UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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).

 

 

 

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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 (the “Exchange Act”), solely to reflect the sale by the David M. Knott and Dorset Management Corporation of 1,000,000 of the Warrants in a private transaction on February 8, 2011.  The Warrants trade under CUSIP number 297187114.

 

Included in this statement are warrants (the “Special Warrants”) issued in connection with an asset acquisition by CC Bidding Corp. (“CCBC”), an indirect wholly-owned subsidiary of the Company, and Coast Crane Company (“Coast”), pursuant to which the Reporting Persons, as holders of certain Coast indebtedness, agreed to (a) exchange such indebtedness for the Company’s promissory notes (the “Notes”), aggregating $5,227,000 in total principal amount, with an interest rate of 10% per annum, subject to adjustment, and maturing December 31, 2013, and (b) support CCBC’s bid to acquire Coast’s assets and not support any alternative bid except under certain circumstances. As additional consideration, the Company agreed to (a) issue to the Reporting Persons the Special Warrants, and (b) reimburse them for legal fees incurred in connection with the transaction.

 

The Special Warrants entitle the Reporting Persons to purchase, in the aggregate, up to 90,000 shares (the “Warrant Shares”) of Common Stock. The aggregate number of Warrant Shares subject to purchase upon exercise of each Special Warrant will be reduced by two-thirds (the “Reduced Share Amount”) if the Company repays the outstanding indebtedness represented by the Notes on or before May 29, 2011 (the “Repayment Date”). In the event that the number of Warrant Shares issued upon exercise of a Special Warrant prior to the Repayment Date exceeds the respective Reduced Share Amount for such Special Warrant, but the Company subsequently repays the outstanding indebtedness represented by the Notes prior to the Repayment Date, those excess shares shall be automatically cancelled and any stock certificates representing such excess shares will have to be surrendered to the Company for cancellation.

 

Item 2.                    Identity and Background.

 

This Item is being amended solely to add the following paragraphs prior to the “Principal Business” paragraphs in  this Item:

 

Reporting Persons:	Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P.
Principal Office:	Knott Partners, L.P.
	485 Underhill Boulevard, Suite 205
	Syosset, New York 11791
	Knott Partners Offshore Master Fund, L.P.
	c/o Walkers SPV Limited, Walker House
	87 Mary Street, Georgetown, Cayman KY 1-9002 Cayman Island

 

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Knott Partners, L.P. and Knott Partners Offshore Master Fund, L.P. have previously been included as separate Reporting Persons with David M. Knott and Dorset Management Corporation on Schedule 13G.

 

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 paragraph at the end of this Item:

 

The transaction referenced in the first paragraph of Item 1, above, is part of the plan of David M. Knott and Dorset Management Corporation to dispose of all of the Warrants prior to their expiration date.

 

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)           Except for the transaction referenced at the end of Item 1, above, during the past 60 days, the Reporting Parties have had no transactions in the Common Stock.

 

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

 

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

 

As described in the third paragraph added to Item 1, above, the Warrant Shares are subject to reduction and, if previously issued, cancellation and surrender, in the event the Company repays the outstanding indebtedness represented by the Notes prior to the Repayment Date.

 

Item 7.                    Material to be Filed as Exhibits.

 

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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, 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

 

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