Hyde Park Acquisition Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)   Payment of Filing Fee (Check the appropriate box): ¨ No fee required. x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   (1) Title of each class of securities to which transaction applies: Common Stock, par value $0.0001 per share

(2) Aggregate number of securities to which transaction applies: 15,750,000

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Calculated based on the purchase price of $

(4) Proposed maximum aggregate value of transaction: $210,000,000

(5) Total fee paid: $8,253

x Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.   (1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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Q.	What is Hyde Park paying for Holdings?	A.	Hyde Park has agreed to purchase all of the membership interests of Holdings, other than the retained interests, for $210,000,000 in cash less the stated value of the retained interests of $5,000,000. The purchase price in the acquisition is subject to adjustment at and after the closing, including to reflect crane purchases and sales by Essex since January 1, 2008 and the net working capital of Essex as of the closing date of the acquisition. See page 76.
Q.	How is Hyde Park paying for the acquisition?	A.	Hyde Park will use the proceeds of its initial public offering currently held in the trust account, approximately $102,534,000 as of September 30, 2008, to pay the net purchase price in the acquisition. The net purchase price represents the gross purchase price of $210,000,000 less the amount of Essex’s indebtedness outstanding as of the closing, the $5,000,000 stated value of the retained interests and the amount of certain other liabilities of Essex as of the closing, as adjusted for Essex’s working capital and crane purchases and sales by Essex. The amount held in the trust account is expected to be sufficient to cover the amount of the net purchase price and to pay for transaction related expenses and the deferred commission and other amounts payable to the underwriters of Hyde Park’s initial public offering upon completion of the acquisition. To the extent that the amount held in the trust account is not sufficient to cover the net purchase price and such other closing date payments, including as a result of payments to holders of IPO shares who have exercised conversion rights, Hyde Park will have the ability to draw down the amount of such shortfall under the new credit facility for Essex to become effective at the closing. An illustration of the amount of each component of the purchase price and the sources of payment for the net purchase price assuming the acquisition closed on August 31, 2008 is set forth on page 11.

 

Q.

What are the retained interests and why will the management members of Holdings own them after completion of the acquisition?

A.

The retained interests are membership interests in Holdings, the parent company of Essex, that will continue to be owned by the management members of Holdings after completion of the acquisition. The retained interests will have a stated value of $5,000,000 and will be exchangeable at any time after completion of the acquisition at the rate of $7.90 per share of common stock. The retained interests do not carry any voting rights and are entitled to distributions from Holdings only if Hyde Park pays a dividend to its stockholders, in which case a distribution on account of the retained interests will be made on an “as exchanged” basis. See the table entitled “Distribution Percentages” in the section entitled “Summary”.   Hyde Park negotiated for the retention of an ownership interest in Essex by the management members of Holdings who are, and will continue to be, members of Essex’s senior management, because Hyde Park believed that it was important for such owners to have an alignment of interests with Hyde Park’s shareholders and to be incentivized through continued equity ownership. Hyde Park also negotiated for a $5,000,000 continuing investment in Essex by the non-management members of Holdings, which we refer to as Kirtland, but permitted that continuing investment to be in the form of Hyde Park common stock acquired in open market or private purchases made prior to the closing date of the acquisition, rather than in the form of retained interests in Holdings. See Summary beginning on page 10.

 

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Q.	Is Hyde Park issuing any shares of common stock in the acquisition?	A.	Other than 132,912 shares of common stock which will be issued to Macquarie Capital (USA), Inc., or Macquarie Capital, Hyde Park’s financial advisor in the acquisition, as part of its fee, Hyde Park will not be issuing any shares of its common stock in the acquisition. However, at any time after completion of the acquisition, management members of Holdings will be entitled to exchange their retained interests in Holdings for shares of Hyde Park’s common stock at the rate of $7.90 per share of common stock, or an aggregate of 632,911 shares of Hyde Park common stock. See page 76.
Q.	Who will manage the acquired company?	A.	Following the acquisition, Essex will continue to be managed by its existing management. Ronald Schad, President and Chief Executive Officer of Essex, will also become President and Chief Executive Officer of Hyde Park. Martin Kroll, Senior Vice President and Chief Financial Officer of Essex, will also become Chief Financial Officer of Hyde Park. Laurence Levy and Edward Levy will continue to serve on the Board of Directors of Hyde Park, with Laurence Levy serving as Chairman and Edward Levy serving as Vice Chairman. See page 57.
Q.	When do you expect the acquisition to be completed?	A.	It is currently anticipated that the acquisition will be completed, or closed, promptly following the Hyde Park special meeting on October 31, 2008.

