

 

Item 2(e)                                CUSIP Number:

 

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:

 

(a)                                  o    Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)                                 o    Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)                                  o    Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)                                 o    Investment company registered under Section 8 of the Investment Company Act;

 

(e)                                  o    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)                                    o    An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);

 

(g)                                 o    A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)                                 o    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)                                     o    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)                                     o    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

6



 

Item 4                     Ownership:

 

David M. Knott; Dorset Management Corporation; Knott Partners, L.P.;

and Knott Partners Offshore Master Fund, L.P.

See Rows 5 through 9 and 11 on  pages 2-5.

 

 

As of the date of this filing, each Reporting Person may be deemed to be the beneficial owner of the number of shares of Common Stock of Echo Healthcare Acquisition Corp. (the “Company”) set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person, which shares are a constituent part of the Company’s Units (“Units”) of which each Reporting Person may be deemed to hold the number set forth on Row 9 of the corresponding Cover Page of this Schedule 13G for such Reporting Person.  Each Unit consists of (i) one share of Common Stock and (ii) one Warrant (“Warrant”).  Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $6.00.  Each Warrant will become exercisable on the later of the Company’s completion of a business combination with a target business or March 17, 2007, and will expire on March 17, 2010, or earlier upon redemption.  The company has identified a target business to acquire and has scheduled a special meeting of its shareholders for 1/4/08, to vote on the proposed combination.  The company and the proposed target have previously entered into a Second Amended and Restated Agreement and Plan of Merger, dated as of October 23, 2007.  The company has proposed completion of the combination as soon as practicable following shareholders approval.

 

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

 

Item 8                     Identification and Classification of Members of the Group

 

Item 9                     Notice of Dissolution of Group

 

Item 10                  Certification

 

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.

 

7



 

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.

 

 

 

January 7, 2008

 

 

Date

 

 

 

 

 

/s/ David M. Knott

 

 

Signature

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

By:

/s/ David M. Knott

 

 

David M. Knott, President

 

 

 

 

 

Knott Partners, L.P.

 

 

Knott Partners Offshore Master Fund, L.P.

 

 

 

 

By:

Knott Partners Management, LLC, as General Partner

 

 

 

 

By:

/s/ David M. Knott

 

David M. Knott, as managing member

 

8


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