SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 13
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
ATTENTION: 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 10022-3897
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(e) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 11, 1999, NationsRent filed a motion for summary judgment (the
"NationsRent Summary Judgment Motion") with respect to the litigation
initiated by Parent and Purchaser in the Chancery Court of the State of
Delaware (the "Delaware Court") on April 5, 1999. The NationsRent Summary
Judgment Motion attempts to dismiss Parent's and Purchaser's claims against
NationsRent set forth in Parent's and Purchaser's first amended and
supplemental complaint filed in the Delaware Court on May 10, 1999. Parent
believes the NationsRent Summary Judgment Motion is without merit and
intends to vigorously defend against this action.
The text of the NationsRent Summary Judgment Motion, a copy of which
is filed as Exhibit (g)(13) hereto, is incorporated by reference herein.
On May 13, 1999, Parent and Purchaser filed a memorandum of law in
opposition to the Company's motion for a preliminary injunction (the
"Preliminary Injunction Opposition Motion") with respect to the Company's
Clayton Act counterclaims in the litigation initiated by Parent and
Purchaser in the United States District Court for the District of
Connecticut (the "Connecticut Court"). In the Preliminary Injunction
Opposition Motion, Parent states that the Connecticut Court should reject
the Company's motion for a preliminary injunction because the Company
cannot satisfy any of the standards required to be met for the issuance of
a preliminary injunction.
The text of the Preliminary Injunction Opposition Motion, a copy of
which is filed as Exhibit (g)(14) hereto, is incorporated by reference
herein.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 13, 1999, Parent commenced mailing its Consent Solicitation
Statement to stockholders of record of the Company as of the close of
business on May 13, 1999.
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 11. MATERIALS TO BE FILED AS EXHIBITS.
(g)(13) Motion for Summary Judgment, dated May 11, 1999, filed
by NationsRent in the Court of Chancery of the State of
Delaware.
(g)(14) Memorandum of Law in Opposition to the Company's Motion
for a Preliminary Injunction, dated May 13, 1999, filed
by Parent and Purchaser in the United States District
Court for the District of Connecticut.
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: May 13, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
-------- -------
(g)(13) Motion for Summary Judgment, dated May 11, 1999, filed by
NationsRent in the Court of Chancery of the State of Delaware.
(g)(14) Memorandum of Law in Opposition to the Company's Motion for a
Preliminary Injunction, dated May 13, 1999, filed by Parent and
Purchaser in the United States District Court for the District of
Connecticut.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., a )
Delaware corporation, )
)
Plaintiffs, )
)
v. ) Civil Action No. 17090NC
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., )
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, INC., a )
Delaware corporation, )
)
Defendants. )
)
)
NOTICE OF MOTION
TO: David J. Margules, Esquire Lewis H. Lazarus, Esquire
Wolf, Block, Schorr & Solis-Cohen LL Morris, James, Hitchens & Williams
920 Market Street 222 Delaware Avenue
One Rodney Square, 3rd Floor Wilmington, Delaware 19801
Wilmington, DE 19801
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square, 7th Floor
Wilmington, DE 19801
PLEASE TAKE NOTICE that the attached Motion for Summary Judgment will
be presented to the Court at the earliest convenience of Court and counsel.
OF COUNSEL: /s/ Daniel A. Dreisbach
------------------------------------
Jesse A. Finkelstein
William Snipes Daniel A. Dreisbach
Sullivan & Cromwell Srinivas M. Raju
125 Broad Street Holly June Stiefel
New York, New York 10004 Richards, Layton & Finger
(212) 558-4000 One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendant
NationsRent, Inc.
Dated: May 11, 1999
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., a )
Delaware corporation, )
)
Plaintiffs, )
)
v. ) Civil Action No. 17090NC
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., )
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, INC., a )
Delaware corporation, )
)
Defendants. )
)
)
MOTION FOR SUMMARY JUDGMENT
NationsRent, Inc. ("NationsRent") by its undersigned counsel, hereby
moves pursuant to Court of Chancery rule 56 for summary judgment against
Plaintiffs on the grounds that there is no genuine issue of material fact
and that NationsRent is entitled to judgment as a matter of law. The
grounds for this motion are set forth more fully in NationsRent's brief to
be filed contemporaneously herewith.
