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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 6, 1999 (June 28, 1999)
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Rental Service Corporation
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(Exact Name of Registrant as Specified in Charter)
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Delaware 000-21237 33-0569350
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona 85254
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code (480) 905-3300
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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 June 28, 1999, Rental Service Corporation entered into an
Agreement and Plan of Merger with Atlas Copco North America Inc. and Pandion
Acquisition Corp., a wholly-owned subsidiary of Atlas Copco North America. A
copy of the merger agreement and the text of the Company's press release
relating to the execution of the merger agreement are attached hereto as
Exhibits 2.1 and 99.1, respectively, and are incorporated by reference herein.
In connection with the execution and delivery of the merger
agreement, Atlas Copco AB, a corporation formed and organized under the laws of
the Kingdom of Sweden, executed a guaranty, dated as of June 28, 1999, pursuant
to which Atlas Copco AB unconditionally guarantees the prompt payment and
performance of the obligations and agreements of Atlas Copco North America and
Pandion Acquisition under the merger agreement. A copy of the guaranty is
attached hereto as Exhibit 2.2 and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable
(b) Pro Forma Financial Information
Not applicable
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 28, 1999, by
and among Rental Service Corporation, Atlas Copco North
America Inc. and Pandion Acquisition Corp.*
2.2 Guaranty executed by Atlas Copco AB dated June 28, 1999.*
99.1 Press Release issued by Rental Service Corporation dated
June 28, 1999.*
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* Filed as an Exhibit to the Solicitation/Recommendation Statement on
Schedule 14D-9 dated June 29, 1999 and incorporated by reference herein.
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Signature
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: July 6, 1999 By: /s/ Robert M. Wilson
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Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
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EXHIBIT INDEX
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Exhibit Description of Exhibit
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2.1 Agreement and Plan of Merger, dated as of June 28, 1999, by and
among Rental Service Corporation, Atlas Copco North America Inc.
and Pandion Acquisition Corp.*
2.2 Guaranty executed by Atlas Copco AB dated June 28, 1999.*
99.1 Press Release issued by Rental Service Corporation dated June 28,
1999.*
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* Filed as an Exhibit to the Solicitation/Recommendation Statement on
Schedule 14D-9 dated June 29, 1999 and incorporated by reference herein.
