SC 13D/A 1 a10-3515_7sc13da.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

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)

 

December 31, 2009

(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

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
4,637,800 shares of Common Stock

 

8

Shared Voting Power
108,900 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)
29.6%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   448638205

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
4,637,800 shares of Common Stock

 

8

Shared Voting Power
108,900 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)
29.6%

 

 

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 the Company, which shares are a constituent part of or trade separately from the Company’s Units (“Units”), of which each Reporting Person may be deemed to hold the number set forth on such respective Row 11.  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 $5.00.  Each Warrant became exercisable on the Company’s completion of a business combination on October 31, 2008, and will expire on March 4, 2011, or earlier upon redemption.

 

This statement is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), solely to reflect the change between sole and shared voting and/or dispositive power of the Reporting Parties as the result of cross trades among the accounts managed by Dorset.

 

 

Item 2.

Identity and Background.

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

Item 4.

Purpose of Transaction.

This Item is being amended solely to add the following sentence to the first paragraph:

 

The shares of Common Stock beneficially owned by the Reporting Parties were acquired by the Partnerships and the Managed Accounts through open-market purchases or cross trades.

 

 

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 Parties have not beneficially acquired any Common Stock in open-market purchases.

 

 

Item 6.

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

 

 

Item 7.

Material to be Filed as Exhibits.

 

 

 

4



 

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 10, 2010

 

 

Date

 

 

 

 

 

 

 

 

/s/ David M. Knott

 

 

Signature

 

 

 

 

 

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

 

 

 

By:

/s/ David M. Knott

 

 

 

David M. Knott, President

 

5