-----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, TuiJFnWu/WtYcv/8EXJLRGXo7cX6i0IyTaOBhkH9E6nT7D2vztgnlzXApcO9cFrO w0g5z9fs3bVNPGruqkMDDQ== 0001104659-08-003107.txt : 20080116 0001104659-08-003107.hdr.sgml : 20080116 20080116172509 ACCESSION NUMBER: 0001104659-08-003107 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080116 DATE AS OF CHANGE: 20080116 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION GROUP MEMBERS: KNOTT PARTNERS OFFSHORE MASTER FUND, L.P. GROUP MEMBERS: KNOTT PARTNERS, L.P. GROUP MEMBERS: SHOSHONE 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: 08534179 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 a08-2111_1sc13ga.htm SC 13G/A

 

 

 

 

 

UNITED STATES

 

 

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. 3) (1)

 

Echo Healthcare Acquisition Corp.

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

27876C107

(CUSIP Number)

January 8, 2008

(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 (the “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. 27876C107

Page 2 of 8 Pages

 

 

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
2,201,103

 

6.

Shared Voting Power
124,971

 

7.

Sole Dispositive Power
2,353,035

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,353,035

 

 

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)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

 

 



 

CUSIP No. 27876C107

Page 3 of 8 Pages

 

 

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
2,201,103

 

6.

Shared Voting Power
124,971

 

7.

Sole Dispositive Power
2,353,035

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,353,035

 

 

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)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

 

 



 

CUSIP No. 27876C107

Page 4 of 8 Pages

 

 

1.

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

11-2835793

 

 

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
733,179

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
733,179

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
733,179

 

 

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)
3.1%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

 

 



 

CUSIP No. 27876C107

Page 5 of 8 Pages

 

 

1.

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

41-2221142

 

 

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
998,586

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
998,586

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
998,586

 

 

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)
4.2%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

 

 



 

CUSIP No. 27876C107

Page 6 of 8 Pages

 

 

1.

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

05-0521400

 

 

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
462,026

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
462,026

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
462,026

 

 

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)
2.0%

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

 

 

 



Item 1.

 

(a)

Name of Issuer

 

(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.; Knott Partners Offshore Master Fund, L.P.; Shoshone Partners, L.P.

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

 

(d)

Title of Class of Securities

 

(e)

CUSIP Number

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(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 of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

 

 

 

 

Ownership

 

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

Partners Offshore Master Fund, L.P.; and Shoshone Partners, L.P.

See Rows 5 through 9 and 11 on pages 2-6.


This statement also reflects the fact that as of the date hereof the following Reporting Persons have ceased to be the beneficial owner of more than twenty percent of the class of securities, as reported on Rows 5 through 9 and 11 on pages 2-3:

 

David M. Knott and Dorset Management Corporation.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

(b)

Percent of class:

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

 

7



 

 

 

(iv)

Shared power to dispose or to direct the disposition of

Item 5.

Ownership of Five Percent or Less of a Class

 

 

This statement is being filed to report the fact that as of the date hereof the following Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, as reported on Rows 5 through 9 and 11 on pages 4-6:

 

Knott Partners, L.P.; Knott Partners Offshore Master Fund, L.P.; and Shoshone Partners, LP.

 

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.

 

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 16, 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.

 

SHOSHONE Partners, 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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