 

Q.

What will I receive in the acquisition?

A.

You will not receive any cash or other property in the acquisition, but instead you will continue to hold your shares of Hyde Park common stock.

 

Q.

Do I have the right to convert my shares into cash?

A.

If you hold IPO shares, then you have the right to vote against the acquisition proposal and demand that Hyde Park convert your shares into your pro rata portion of the trust account in which a substantial portion of the net proceeds of Hyde Park’s initial public offering are held if the acquisition is consummated. If the holders of 2,587,500 or more IPO shares, or 20% or more of the total number of IPO shares, demand conversion of their shares into their pro rata portion of the trust account, then, in accordance with the terms of Hyde Park’s certificate of incorporation, Hyde Park will not consummate the acquisition. We sometimes refer to the right to vote against the acquisition and demand conversion of your shares into your pro rata portion of the trust account as conversion rights. See page 125.

 

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Q.

If I have conversion rights, how do I exercise them?

A.

If you wish to exercise your conversion rights, you must vote against the acquisition and at the same time demand that Hyde Park convert your shares into cash. If, notwithstanding your vote, the acquisition is completed, then you will be entitled to receive your pro rata share of the trust account in which a substantial portion of the net proceeds of Hyde Park’s initial public offering are held. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the acquisition and then tender your stock certificate to Hyde Park. Based on the amount of cash held in the trust account at September 30, 2008, you will be entitled to convert each share that you hold into approximately $7.93. If you exercise your conversion rights, then you will be exchanging your shares for cash and will no longer own these shares. If the acquisition is not completed, then your shares will not be converted to cash at this time. See page 125.

 

Prior to exercising conversion rights, Hyde Park stockholders should verify the market price of Hyde Park’s common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. Hyde Park’s shares of common stock are listed on the Over-the-Counter Bulletin Board under the symbol HYDQ.

 

Q.	What happens to the funds deposited in the trust account after consummation of the acquisition?	A.	Upon consummation of the acquisition, any funds remaining in the trust account after payments, if any, to stockholders exercising their conversion rights, will be used to fund the acquisition and certain transaction costs and for general working capital purposes, and the trust account will cease to exist.
Q.	What vote is required in order to adopt the acquisition proposal?	A.	Adoption of the acquisition proposal requires the affirmative vote of a majority of the shares of common stock issued in Hyde Park’s initial public offering, which we call IPO shares, which are represented in person or by proxy at the meeting. No vote of Hyde Park’s warrant holders is necessary to adopt the acquisition proposal, and Hyde Park is not asking warrant holders to vote on the acquisition proposal. Adoption of the acquisition proposal is not conditioned upon the adoption of any other proposal. See page 39.
Q.	What happens if the acquisition is not consummated?	A.	If the acquisition is not consummated, Hyde Park will continue to search for an operating company to acquire. However, under most circumstances, if the acquisition is not consummated, Hyde Park will be obligated to pay a $4,000,000 breakup fee to the members of Holdings upon completion of a subsequent acquisition. The prospect of such breakup fee becoming payable would likely make it more difficult for Hyde Park to propose an alternative business combination that would be financially attractive to Hyde Park’s stockholders. The trust account in which a substantial portion of the net proceeds of Hyde Park’s initial public offering are held will be liquidated if Hyde Park does not consummate a business combination by March 5, 2009. In any liquidation, the net proceeds of Hyde Park’s initial public offering held in the trust account will be distributed pro rata to Hyde Park’s common stockholders holding IPO shares.