OF COUNSEL: /s/ Daniel A. Dreisbach
------------------------------------
Jesse A. Finkelstein
William Snipes Daniel A. Dreisbach
Sullivan & Cromwell Srinivas M. Raju
125 Broad Street Holly June Stiefel
New York, New York 10004 Richards, Layton & Finger
(212) 558-4000 One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendant
NationsRent, Inc.
Dated: May 11, 1999
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., a )
Delaware corporation, )
)
Plaintiffs, )
)
v. ) Civil Action No. 17090NC
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., )
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, INC., a )
Delaware corporation, )
)
Defendants. )
)
)
ORDER
Upon the motion by NationsRent, Inc. ("NationRent") for summary
judgment, the Court having considered the motion and arguments of the parties:
IT IS HEREBY ORDERED this ____ day of _______________, 1999, that
NationsRent's motion for summary judgment is hereby GRANTED.
___________________________________
Vice Chancellor
CERTIFICATE OF SERVICE
I hereby certify this 11th day of May, 1999, that I caused
copies of the foregoing documents to be served by hand upon the following
counsel:
Lewis H. Lazarus, Esquire
Morris, James, Hitchens & Williams
222 Delaware Avenue
Wilmington, DE 19801
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, DE 19801
David J. Margules, Esquire
Wolf, Block, Schorr & Solis-Cohen LLP
Suite 300
920 King Street
Wilmington, DE 19801
/s/ Srinivas Raju
----------------------------------
Srinivas Raju
UNITED STATES DISTRICT COURT
DISTRICT OF CONNECTICUT
UR ACQUISITION CORPORATION :
and UNITED RENTALS, INC., :
:
Plaintiffs, :
: CIVIL ACTION NO.
-against- : 399CV00625(DJS)
:
JAMES L. KIRK, RENTAL SERVICE :
CORPORATION, and NATIONSRENT, :
INC., :
:
Defendants. : May 13, 1999
MEMORANDUM OF LAW IN OPPOSITION
TO RENTAL SERVICE CORPORATION'S
MOTION FOR A PRELIMINARY INJUNCTION
Plaintiffs and Counter Defendants UR Acquisition Corporation and
United Rentals, Inc. (collectively, "United Rentals") and individual
Counter Defendants Bradley S. Jacobs, Richard J. Heckmann, Wayland R.
Hicks, John N. Milne, Michael J. Nolan and Gerald Tsai, Jr. (collectively
the "Individual Defendants") respectfully submit this memorandum of law in
opposition to the Motion for a Preliminary Injunction dated April 22, 1999
by Defendant Rental Service Corporation ("Rental Service").
Defendant and Counter Plaintiff Rental Service seeks a
preliminarily injunction barring United Rentals from electing the
Individual Defendants to the Board of Directors of Rental Service on the
ground that they would create an officer or director interlock allegedly in
violation of Section 8 of the Clayton Act, 15 U.S.C. section 19. However,
as discussed below, the Individual Defendants are former nominees; they
have been replaced by six independent nominees who are neither officers nor
directors of United Rentals. Therefore, Rental Service's Motion for a
Preliminary Injunction must be denied because, without an interlock, Rental
Service cannot demonstrate irreparable harm, or a likelihood of success on
the merits of its claims, or sufficiently serious questions going to the
merits to make such claims a fair ground for litigation, or that the
balance of hardships tips decidedly in its favor.(1)
STATEMENT OF FACTS
United Rentals is a Delaware corporation with its principal
executive offices in Greenwich, Connecticut. Declaration of Robin L. Smith
("Smith Decl.") paragraph 3. Rental Service is a Delaware Corporation with
its principal executive offices in Scottsdale, Arizona. Rental Service
Memorandum of Points and Authorities at 2.
On April 5, 1999, United Rentals commenced a non-discriminatory,
non-coercive, all cash offer to purchase all outstanding shares of Rental
Service common stock at a price of $22.75 per share, representing a 32%
premium over the closing price of such shares on the last trading day prior
to the offer ("Tender Offer"). On that day, United Rentals filed with the
SEC the following documents and information required to be disclosed by
Section 14(d) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder: a Schedule 14D-1, together with
exhibits thereto, including an Offer to Purchase dated April 5, 1999,
Summary Advertisement dated April 5, 1999, Press Release dated April 5,
1999, and Commitment Letter from Goldman Sachs Credit Partners L.P. dated
April 4, 1999.
