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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. 2)
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. 2 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.
On July 16, 1999, RSC and Atlas Copco jointly issued a press release
announcing that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the Offer expired at
11:59 p.m. on Thursday, July 15, 1999. A copy of the joint press release is
filed as Exhibit 45 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
45 Press Release issued jointly by RSC and Atlas Copco on July 16, 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: July 19, 1999 Rental Service Corporation
By: /s/ Robert M. Wilson
-------------------------------------
Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
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EXHIBIT 45
FOR IMMEDIATE RELEASE
- ---------------------
ATLAS COPCO AND RENTAL SERVICE CORPORATION ANNOUNCE
EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
NEW YORK, NY and SCOTTSDALE, AZ - July 16, 1999 - Atlas Copco North America
Inc., a subsidiary of Swedish-based Atlas Copco AB, and Rental Service
Corporation (NYSE: RSV) today announced that the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 in connection with the proposed
acquisition of Rental Service by Atlas Copco expired at 11:59 p.m. on Thursday,
July 15, 1999. As a result of the expiration of the waiting period, the parties
have clearance from federal antitrust agencies to complete the acquisition.
Completion of the acquisition remains subject to certain other customary
conditions.
Atlas Copco and Rental Service previously announced the execution of a
definitive merger agreement providing for the acquisition of Rental Service at a
price of $29.00 per share in cash by means of a tender offer for all outstanding
shares of Rental Service's common stock to be followed, upon the terms and
subject to the conditions of the merger agreement, by a second-step merger. The
tender offer, which commenced on June 29, 1999, is scheduled to expire at 12:00
midnight, New York City time, on Tuesday, July 27, 1999, unless extended.
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
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construction markets. Headquartered in Scottsdale, Arizona, RSC operates 272
locations throughout the United States and Canada. Additional information about
Rental Service is available at its web site at www.rentalservice.com.
Contact Information
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<S> <C>
Atlas Copco Beacon Hill Partners
Lennart Johansson, +46-8-743-8570 Edward McCarthy, 212/843-8500
Annika Berglund, +46-8-743-8070
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
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