 

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Q.	Why is Hyde Park proposing the amendment proposal?	A.	The amendment proposal is being proposed in order to (i) change the name of Hyde Park to “Essex Rental Corp.” and (ii) eliminate certain provisions that are applicable to Hyde Park only prior to its completion of a business combination transaction. Hyde Park believes that the name Essex Rental Corp. more accurately reflects the business it will conduct after the acquisition, and will enable industry and financial market participants to more closely associate Hyde Park with its operating business. See page 65.
Q.	What vote is required to adopt the amendment proposal?	A.	Adoption of the amendment proposal requires the affirmative vote of a majority of the issued and outstanding shares of Hyde Park’s common stock. No vote of Hyde Park warrant holders is necessary to adopt the amendment proposal, and Hyde Park is not asking warrant holders to vote on the amendment proposal. Adoption of the amendment proposal is conditioned upon the adoption of the acquisition proposal, but is not conditioned upon adoption of the plan proposal or the adjournment proposal. See page 65.
Q.	Why is Hyde Park proposing the plan proposal?	A.	In connection with the acquisition, Hyde Park agreed to grant options to Essex’s senior management equal to 10% of the outstanding common stock of Hyde Park as of the closing of the acquisition. The proposed Incentive Plan will facilitate the granting of such awards, which will be granted on such terms as may be determined by Hyde Park’s compensation committee from time to time after completion of the acquisition. Hyde Park believes that the awards available under the Incentive Plan will assist Hyde Park in attracting, retaining and motivating employees and officers or those who will become employees or officers of Hyde Park and/or its subsidiaries (including Essex), and to align the interests of those individuals and Hyde Park’s stockholders. See page 66.
Q.	What vote is required to adopt the plan proposal?	A.	Adoption of the plan proposal requires the affirmative vote of a majority of the shares of Hyde Park common stock represented in person or by proxy at the meeting. No vote of Hyde Park warrant holders is necessary to adopt the plan proposal, and Hyde Park is not asking warrant holders to vote on the plan proposal. Adoption of the plan proposal is conditioned upon the adoption of the acquisition proposal, but is not conditioned upon adoption of the amendment proposal, or the adjournment proposal. See page 74.

 

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Q.

Why is Hyde Park proposing the adjournment proposal?

A.

Hyde Park is proposing the adjournment proposal to allow Hyde Park’s Board of Directors to adjourn the special meeting at which the acquisition, amendment and plan proposals will be voted on to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the special meeting to approve one or more of such proposals.

 

Q.

What vote is required to adopt the adjournment proposal?

A.

Adoption of the adjournment proposal requires the affirmative vote of a majority of the shares of Hyde Park common stock represented in person or by proxy at the meeting. No vote of Hyde Park warrant holders is necessary to adopt the adjournment proposal, and Hyde Park is not asking warrant holders to vote on the adjournment proposal. Adoption of the adjournment proposal is not conditioned upon the adoption of any other proposal. See page 75.

 

Q.	If I am not going to attend the Hyde Park special meeting in person, should I return my proxy card instead?	A.	Yes. After carefully reading and considering the information contained in this document, please fill out and sign your proxy card. Then return the enclosed proxy card in the return envelope as soon as possible, so that your shares may be represented at the Hyde Park special meeting. See page 38.
Q.	What will happen if I abstain from voting or fail to vote?	A.	An abstention or failure to vote (including a failure to instruct your broker how to vote) will have the same effect as a vote against the acquisition proposal, but will not have the effect of converting your shares into your pro rata portion of the trust account in which a substantial portion of the net proceeds of Hyde Park’s initial public offering are held. An abstention or failure to vote will also have the same effect as a vote against the amendment proposal. To exercise your conversion rights, you must affirmatively vote against the acquisition proposal and at the same time affirmatively elect to convert your shares by checking the appropriate box, or directing your broker to check the appropriate box, on the proxy card and ensure that the proxy card is delivered prior to the Hyde Park special meeting. See page 38.
Q.	What do I do if I want to change my vote?	A.	Send a later-dated, signed proxy card to Hyde Park’s secretary prior to the date of the special meeting or attend the special meeting in person, revoke your proxy and vote. You also may revoke your proxy by sending a notice of revocation to Hyde Park’s Chief Executive Officer at the address of Hyde Park’s corporate headquarters. A later-dated proxy or notice of revocation will not be effective to change your vote unless it is received by Hyde Park before the time of the Special Meeting. See page 39.