United Rentals also took steps to exercise its rights to solicit
other Rental Service shareholders to act by written consent to replace the
Rental Service Board of Directors. On April 13, 1999, United Rentals filed
a preliminary Schedule 14A Consent Solicitation Statement with the
Securities and Exchange Commission ("SEC") (attached as Exhibit A to Smith
Decl.), which included nine proposed nominees to the Rental Service Board
of Directors, six of whom were the Individual Defendants. In an April 19,
1999 letter to Rental Service (received by Rental Service prior to the time
Rental Service filed its amended counterclaims and motion for a preliminary
injunction), United Rentals identified six alternate nominees for election
--------------------
(1) On April 29, 1999, United Rentals moved to dismiss Rental
Service's Amended Counterclaims pursuant to Federal Rule of
Civil Procedure 12(b)(6). That motion is pending before
this Court.
to the Rental Service Board of Directors who would serve if its nominees,
including the Individual Defendants, were "unable or unwilling to serve, or
[were] otherwise disqualified from serving, as directors of Rental
Service." Exhibit B to Smith Decl.(2) On April 27, 1999, United Rentals
replaced the Individual Defendants with the six alternates and filed a
revised Schedule 14A Consent Solicitation Statement with the SEC (attached
as Exhibit D to Smith Decl.) disclosing this information. On May 13, 1999,
United Rentals filed a definitive Schedule 14A Consent Solicitation
Statement (attached as Exhibit E to Smith Decl.), which states that United
Rentals' "primary purpose in seeking to elect the Nominees to the Rental
Service Board is to . . . facilitate the consummation of the [Tender] Offer
and the Proposed United Rentals Merger." Exhibit E to Smith Decl. at 3.(3)
As this public filing makes absolutely clear, all of the United Rentals
nominees now are individuals who are not United Rentals officers or
directors. Specifically, the six independent nominees who replaced the
Individual Defendants are: William E. Aaron, President of Executive
Monetary Management, Inc.; David A. Bronner, Esq., partner in Katten,
Muchin and Zavis; Peter Gold, certified public accountant at Peter Gold
CPA; David C. Katz, business consultant; Elliot H. Levine, certified
public accountant at Levine & Seltzer LLP; and Jeffrey M. Parker, President
of Financial Advisory Services of Genesis Capital, Inc. Exhibit E to Smith
Decl. at 4-5.
-------------------
(2) United Rentals also identified the six alternate nominees in an
April 21, 1999 filing with the SEC (also prior to the filing of
Rental Service's amended counterclaims and motion for preliminary
injunction). United Rentals' Sixth Amend- ment to Schedule 14D-1
(attached as Exhibit C to Smith Decl.).
(3) The record date for the consent solicitation is May 13, 1999.
Exhibit E to Smith Decl. at iii.
ARGUMENT
A. THE STANDARD FOR THE ISSUANCE
OF A PRELIMINARY INJUNCTION
The standard for the issuance of a preliminary injunction is well
established in the Second Circuit: "The party seeking the injunction must
demonstrate (1) irreparable harm should the injunction not be granted, and
(2) either (a) a likelihood of success on the merits, or (b) sufficiently
serious questions going to the merits and a balance of hardships tipping
decidedly toward the party seeking the injunction." Able v. United States,
44 F.3d 128, 130 (2d Cir. 1995) (citing Resolution Trust Corp. v. Elman,
949 F.2d 624, 626 (2d Cir. 1991)). Because Rental Service cannot satisfy
any of the above requirements, its motion for a preliminary injunction must
be denied.(4)
B. SINCE THERE IS NO PENDING OR THREATENED
OFFICER OR DIRECTOR INTERLOCK, RENTAL
SERVICE'S MOTION FOR A PRELIMINARY INJUNCTION
MUST BE DENIED ON THE MERITS
Section 8 of the Clayton Act prohibits any person from serving
simultaneously as a director or officer of any two competing corporations
if elimination of competition between them would constitute a violation of
U.S. antitrust laws. 15 U.S.C. section 19(a)(1); see BankAmerica Corp. v.
