-----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, Jgvc5Sp11l/5B6gGm327lwf+IRCDKQ0MGYF8zJ1XCNOnZnmjSkE6656ilLTyVC36 PNSSGhNRnP/k//p6pXFhUQ== 0001104659-11-007627.txt : 20110215 0001104659-11-007627.hdr.sgml : 20110215 20110215172557 ACCESSION NUMBER: 0001104659-11-007627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110215 DATE AS OF CHANGE: 20110215 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82673 FILM NUMBER: 11615248 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/A 1 a11-6127_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Essex Rental Corp.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

297187106

(CUSIP Number)

 

David M. Knott

Chief Executive Officer

Dorsett Management Corporation

485 Underhill Boulevard, Suite 205

Syosset, New York 11791

(516) 364-0303

 

With a copy to:

 

Howard A. Neuman, Esq.

Satterlee Stephens Burke & Burke LLP

230 Park Avenue

New York, NY 10169

(212) 818-9200

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 11, 2011

(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 x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 13d-7 (b) for other parties to whom copies are to be sent.

* 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).

 


 

CUSIP No.   297187106

13D

 

 

1

Name 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

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,247,868 shares of Common Stock

 

8

Shared Voting Power
81,800 shares of Common Stock

 

9

Sole Dispositive Power
3,329,668 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,329,668 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
15.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No.   297187106

13D

 

 

1

Name 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

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
3,247,868 shares of Common Stock

 

8

Shared Voting Power
81,800 shares of Common Stock

 

9

Sole Dispositive Power
3,329,668 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
3,329,668 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
15.0%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No.   297187106

13D

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Knott Partners, L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
New Jersey

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,406,021 shares of Common Stock

 

8

Shared Voting Power
0 shares of Common Stock

 

9

Sole Dispositive Power
1,406,021 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,021 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.4%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No.   297187106

13D

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Knott Partners Offshore Master Fund, L.P.

 

 

2

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

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
972,822 shares of Common Stock

 

8

Shared Voting Power
0 shares of Common Stock

 

9

Sole Dispositive Power
972,822 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
972,822 shares of Common Stock

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.5%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

5


 

SCHEDULE 13D

 

Item 1.                    Security and Issuer.

 

This Item is being amended solely to add the following paragraphs at the end of this Item:

 

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended, to confirm that, as of the most recent Schedule 13D filed by the Reporting Parties for Common Stock of the Company, all Reporting Parties have ceased to be the beneficial owners of more than twenty percent (20%) of any equity security of the Company.  So long as any such Reporting Party continues beneficially to own more than five percent (5%) of any such equity securities, and is not otherwise required to file a Schedule 13D, such Reporting Party shall file a statement containing the information required by Schedule 13G.

 

Item 2.                    Identity and Background.

 

 

 

6


 

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

 

Item 4.                    Purpose of Transaction.

 

Item 5.                    Interest in Securities of the Issuer.

 

(a)-(b)     David M. Knott and Dorset Management Corporation: See Rows 5 through 9 and 11 on pages 2-3.

Knott Partners, L.P.: See Rows 5 through 9 and 11 on page 4.

Knott Partners Offshore Master Fund, L.P.: See Rows 5 through 9 and 11 on page 5.

 

(c)           During the past 60 days, the Reporting Parties have had no transactions in the Common Stock, except for (a) the transaction previously referenced Item 1 of the Schedule 13D filed by the Reporting Parties on February 10, 2011; and (b) the sale of 500,000 of the Warrants in a private transaction on February 11, 2011.

 

(e)           As of February 11, 2011, Knott Partners Offshore Master Fund, L.P., ceased beneficially to own 5% of the Common Stock of the Company.

 

Item 6.                    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 7.                    Material to be Filed as Exhibits.

 

7


 

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.

 

 

February 15, 2011

 

Date

 

 

 

 

 

/s/David M. Knott

 

David M. Knott

 

 

 

 

 

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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