<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
RENTAL SERVICE CORPORATION
(Name of Subject Company)
RENTAL SERVICE CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
76009V102
(CUSIP Number of Class of Securities)
___________
Robert M. Wilson
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(480) 905-3300
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
__________
Copies to:
Elizabeth A. Blendell, Esq. Mark D. Gerstein, Esq.
Latham & Watkins Latham & Watkins
633 West Fifth Street, Suite 4000 233 South Wacker Drive
Los Angeles, California 90071-2007 Sears Tower, Suite 5800
(213) 485-1234 Chicago, Illinois 60606-6401
(312) 876-7700
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This Amendment No. 3 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on June 30, 1999 (as subsequently amended, the "Schedule 14D-
9") by Rental Service Corporation, a Delaware corporation ("RSC"), relating to
the cash tender offer by Pandion Acquisition Corp., a Delaware corporation
("Pandion Acquisition") and a wholly owned subsidiary of Atlas Copco North
America Inc., a Delaware corporation ("Atlas Copco" and, together with Pandion
Acquisition, the "Bidder"), to purchase all outstanding shares of common stock,
par value $.01 per share (together with the associated preferred share purchase
rights, the "Shares"), of RSC at a price of $29.00 per share, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 29, 1999 and the related Letter of
Transmittal (which together constitute the "Offer"). The Offer is disclosed in
a Tender Offer Statement on Schedule 14D-1 dated June 29, 1999 (as subsequently
amended, the "Schedule 14D-1"), as filed by the Bidder with the Commission.
Unless otherwise indicated, capitalized terms used but not defined shall have
the meanings ascribed to them in the Schedule 14D-9.
Item 8. Additional Information to be Furnished.
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, July
27, 1999. On July 28, 1999, Pandion Acquisition accepted for payment all Shares
validly tendered and not withdrawn in the Offer. At the completion of the Offer,
a total of 22,991,732 Shares were tendered in the Offer and purchased by
Pandion Acquisition, representing approximately 94.6% of the outstanding
Shares. A copy of a press release issued jointly by RSC and Atlas Copco on July
28, 1999 with respect to the expiration of the Offer and the intention of RSC
and Atlas Copco to consummate the merger of Pandion Acquisition with and into
RSC on or about July 29, 1999 is filed as Exhibit 46 hereto and is incorporated
by reference herein.
On July 29, 1999, Pandion Acquisition filed a Certificate of Ownership and
Merger with the Secretary of State of the State of Delaware in accordance with
Section 253 of the General Corporation Law of the State of Delaware merging
Pandion Acquisition with and into RSC pursuant to the Agreement and Plan of
Merger, dated as of June 28, 1999, by and among RSC, Atlas Copco and Pandion
Acquisition. Upon consummation of the merger, RSC, as the surviving corporation
in the merger, became a wholly owned subsidiary of Atlas Copco and the separate
corporate existence of Pandion Acquisition ceased. A copy of a press release
issued jointly by RSC and Atlas Copco on July 30, 1999 with respect to the
merger is filed as Exhibit 47 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
46 Press Release issued jointly by RSC and Atlas Copco on July 28, 1999.
47 Press Release issued jointly by RSC and Atlas Copco on July 30, 1999.
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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.
Dated: August 2, 1999 Rental Service Corporation
By: /s/ Robert M. Wilson
-------------------------------------
Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
<PAGE>
EXHIBIT 46
FOR IMMEDIATE RELEASE
ATLAS COPCO SUCCESSFULLY COMPLETES TENDER
OFFER FOR RENTAL SERVICE CORPORATION COMMON STOCK
STOCKHOLM, SWEDEN, NEW YORK, NY, and SCOTTSDALE, AZ, July 28, 1999 -- Atlas
Copco North America Inc., a subsidiary of Swedish-based Atlas Copco AB, and
Rental Service Corporation (NYSE:RSV) today announced the successful completion
of the tender offer by Pandion Acquisition Corp., a wholly owned subsidiary of
Atlas Copco North America, for all outstanding shares of Rental Service common
stock at a purchase price of $29.00 per share in cash, without interest, which
tender offer expired at 12:00 Midnight, New York City time, on Tuesday, July 27,
1999. A total of 22,471,405 shares (including 673,600 shares subject to
guarantees of delivery) were tendered in the offer and accepted for payment by
Pandion Acquisition, representing approximately 92.5% of the outstanding shares
of Rental Service common stock.