United States, 462 U.S. 122, 124-28 (1983) (reviewing the history of
Section 8); see also White v. Central Vt. Pub. Serv. Corp., 958 F. Supp.
174, 176-78 (D. Vt. 1996) (construing 1990 amendments to Section 8);
Protectoseal Co. v. Barancik, 1994-1 Trade Cas. (CCH) paragraph 70,494
(N.D. Ill. 1993) (same), aff'd, 23 F.3d 1184 (7th Cir. 1994).(5)
------------------
(4) Notably, nowhere in its Memorandum of Points and Authorities does
Rental Service address the balance of hardships.
(5) Section 8 contains certain de minimis exceptions which, given that
there are no interlocks, need not be addressed.
Even assuming that Rental Service and United Rentals are
competitors and do not fall within any of the de minimis exceptions to
Section 8, the Individual Defendants are no longer nominees, and the actual
nominees do not present a pending or threatened violation of Section 8.
Simply put, there is no interlock since no nominee is an officer or
director of United Rentals or, for that matter, any firm in the same
business as Rental Service. Without such an interlock, Rental Service
cannot demonstrate a likelihood of success on the merits of its claims or
sufficiently serious questions going to the merits to make such claims a
fair ground for litigation. See In re Penn Central Securities Litigation,
367 F. Supp. 1158, 1168 (E.D. Pa. 1973) (Section 8 claims are moot where no
interlock exists); see also Fallis v. Ambach, 710 F.2d 49, 54 (2d Cir.
1983) (appellants could not demonstrate a likelihood of success on the
merits or sufficiently serious questions going to the merits of their claim
because they failed to state a claim upon which relief can be granted).
C. RENTAL SERVICE CANNOT DEMONSTRATE THAT
IT WILL BE IRREPARABLY HARMED UNDER THE
ANTITRUST LAWS BY THE NOMINATION OF NINE
INDEPENDENT DIRECTORS
In the Second Circuit, irreparable harm is the "single most
important prerequisite for the issuance of a preliminary injunction."
Rodriguez v. DeBuono, Nos. 97-9152(L) et al., __ F.3d __, 1999 WL 247113,
at *4 (2d Cir. Mar. 23, 1999) (per curiam). "The movant must demonstrate
an injury that is neither remote nor speculative, but actual and imminent
. . . ." Id. "In the absence of a showing of irreparable harm, a motion
for a preliminary injunction should be denied." Id.
United Rentals has disclosed that its "primary purpose in seeking
to elect the Nominees to the Rental Service Board is to . . . facilitate
the consummation of the [Tender] Offer and the Proposed United Rentals
Merger." Exhibit E to Smith Decl. at 3. The nomination by United Rentals
of independent directors who have no interlocks, to achieve this legitimate
business purpose, cannot form the basis of "actual and imminent" injury
under the antitrust laws.
Rental Service argues that it will suffer irreparable harm
because the allegedly interlocking directors will "have the effect of
lessening competition" between United Rentals and Rental Service. Rental
Service Memorandum of Points and Authorities at 9. However, since there
are no interlocking directors and therefore no pending or threatened
violation of Section 8, Rental Service cannot show any injury, let alone
meet the high "actual and imminent" injury standard required for injunctive
relief. See United States v. W.T. Grant Co., 345 U.S. 629, 633 (1953)
(affirming trial court's refusal to grant injunctive relief where there was
no threat of a violation).
Finally, United Rentals' nomination of independent directors is
part of the public record, and its nominees could not be replaced without
having a serious negative impact on the timing and success of its consent
solicitation, and ultimately the Tender Offer.(6) As disclosed in the
definitive Consent Solicitation Statement dated May 13, 1999:
United Rentals believes the Amended Counterclaim and motion for
preliminary injunction are without merit and intends to
vigorously defend against such motion. However, United Rentals
believes that it is in the best interests of Rental Service
stockholders that United Rentals be able to move forward
expeditiously with its solicitation of consents and afford Rental
Service stockholders the opportunity to act on the Proposals.