 

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Q.	If my shares are held in “street name” by my broker, will my broker vote my shares for me?	A.	No. Your broker can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares, following the directions provided by your broker. To exercise your conversion rights, you must affirmatively elect to convert your shares by directing your broker to check the appropriate box on the proxy card and ensure that the proxy card is delivered prior to the Hyde Park special meeting. See page 41.
Q.	Who will pay for this proxy solicitation?	A.	Hyde Park has retained Morrow & Co., LLC to aid in the solicitation of proxies. Morrow & Co., LLC will receive a fee of approximately $12,500, as well as reimbursement for certain costs and out of pocket expenses incurred by them in connection with their services, all of which will be paid by Hyde Park. In addition, officers and directors of Hyde Park may solicit proxies by mail, telephone, telegraph and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Hyde Park will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this Proxy Statement and other material which may be sent to stockholders in connection with this solicitation. Hyde Park may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares. See page 41.
Q.	Who can help answer my questions?	A.	If you have questions about the solicitation of proxies, you may write, e-mail or call Morrow & Co., LLC., 470 West Avenue – 3rd Floor, Stamford, CT 06902, Email: hydepark.info@morrowco.com. Stockholders, please call (800) 607-0088. Banks and brokerage firms, please call (203) 658-9400.

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FORWARD-LOOKING STATEMENTS

 

We believe that some of the information in this document, including projected financial performance of Essex, constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

·

discuss future expectations;

 

·

contain information which could impact future results of operations or financial condition; or

 

·

state other “forward-looking” information.

 

We believe it is important to communicate our expectations to Hyde Park’s stockholders. However, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this document provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Hyde Park or Holdings or Essex in its forward-looking statements, including among other things:

 

·

general economic conditions;

 

·

Essex’s dependence on its key management personnel;

 

·

reliance on a limited number of suppliers;

 

·

continuing need for financing;

 

·

actions by competitors;

 

·

potential exposure to liability for injuries caused by Essex’s cranes and attachments; and

 

·

fluctuations in the value of US currency.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.

 

All forward-looking statements included herein attributable to each of Hyde Park, Holdings, Essex or any person acting on any such party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Hyde Park, Holdings and Essex undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

 

Before you grant your proxy or instruct how your vote should be cast you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this document could have a material adverse effect on Hyde Park, Holdings or Essex.

 

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·

by mutual consent of Hyde Park and Holdings;

 

·

by Hyde Park, on the one hand, or Holdings, on the other hand, if the other party or, if Hyde Park seeks termination, Essex or the members of Holdings, has breached any of its covenants or representations and warranties in any material respect and such breach is reasonably likely to prevent the satisfaction of any condition of such other party’s obligation to close and such breach is not cured within ten (10) days;

 

·

by either party if a governmental authority of competent jurisdiction has issued a final and non-appealable order or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by the purchase agreement;

 

·

by Hyde Park if there occurs any event or change that has a material adverse effect on the business, assets, liabilities, results of operations or financial condition of Holdings or the Company;

 

·

by Hyde Park if the environmental testing, including testing of soil and groundwater samples, of certain of Essex’s facilities contemplated by the compliance agreement among Holdings, Essex, KCP Services, LLC (as seller representative), the existing members of Holdings and Hyde Park has not been completed on or before September 1, 2008;

 

·

by Hyde Park if the audited financial statements of Holdings report earnings before interest, taxes, depreciation and amortization from crane and attachment rentals at levels that are less than amounts agreed upon by the parties in the purchase agreement;

 

·

by either party if the closing has not occurred by January 25, 2009 unless the failure of the closing to occur by such date is the result of a breach of the purchase agreement by the party seeking termination;

 

·

by either party if Hyde Park’s stockholders do not approve the acquisition proposal;

 

