-----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, KTHOBXs0bS8q9wr3BBpH5XIxTTMDYuRnKa8NXXgmcktx617acWRelCPnH4rZeFsH 6Zrv+39bbb3a8PzrBN4hFw== 0001144204-09-009114.txt : 20090217 0001144204-09-009114.hdr.sgml : 20090216 20090217163344 ACCESSION NUMBER: 0001144204-09-009114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Levy Edward CENTRAL INDEX KEY: 0001365219 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: RAND LOGISTICS, INC. STREET 2: 461 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Essex Rental Corp. CENTRAL INDEX KEY: 0001373988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 205415048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82673 FILM NUMBER: 09614449 BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-644-3450 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE, STREET 2: 25THFLOOR, CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Hyde Park Acquisition CORP DATE OF NAME CHANGE: 20070216 FORMER COMPANY: FORMER CONFORMED NAME: Rand Acquisition Corp. II DATE OF NAME CHANGE: 20060828 SC 13D 1 v140387_sc13d.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

Essex Rental Corp.
(Name of Issuer)
 
Common Stock, $.0001 par value
(Title of Class of Securities)
 
297187106
(CUSIP Number)
Todd Emmerman, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
(212) 940-8873
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 31, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
 
Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on following pages)
(Page 1 of  6 Pages)
 
* 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).

 
 
 

SCHEDULE 13D

 
CUSIP No. 297187106

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Edward Levy
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  
                                                                      
(a) o
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS  *
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e)     
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
7
SOLE VOTING POWER
SHARES
  
1,438,288 shares
BENEFICIALLY
8
SHARED VOTING POWER
OWNED BY
  
0 shares
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
  
1,438,288 shares
PERSON
10
SHARED DISPOSITIVE POWER
WITH
  
0 shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,438,288 shares
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.4%
14
TYPE OF REPORTING PERSON*
 
IN

 
Page 2 of 6
 
 
SCHEDULE 13D

Item 1.           Security and Issuer

This Statement on Schedule 13D relates to the Common Stock, par value $.0001 per share (the “Common Stock”) of Essex Rental Corp. (the “Company”), a company organized and existing under the laws of the State of Delaware. The address of the Company's principal executive offices is 1110 lake Cook Road, Suite 220, Buffalo Grove, Illinois 60089.

Item 2.           Identity and Background

(a)
This Statement is being filed by Edward Levy

(b)
 Mr. Levy’s principal business address is 461 Park Avenue, 25th Floor, New York, New York 10017.

(c)
Mr. Levy’s principal business is investing private capital.  Mr. Levy also serves as  a member of the Board of Directors of the Company, an as a Director and President of Rand Logistics, Inc.

(d)
Mr. Levy has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)
Mr. Levy has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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 thereto.

(f)
Mr. Levy is a citizen of the United States.

Item 3.           Source and Amount of Funds or Other Consideration.

(i)  The 949,621 shares of Common Stock beneficially owned by Mr. Levy were acquired for an aggregate purchase price of $394,090.30.  Such shares were purchased with Mr. Levy’s personal funds.

(ii) The 488,667 Warrants owned by Mr. Levy were acquired for an aggregate purchase price of $488,667.  Such shares were purchased with Mr. Levy’s personal funds.

Item 4.           Purpose of Transaction.

The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes.

 
Page 3 of 6
 

Mr. Levy is a member of the Board of Directors of the Company.  On October 31, 2008, the Company acquired Essex Crane Rental Corp. through the acquisition of all of the membership interests in Essex Holdings LLC, other than membership interests retained by members of Essex’s senior management, each of whom owned membership interests of Holdings prior to completion of such acquisition, and thereby became an operating business.  Please refer to the description of the foregoing transaction in the Form 8-K filed by the Company on November 6, 2008 for more information on this transaction.  In his capacity as a Director of the Company, Mr. Levy is, and will be, significantly involved in the affairs of the Company and could take actions that relate to or would result in the matters set forth in subparagraphs (b) through (j) of Item 4 to Schedule 13D.

Other than as set forth above, Mr. Levy, in his capacity as a holder of a security of the issuer, does not currently have any plan or proposal that relates to any of the matters described in subparagraphs (a) through (j) of Item 4 to Schedule 13D.

Item 5. 
Interest in Securities of the Issuer.

(a)           Mr. Levy beneficially owns 1,438,288 shares of Common Stock, including 488,667 shares of Common Stock issuable upon exercise of warrants held by Mr. Levy that are presently exercisable.  Such shares constitute approximately 10.4% of the shares of Common Stock outstanding.

(b)           Mr. Levy has sole power to vote, or direct the vote, and dispose, or  direct the disposition, of the 949,621 shares owned by him, and the shares underlying the 488,667 presently exercisable warrants owned directly by Mr. Levy.

(c)           Not applicable.

(d)           Not applicable.

(e)           Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

The Warrants discussed herein are governed by the terms of a Warrant Agreement, dated March 13, 2007, between the Company and Edward Levy and became exercisable on October 31, 2008.  A copy of the Warrant Agreement is attached hereto as Exhibit 1 and is hereby incorporated by reference.

The Company, Mr. Levy and the Company’s other initial stockholders and Continental Stock Transfer and Trust Company are parties to a Stock Escrow Agreement, dated March 13, 2007, pursuant to which all of the shares owned by the Company’s initial stockholders are held in escrow until the earliest of:  October 31, 2009; or the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.  A copy of the Stock Escrow Agreement is attached hereto as Exhibit 2 and is hereby incorporated by reference.
 
Page 4 of 6

 
 

The Company, Mr. Levy and the Company’s other initial stockholders are party to a Registration Rights Agreement, dated March 13, 2007,  pursuant to which the holders of the majority of the warrants held by such initial stockholders will be entitled to make up to two demands that the Company register such warrants (or the underlying shares of Common Stock) or the Common Stock held by such initial stockholders.  A copy of the Registration Rights Agreement is attached hereto as Exhibit 3 and is hereby incorporated by reference.

Item 7.
Material to be Filed as Exhibits.

Exhibit 1.  Warrant Agreement, filed as Exhibit 4.5 to the Form S-1/A of the Company on February 9, 2007, is hereby incorporated herein by reference.

Exhibit 2.  Escrow Agreement, filed as Exhibit 10.5 to the Form S-1/A of the Company on February 9, 2007, is hereby incorporated herein by reference.

Exhibit 3.  Registration Rights Agreement, filed as Exhibit 10.8 to the Form S-1 of the Company on November 6, 2006, is hereby incorporated herein by reference.
 
Page 5 of 6
 
 
 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:   February 17, 2009

 
Page 6 of 6
 
 
 
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