Atlas Copco North America and Rental Service also announced that the parties
intend to consummate the merger of Pandion Acquisition with and into Rental
Service contemplated by the merger agreement previously announced by the parties
on June 28, 1999, as promptly as practicable. In connection with the merger,
Atlas Copco North America will acquire the remaining shares of Rental Service
common stock for $29.00 per share in cash, without interest. The parties
anticipate that the merger will be consummated on or about July 29, 1999.
Atlas Copco is an international group of industrial companies with its head
office in Stockholm, Sweden. In 1998, the Group had revenues of USD 4.2
billion, with 97 percent of revenues outside Sweden, and more than 23,000
employees. Atlas Copco companies develop, manufacture and market electric and
pneumatic tools, compressed air equipment, construction and mining equipment,
assembly systems, motion control products, and offer related service and
equipment rental. Well-known North American companies in the Atlas Copco Group
are Prime Service, Inc., Milwaukee Electric Tool Company and Chicago Pneumatic
Tool Company. Additional information about Atlas Copco is available at the
Group's web site, www.atlascopco.com, which provides access to current news
about Atlas Copco.
Rental Service Corporation is a leader in the rapidly growing equipment rental
industry, serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, Arizona, Rental Service
operates 274 locations throughout the United States and Canada. Additional
information about Rental Service is available at its web site at
www.rentalservice.com.
Contact Information:
<TABLE>
<S> <C> <C> <C>
Atlas Copco Beacon Hill Partners
Lennart Johansson +46-8-743-8570 Edward McCarthy 212/843-8500
Annika Berglund +46-8-743-8070
Mark Cohen 973/439-3410
Rental Service Corporation Kekst and Company
Robert M. Wilson 480/905-3300 Thomas Davies or David Kronfeld 212/521-4800
</TABLE>
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EXHIBIT 47
FOR IMMEDIATE RELEASE
ATLAS COPCO AND RENTAL SERVICE CORPORATION COMPLETE MERGER
NEW YORK, NY and SCOTTSDALE, AZ, July 30, 1999 - Atlas Copco North America Inc.,
a subsidiary of Swedish-based Atlas Copco AB, and Rental Service Corporation
(NYSE: RSV) today announced the successful completion on July 29, 1999 of the
previously announced merger of Rental Service and Pandion Acquisition Corp., a
wholly owned subsidiary of Atlas Copco North America. Upon consummation of the
merger, Rental Service became a wholly owned subsidiary of Atlas Copco North
America. Each issued and outstanding share of Rental Service common stock has
been converted in the merger into the right to receive $29.00 in cash, without
interest.
By virtue of the merger, Atlas Copco North America, also the owner of Prime
Service, Inc., has consolidated its position in the North American equipment
rental business. The acquisition will result in a number of important synergy
gains with Atlas Copco's existing operations. Increased purchasing power and
better utilization of the rental fleet, combined with certain economies of
scale, will result in even better service to customers. While keeping the
operational integrity of Prime Service and Rental Service distinct, the two
divisions should jointly develop common services such as administration and
finance. Importantly, Rental Service should immediately benefit from better
access to, and lower cost of, capital.
Atlas Copco is an international group of industrial companies with its head
office in Stockholm, Sweden. In 1998, the Group had revenues of USD 4.2
billion, with 97 percent of revenues outside Sweden, and more than 23,000
employees. Atlas Copco companies develop, manufacture and market electric and
pneumatic tools, compressed air equipment, construction and mining equipment,
assembly systems, motion control products, and offer related service and
equipment rental. Well-known North American companies in the Atlas Copco Group
are Prime Service, Inc., Milwaukee Electric Tool Company and Chicago Pneumatic
Tool Company. Additional information about Atlas Copco is available at the
Group's web site, www.atlascopco.com, which provides access to current news
about Atlas Copco.
Rental Service Corporation is a leader in the rapidly growing equipment rental
industry, serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, Arizona, Rental Service
operates 274 locations throughout the United States and Canada. Additional
information about Rental Service is available at its web site at
www.rentalservice.com.
Contact Information:
<TABLE>
<S> <C> <C> <C>
Atlas Copco Beacon Hill Partners
Lennart Johansson +46-8-743-8570 Edward McCarthy 212/843-8500
Annika Berglund +46-8-743-8070
Mark Cohen 973/439-3410
Rental Service Corporation Kekst and Company
Robert M. Wilson 480/905-3300 Thomas Davies or David Kronfeld 212/521-4800
</TABLE>