·

by either party if holders of 20% or more of the shares of common stock issued in Hyde Park’s initial public offering, or IPO shares, have properly elected to exercise their right to convert their shares into cash;

 

·

by Hyde Park if it reasonably believes that any condition to the obligations of Hyde Park to close the transaction will not be satisfied (other than by reason of a breach by Holdings, its members, or Essex of their respective covenants or representations and warranties);

 

·

by Holdings if the Hyde Park Board of Directors fails to include in this proxy statement a recommendation that Hyde Park’s stockholders approve the acquisition or withdraws or modifies, in any manner materially adverse to Essex, Holdings or its members, the Board of Directors’ recommendation that the stockholders approve the transaction contemplated by the purchase agreement; or

·

by Holdings, at any time after it receives notice that Hyde Park believes that any condition to Hyde Park’s obligations to close the acquisition will not be satisfied.

 

 

 

 

 

 

 

 

 

 

		Six Months Ended  June 30,						Year Ended December 31
		2008*			2007*			2007			2006			2005			2004*			2003*
Statement of Operations and Members’ Equity (Deficit) Data:
Net Revenue		$	42,145,740		$	32,898,693		$	77,764,829		$	61,639,335		$	46,424,304		$	33,977,811		$	35,041,466
Net Income (Loss)		$	7,717,560		$	4,996,618		$	11,216,856		$	9,283,424		$	(435,088	)	$	(9,613,370	)	$	(6,348,943	)
Distributions**			-		$	50,000,000		$	50,000,000			-			-			-			-

		Six Months Ended  June 30,						Years Ended December 31
		2008*			2007*			2007			2006			2005*			2004*			2003*
Balance Sheet Data:
Total Assets		$	167,676,306		$	145,889,309		$	149,081,547		$	141,454,333		$	144,824,204		$	147,931,796		$	144,824,204
Long Term Debt		$	134,522,296		$	141,750,754		$	129,862,723		$	93,898,744		$	108,192,359		$	112,171,862		$	115,736,613
Other Long Term Liabilities:
Deferred tax assets		$	11,351,688		$	2,399,381		$	6,784,444		$	1,921,314		$	923,972		$	846,613			-
Interest rate swap liability		$	3,370,842			-		$	2,755,741			-			-			-			-
Members’ Equity (Deficit)		$	4,832,925		$	(9,151,193	)	$	(2,907,795	)	$	35,840,609		$	26,557,185		$	26,992,273		$	36,605,644

 

 

 

 

		Six Months  Ended June 30,  2008*			Six Months  Ended June 30,  2007*			Year Ended  December 31,  2007			For the Period  from August  21, 2006  (inception)  through  December 31,  2006
Statement of Operations Data:
Interest Income		$	883,108		$	1,060,096		$	2,543,781		$	1,148
Net Income (Loss)		$	454,427		$	751,378		$	1,699,120		$	(402	)
Net Income (Loss) per share		$	0.03		$	0.07		$	0.13		$	(0.00	)
Cash Dividends per share			-			-			-			-

 

		As of June 30, 2008*			As of December  31, 2007			As of December  31, 2006
Balance Sheet Data:
Total Assets		$	104,196,926		$	102,569,184		$	169,441
Long-term Liabilities			-			-			-
Common stock subject to possible conversion, 2,586,206 shares			19,932,029			19,932,029			-
Stockholders’ Equity (Deficit)			80,565,267			80,110,840			24,598

 

 

 

 

Statement of Operations data		Six Months Ended June 30, 2008						Year Ended December 31, 2007
		Assuming No  Conversions(1)			Assuming  Maximum  Conversions(2)			Assuming No  Conversions(1)			Assuming  Maximum  Conversions(2)
Revenue		$	42,145,740		$	42,145,740		$	77,764,829		$	77,764,829
Net income		$	7,234,615		$	6,915,231		$	11,729,499		$	10,837,890
Earnings per share:
Basic		$	0.44		$	0.50		$	0.84		$	0.95
Diluted		$	0.32		$	0.35		$	0.60		$	0.64
Weighted average shares outstanding:
Basic			16,515,824			13,928,325			13,989,968			11,402,469
Diluted			22,304,376			19,716,877			19,469,263			16,881,764

