<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 22, 1998
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(December 30, 1997)
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RENTAL SERVICE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-21237 33-0569350
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation Identification No.)
14505 North Hayden Road, Suite 322, Scottsdale, Arizon 85260
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(Address of Principal Executive Offices) (Zip Code)
(602) 905-3300
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 30, 1997, Rental Service Corporation ("RSC" or the "Company")
reached a definitive agreement to acquire substantially all of the assets of JDW
Enterprises, Inc. d/b/a Valley Rentals ("Valley") for $93.6 million in cash and
435,602 shares of RSC Common Stock. The purchase price is subject to adjustment
based on levels of accounts receivable, inventory and equipment. Valley is a
leading independent rental company in the Southwest, operates a total of ten
locations in Arizona and New Mexico, and had total revenues of approximately
$36.9 million for its fiscal year ended December 31, 1997. The transaction is
anticipated to close by February 2, 1998, and will be recorded under the
purchase method of accounting. The closing is subject to a number of closing
conditions.
On January 14, 1998, Mr. David P. Lanoha was elected to the Company's Board
of Directors. Upon his election to the Board, Mr. Lanoha resigned his position
as Senior Vice President of Operations for RSC's Western Region. In addition to
his role as director, Mr. Lanoha will also serve as an independent corporate
development advisor to RSC's Chairman and Chief Executive Officer. The Board
named Mr. Jack Markle as the successor to Mr. Lanoha as Senior Vice President of
Operations for its Western Region. Mr. Markle previously served as President of
RSC's Western Region.
On December 31, 1997, Mr. Bruce Lisanti resigned his position as the
Company's Senior Vice President of Marketing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits
99.1 Press Release dated January 20, 1998 re: Valley Definitive
Agreement and Five Other Completed Acquisitions.
99.2 Press Release dated January 20, 1998 re: Election of New Board
Member and Senior Vice President.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENTAL SERVICE CORPORATION
Date: January 22, 1998 By: /s/ Robert M. Wilson
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Robert M. Wilson,
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
99.1 Press Release dated January 20, 1998 re: Valley Definitive
Agreement and Five Other Completed Acquisitions.
99.2 Press Release dated January 20, 1998 re: Election of New Board
Member and Senior Vice President.
</TABLE>
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Exhibit 99.1
[LOGO OF RENTAL SERVICE CORPORATION]
FOR IMMEDIATE RELEASE
Company Contact: Martin R. Reid, Chairman & CEO
(602) 905-3300
RENTAL SERVICE CORPORATION ANNOUNCES VALLEY
DEFINITIVE AGREEMENT AND FIVE COMPLETED ACQUISITIONS
SCOTTSDALE, AZ - JANUARY 20, 1998 - RENTAL SERVICE CORPORATION (NYSE: RSV)
("RSC") today announced that it has executed a definitive agreement for the
previously announced acquisition of JDW Enterprises, Inc. d/b/a Valley Rentals
("Valley"). Valley operates a total of ten locations in Arizona and New Mexico,
and had total revenues of approximately $36.9 million for its fiscal year ended
December 31, 1997. The Valley transaction is expected to close by February 2,
1998, and is subject to a number of closing conditions.
RSC also announced that it has completed the previously announced acquisitions
of Siems Rental & Sales Co., Inc; R&M Rentals, Inc.; Panama City Rentals, Inc.;
Frank Wilson's Rentals & Sales Co.; and Ray E. Miller d/b/a Franklin Rent-All.
These acquired companies have a combined 14 locations in Arkansas, Delaware,
Florida, Georgia, Maryland, Pennsylvania, South Carolina, Tennessee and
Virginia, and had combined trailing twelve months revenues of approximately
$26.6 million.
Martin R. Reid, RSC Chairman and Chief Executive Officer, made the
announcements.
RSC is a leading consolidator in the rapidly growing equipment rental industry,
serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, AZ, the Company operates the
largest rental network in the United States.
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Exhibit 99.2
[LOGO OF RENTAL SERVICE CORPORATION]
FOR IMMEDIATE RELEASE
Company Contact: Martin R. Reid, Chairman & CEO
(602) 905-3300
RENTAL SERVICE CORPORATION ELECTS
NEW BOARD MEMBER AND SENIOR VICE PRESIDENT
SCOTTSDALE, AZ - JANUARY 20, 1998 - RENTAL SERVICE CORPORATION (NYSE: RSV)
("RSC") today announced that it has elected Mr. David P. Lanoha to its Board of
Directors and Mr. Jack Markle to the position of Senior Vice President of
Operations for its Western Region.
Mr. Lanoha was the Chairman and Chief Executive Officer of Center Rentals &
Sales ("Center"), which was acquired by RSC on December 2, 1997. Center was
started by Mr. Lanoha's father in 1949. Mr. Lanoha joined Center on a full-time
basis after graduation from Colorado College in 1971 and became Center's
President in 1978. Under his leadership, Center grew from one location and $1.0
million in revenues to 14 locations and $48.0 million in revenues. In addition
to his role as director, Mr. Lanoha will also serve as a corporate development
advisor to RSC's Chairman and Chief Executive Officer.
Mr. Markle has been named RSC's Western Region Senior Vice President of
Operations. Mr. Markle joined Center in 1983 and became its President in 1987.
Prior to joining Center, Mr. Markle spent ten years with Power Rental.
Martin R. Reid, RSC Chairman and Chief Executive Officer, made the
announcements.
RSC is a leading consolidator in the rapidly growing equipment rental industry,
serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, AZ, the Company operates the
largest rental network in the United States.
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