-----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, Le91zVQHnvzEI5EdcgmIienc/PLdxdoi+Fdund+3TIF0k/p7pX73eGglzUomFG2m vQ7MEY/Fz8MaItaYZXw/pw== 0001104659-09-001657.txt : 20090112 0001104659-09-001657.hdr.sgml : 20090112 20090109180606 ACCESSION NUMBER: 0001104659-09-001657 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090109 GROUP MEMBERS: DORSET MANAGEMENT CORPORATION FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: SC 13D 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-82673 FILM NUMBER: 09519913 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 a09-2838_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

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

 

Essex Rental Corp.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

448638205

(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)

 

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 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.   448638205

 

 

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
4,685,200 shares of Common Stock

 

8

Shared Voting Power
80,500 shares of Common Stock

 

9

Sole Dispositive Power
4,817,000 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,817,000 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)
30.7%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   448638205

 

 

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
4,685,200 shares of Common Stock

 

8

Shared Voting Power
80,500 shares of Common Stock

 

9

Sole Dispositive Power
4,817,000 shares of Common Stock

 

10

Shared Dispositive Power
0 shares of Common Stock

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,817,000 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)
30.7%

 

 

14

Type of Reporting Person (See Instructions)
CO

 

3



 

SCHEDULE 13D

 

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Essex Rental Corp. (formerly known as Hyde Park Acquisition Corp.) (the “Company”), including Common Stock issuable upon exercise of presently exercisable stock purchase warrants of the Company (“Warrants”). Such Common Stock and Warrants are also included in Units (“Units”) of the Company, each such Unit consisting of one (1) share of Common Stock and one Warrant to purchase one (1) share of Common Stock The address of the principal executive offices of the Company is 1110 Lake Cook Road, Suite220, Buffalo Grove, Illinois 60089-1974.

 

 

Item 2.

Identity and Background.

 

Reporting Persons:

 

David M. Knott, an individual

 

 

Dorset Management Corporation (“DMC”), a New York corporation

 

 

 

Principal office:

 

David M. Knott and Dorset Management Corporation

 

 

485 Underhill Boulevard, Suite 205

 

 

Syosset, New York 11791

 

Principal business:

                                        Mr. Knott is the managing member of Knott Partners Management, LLC, a New York limited liability company (“Knott Management”), that is the sole General Partner of Shoshone Partners, L.P., a Delaware limited partnership (“Shoshone”), Mulsanne Partners, L.P., a Delaware limited partnership (“Mulsanne”) and Knott Partners Offshore Master Fund, L.P., a Cayman Islands Exempted Limited Partnership (“Knott Offshore”) and managing general partner of Knott Partners, L.P., a New Jersey limited partnership (“Knott Partners” and together with Shoshone, Mulsanne and Offshore, the “Partnerships”).  The Partnerships invest in securities that are sold in public markets.  The principal activity of each Partnership is the acquisition of long and short positions in equity securities of publicly traded U.S. and foreign securities.  Each Partnership has the authority to employ various trading and hedging techniques and strategies in connection therewith. 

 

Mr. Knott is also the sole shareholder, Director and President of DMC, which provides investment management services to the Partnerships and a limited number of other foreign and domestic individuals and entities (collectively, the “Managed Accounts”). Collectively, DMC and Mr. Knott are hereinafter referred to as the “Reporting Persons” and the Partnerships and the Managed Accounts are hereinafter collectively referred to as the “Direct Owners”.

 

During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither Reporting Person was 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 to such laws.

 

4



 

Item 3.

Source and Amount of Funds or Other Consideration.

The source of funds used in making each of the purchases of the Common Stock and Warrants, separately or as part of Units, purchased for the accounts of the Direct Owners was the portfolio assets of each such Direct Owner. Of the Direct Owners, only Knott Partners, Shoshone and Knott Offshore individually beneficially own more than five percent of the Common Stock.  The aggregate amount of consideration used in making such purchases was $22,545,782.00. 

 

The Reporting Parties effect purchases of securities primarily through margin accounts maintained by Goldman, Sachs & Co., which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the firm’s credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. 

 

The shares of Common Stock and Warrants, separately or as part of Units, beneficially owned by the Reporting Persons were acquired by the Direct Owners through open-market purchases or cross trades for which there were no net transaction costs.

 

 

Item 4.

Purpose of Transaction.

The purpose of this filing is solely to reflect that on October 31, 2008, the Hyde Park Acquisition Corp. completed its acquisition (the “Business Combination”) of Essex Holdings LLC and its subsidiary, Essex Crane Rental Corp. (“Essex”). As a result of the Business Combination, Hyde Park Acquisition Corp. changed its name to Essex Rental Corp. and the Warrants became exercisable in accordance with their terms; all 2,188,900 of the Direct Owner’s Warrants became immediately exercisable. The Direct Owners had initially acquired the Common Stock and Warrants, separately or as part of Units, solely for investment purposes, and not with a view towards influencing any extraordinary corporate transaction, any change in the Company’s board of directors or management, or any other change in the Company’s business, corporate structure or capitalization.

 

 

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. 

 

(c)               During the past 60 days, the Reporting Persons effected a cross transaction of Units between certain of the Direct Owners to equalize ownership.  Although transactions were effected at a price of $5.00 per Unit, there was no net price paid for any of the securities acquired in such transactions. The Direct Owner’s Warrants are included with Common Stock as a component of the Units. 

 

(d)              Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of securities

 

5



 

reported herein.  Knott Partners, Shoshone and Knott Offshore each have such right with respect to more than five percent of the Common Stock.

 

(e)           N/A.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

N/A

Item 7.

Material to be Filed as Exhibits.

 

N/A

 

6



 

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.

 

 

January 9, 2009

 

Date

 

 

 

/s/David M. Knott

 

Signature

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

By:

/s/David M. Knott

 

 

 David M. Knott, President

 

7


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