SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 22
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
RENTAL SERVICE CORPORATION
(Name of Subject Company)
UR ACQUISITION CORPORATION
UNITED RENTALS, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
76009V 10 2
(CUSIP Number of Class of Securities)
UNITED RENTALS, INC.
FOUR GREENWICH OFFICE PARK
GREENWICH, CT 06830
ATTN.: BRADLEY S. JACOBS
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
TELEPHONE: (203) 622-3131
FACSIMILE: (203) 622-6080
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
MILTON G. STROM, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
FACSIMILE: (212) 735-2000
UR Acquisition Corporation, a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of United Rentals, Inc., a Delaware
corporation ("Parent"), and Parent hereby amend and supplement their Tender
Offer Statement on Schedule 14D-1 (as amended from time to time, the
"Schedule 14D-1"), filed with the Securities and Exchange Commission (the
"Commission") on April 5, 1999, with respect to the Purchaser's offer to
purchase all of the shares of common stock, par value $0.01 per share
(collectively with the associated preferred stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of April 16,
1999 (the "Rights Agreement"), between Rental Service Corporation and
ChaseMellon Shareholder Services, L.L.C., the "Shares"), of Rental Service
Corporation, a Delaware corporation (the "Company"), at a price of $22.75
per Share, net to the seller in cash (such price, or such higher price per
Share as may be paid in the Offer, the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer"). Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase
referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by incorporating by reference a portion of
a script of remarks of John N. Milne, Vice Chairman, Chief Acquisition
Officer, Secretary and Director of Parent relating to the Offer, made
during a meeting with potential investors held on June 8, 1999, a copy of
which script is filed as Exhibit (a)(26) hereto.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(26) Portion of a script of remarks of John N. Milne, Vice
Chairman, Chief Acquisition Officer, Secretary and
Director of Parent relating to the Offer, made during a
meeting with potential investors held on June 8, 1999.
SIGNATURE
After due 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.
UR ACQUISITION CORPORATION
By: /s/ John N. Milne
-----------------------------
Name: John N. Milne
Title: President
UNITED RENTALS, INC.
By: /s/ Bradley S. Jacobs
------------------------------
Name: Bradley S. Jacobs
Title: Chairman and Chief
Executive Officer
Date: June 8, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
(a)(26) Portion of a script of remarks of John N. Milne, Vice
Chairman, Chief Acquisition Officer, Secretary and Director
of Parent relating to the Offer, made during a meeting with
potential investors held on June 8, 1999.
Portion of a script of remarks of John N. Milne, Vice Chairman, Chief
Acquisition Officer, Secretary and Director of Parent relating to the
Offer, made during a meeting with potential investors held on June 8, 1999.
RENTAL SERVICE CORPORATION TENDER OFFER
As you may be aware, on April 5 we made a $22.75 per share cash tender
offer to acquire Rental Service Corporation, the third largest equipment
rental company in the U.S. We believe our offer, which is a 32% premium to
the RSC share price prior to our offer, represents a very attractive
proposal to the RSC shareholders, both in terms of the premium and the
certainty of cash. Our offer expires on June 18.
Rental Service has 249 branches in 27 states, and the Street estimates that
its revenue this year will be about $780 million.
While we currently have operations in 25 of the 27 states in which Rental
Service operates, RSC has primarily been focused on secondary areas while
we have focused on larger metropolitan regions. By consolidating selected
locations and certain corporate functions, we believe we could achieve
about $20 million in annual cost savings. This is only a rough estimate,
however, since despite our many requests, Rental Service has shared no
information with us.
We are confident that we could efficiently integrate the two companies. At
United Rentals, we have a strong operating infrastructure already in place
to support further expansion. United Rentals and RSC share a common
decentralized operating approach and use the same software system, which
our Wynne Systems subsidiary provided to Rental Service under strict terms
set forth in a license agreement.
This potential acquisition would be in line with a central theme that we
have been talking about since our IPO that as you get bigger in this
industry, you get better. Better in terms of purchasing power, utilizing
equipment, selling used equipment, attracting and retaining talented
employees, and in improving the overall cost structure in general.
I'd now like to turn it over to Wayland to discuss operations.