		June 30, 2008
Balance Sheet data		Assuming No  Conversions(1)			Assuming  Maximum  Conversions(2)
Total assets		$	311,659,106		$	311,659,106
Current liabilities		$	13,739,737		$	13,739,737
Long-term debt		$	125,292,692		$	145,224,721
Other long-term liabilities		$	66,079,381		$	66,079,381
Stockholders’ equity		$	106,547,296		$	86,615,267

 

 

 

 

		Hyde  Park			Holdings (1)			Pro Forma  Assuming  No  Conversions			Pro Forma  Assuming  Maximum  Conversions
Six months ended June 30, 2008
Basic earnings per share		$	0.03		$	N/A		$	0.44		$	0.50
Diluted earnings per share		$	0.03		$	N/A		$	0.32		$	0.35
Book value per share at June 30, 2008 (2)		$	6.38		$	N/A		$	6.45		$	6.22
Year ended December 31, 2007
Basic earnings per share		$	0.13		$	N/A		$	0.84		$	0.95
Diluted earnings per share		$	0.13		$	N/A		$	0.60		$	0.64
Book value per outstanding share at December 31, 2007 (2)		$	6.35		$	N/A		$	6.42		$	6.19

 

 

 

 

		Common Stock*						Warrants*						Units**
Quarter Ended
2007			High			Low			High			Low			High			Low
First Quarter		$	7.27		$	7.25		$	1.45		$	1.40		$	8.80		$	8.00
Second Quarter		$	7.35		$	7.24		$	1.65		$	1.35		$	9.00		$	8.68
Third Quarter		$	7.43		$	7.27		$	1.62		$	1.13		$	9.00		$	8.40
Fourth Quarter		$	7.40		$	7.28		$	1.25		$	0.92		$	8.48		$	8.20
2008
First Quarter		$	7.70		$	7.30		$	1.32		$	0.95		$	9.15		$	8.33
Second Quarter		$	7.82		$	7.55		$	1.97		$	1.20		$	9.65		$	8.97
Third Quarter		$	7.82		$	7.52		$	2.08		$	1.27		$	9.65		$	8.75

 

 

 

 

 

 

 

·

slowdowns in non-residential construction in the geographic regions in which Essex operates;

·

reductions in corporate spending for plants, factories and other facilities; and

·

reductions in government spending on highways and other infrastructure projects.

 

 

 

 

 

 

·

steel prices – due to the high tensile steel component of the cranes, significant changes in the price of steel can materially change the cost of acquiring a crane;

·

global demand – the market for crawler cranes is global and significant growth in overseas demand for cranes could materially increase the cost of new cranes regardless of US economic conditions;

·

US economy – overall inflationary conditions in the US may impact the operating costs of one of Essex’s key crane suppliers and therefore impact crane pricing for customers such as Essex; and

·

currency fluctuations – as one of Essex’s principal suppliers is based in Europe, devaluation of the US dollar (as compared to the Euro) may materially increase the cost of acquiring cranes and attachments; conversely, inflation of the value of the US dollar may adversely affect Essex’s revenues from international sales of used cranes and attachments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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create additional liens on their assets;

·

make investments and capital expenditures above a certain threshold;

·

incur additional indebtedness;

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engage in mergers or acquisitions;

·

pay dividends or redeem outstanding capital stock;

·

sell any of Essex’s cranes or any other assets outside the ordinary course of business; and

·

change its business.

 

 

 

·

You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Hyde Park’s Board “FOR” the adoption of the acquisition proposal, the amendment proposal, the plan proposal and the adjournment proposal.

 

·

You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

 

 

 

 

 

 

 

 

·

You may send another proxy card with a later date;

 

·

You may notify Laurence S. Levy, Hyde Park’s Chairman and Chief Executive Officer, in writing before the special meeting that you have revoked your proxy; and

 

·

You may attend the special meeting, revoke your proxy, and vote in person.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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financial condition and results of operation;

 

·

growth potential;

 

·

experience and skill of management and availability of additional personnel;