Accordingly, in order to avoid delay in the consent solicitation,
each nominee originally designated by United Rentals who is an
officer and/or director of United Rentals has withdrawn as a
nominee, and a total of nine persons who are not directors or
officers of United Rentals or its affiliates have been designated
by United Rentals as Nominees.
Exhibit E to Smith Decl. at 4. Obviously, there is no "cognizable danger"
that an interlock will occur in the future. See W.T. Grant Co., 345 U.S.
at 633. Accordingly, since Rental Service cannot show that "relief is
needed," SEC v. Keller Indus., Inc., 342 F. Supp. 654, 660 (S.D.N.Y. 1972),
it has failed to satisfy its burden and its motion for injunctive relief
must be denied.
- ---------------
(6) The record date for the consent solicitation is May 13, 1999. In
order to replace any of its proposed nominees, which United Rentals
has no intention of doing, United Rentals would be required, among
other things, to request a new record date and modify its consent
solicitation statement.
D. THE BALANCE OF HARDSHIPS TIPS
DECIDEDLY IN FAVOR OF UNITED RENTALS
As demonstrated above, Rental Service has completely failed to
demonstrate that it will suffer any injury, let alone irreparable injury,
if its motion for injunctive relief is denied. In contrast, United Rentals
would suffer severe harm from the entry of an injunction:
The risk of an erroneous issuance of an injunction under
such circumstances must be weighed against the harm, itself
perhaps irreparable, the injunction may cause the parties
enjoined. There exists the danger that shareholders may view an
injunction inaccurately as a final determination of wrongdoing on
the part of First Union and influence the election in this way.
The equities do not warrant undertaking such a risk here.
Unicorp Financial Corp. v. First Union Real Estate Equity & Mortgage
Investments, 515 F. Supp. 249, 263 (S.D. Ohio 1981); accord Kennecott
Copper Corp. v. Curtiss-Wright Corp., 584 F.2d 1195, 1200 (2d Cir. 1978)
("There is a very strong likelihood, however, that the election results
were influenced by the criticism of Curtiss-Wright contained in the
district court's election-eve decision."); Pantry Pride, Inc. v. Rooney,
598 F. Supp. 891, 902 (S.D.N.Y. 1984) (drastic relief requested by
plaintiff would send wrong message to Pantry Pride stockholders). Since
the balance of hardships tips decidedly in favor of United Rentals and
Rental Service cannot demonstrate irreparable harm, or a likelihood of
success on the merits, or sufficiently serious questions going to the
merits to make such claims a fair ground for litigation, Rental Service's
motion for injunctive relief must be denied.
CONCLUSION
For the foregoing reasons, this Court must deny Rental Service's
motion for a preliminary injunction.
PLAINTIFFS-COUNTER DEFENDANTS UR ACQUISITION
CORPORATION and UNITED RENTALS, INC. and COUNTER-
DEFENDANTS BRADLEY S. JACOBS, RICHARD J. HECKMANN,
WAYLAND R. HICKS, JOHN N. MILNE, MICHAEL J. NOLAN
AND GERALD TSAI, JR.
By: /s/ Robin L. Smith
---------------------------------
Thomas J. Groark, Jr. (ct04245)
Richard M. Reynolds (ct06124)
Philip S. Wellman (ct09636)
Robin L. Smith (ct13345)
DAY, BERRY & HOWARD LLP
CityPlace I
Hartford, Connecticut 06103
(860) 275-0100
OF COUNSEL:
Jay B. Kasner
Clifford H. Aronson
Steven J. Kolleeny
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing has been served on
the following counsel and parties this date, via overnight courier:
Marc W. Rappel, Esquire
LATHAM & WATKINS
633 West Fifth Street
Suite 4000
Los Angeles, CA 90071
Joseph B. Frumkin, Esquire
SULLIVAN & CROMWELL
125 Broad Street
New York, NY 10004
and via hand delivery to:
William H. Champlin III, Esquire
Mark V. Connolly, Esquire
TYLER, COOPER & ALCORN, LLP
CityPlace I 35th Floor
Hartford, CT 06103-3488
Robert A. Izard, Esquire
Bradford S. Babbitt, Esquire
ROBINSON & COLE LLP
280 Trumbull Street
Hartford, CT 06103-3597
/s/ Robin L. Smith
------------------------------------
Robin L. Smith
