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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Rental Service Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-0569350
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(State of incorporation or organization) (IRS Employer Identification No.)
6929 E. Greenway Pkwy., Suite 200, Scottsdale, Arizona 85254
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section Section 12(g) of the Exchange Act and is
12(b) of the Exchange Act and is effective pursuant to General Instruction
effective pursuant to General A.(d), check the following box.[_]
Instruction A.(c), check the
following box. [X]
Securities Act registration statement file number to which this form relates:
____________________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered.
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On April 15, 1999, the Board of Directors of Rental Service
Corporation (the "Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of the
Company declared a dividend of one preferred share purchase right (the "Rights")
for each outstanding share of common stock, par value $.01 per share (the
"Common Shares"), of the Company outstanding at the close of business on April
30, 1999 (the "Record Date"). Each Right will entitle the registered holder
thereof, after the Rights become exercisable and until April 16, 2009 (or the
earlier redemption, exchange or termination of the Rights), to purchase from the
Company one one-thousandth (1/1,000th) of a share of Series A Junior
Participating Preferred Stock, par value $.01 per share (the "Preferred
Shares"), at a price of $150.00 per one one-thousandth (1/1,000th) of a
Preferred Share, subject to certain anti-dilution adjustments (the "Purchase
Price"). Until the earlier to occur of (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons has
acquired, or obtained the right to acquire, beneficial ownership of 10% or more
of the Common Shares (an "Acquiring Person") or (ii) the occurrence of the tenth
business day (or such later date as may be determined by action of the Board of
Directors prior to such time as any person or group of affiliated persons
becomes an Acquiring Person) following the commencement or announcement of an
intention to make a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 10% or more of
the Common Shares (the earlier of (i) and (ii) being called the "Distribution
Date"), the Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate. No person would become an Acquiring Person solely as the result of
any one or more of the following: (i) an acquisition of Common Shares by the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 10% or more
of the Common Shares of the Company then outstanding; (ii) the holding or
acquisition by NationsRent, Inc. ("NationsRent") (or any officer, director,
Affiliate or Associate of NationsRent) of Beneficial Ownership of Common Shares
of the Company pursuant to the grant by the Company to NationsRent of the Stock
Option Agreement (as defined in the Agreement and Plan of Merger, dated as of
January 20, 1999 (the "Merger Agreement"), between the Company and NationsRent)
or the issuance of Common Shares of the Company to NationsRent under the Stock
Option Agreement; (iii) the acquisition by any Person of Beneficial Ownership of
Common Shares of the Company issued or to be issued pursuant to Merger Agreement
or (iv) the acquisition by any director or officer of NationsRent or any Person
who may be deemed an Affiliate or an Associate of NationsRent of Beneficial
Ownership of Common Shares of the Company issued or the issuance of Common
Shares of the Company pursuant to NationsRent Options (as defined in the Rights
Plan) under the terms of the Merger Agreement until, in the case of each of
clauses (i) through (iv), such time after the date hereof as any of such Persons
shall become the Beneficial Owner (other than pursuant to a dividend or
distribution paid or made by the Company on the outstanding Common Shares of the
Company or pursuant to a split or subdivision of the outstanding Common Shares)
of any additional Common Shares (other than any such additional Common Shares
acquired in a transaction which is the subject of any of the exceptions
described in the foregoing clauses (ii) through (iv)) and shall thereby become
the
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Beneficial Owner of 10% or more of the Common Shares of the Company then
outstanding (other than as a consequence of clause (i)). The Rights will be
transferred with and only with the Common Shares until the Distribution Date or
earlier redemption or expiration of the Rights. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights. The Rights will at no time have any
voting rights. The Board of Directors of the Company has determined to delay the
distribution of the Rights until the earlier of the date on which an Acquiring
Person becomes such and such date as may be determined by action of the Board of
Directors of the Company prior to the time any person or group becomes an
Acquiring Person.
Each Preferred Share purchasable upon exercise of the Rights will be
entitled, when, as and if declared, to a minimum preferential quarterly dividend
payment of $1.00 per share but will be entitled to an aggregate dividend of
1,000 times the dividend, if any, declared per Common Share. In the event of
liquidation, dissolution or winding up of the Company, the holders of the
Preferred Shares will be entitled to a preferential liquidation payment of
$1,000 per share plus any accrued but unpaid dividends but will be entitled to
an aggregate payment of 1,000 times the payment made per Common Share. Each
Preferred Share will have 1,000 votes and will vote together with the Common
Shares. Finally, in the event of any merger, consolidation or other transaction
in which Common Shares are exchanged, each Preferred Share will be entitled to
receive 1,000 times the amount received per Common Share. Preferred Shares will
not be redeemable. These Rights are protected by customary anti-dilution
provisions. Because of the nature of a Preferred Share's dividend, liquidation
and voting rights, the value of one one-thousandth of a Preferred Share
purchasable upon exercise of each Right should approximate the value of one
Common Share.
In the event that a Person becomes an Acquiring Person or if the
Company were the surviving corporation in a merger with an Acquiring Person or
any affiliate or associate of an Acquiring Person and the Common Shares were not
changed or exchanged, each holder of a Right, other than Rights that are or were
acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise
that number of Common Shares having a market value of two times the then current
Purchase Price of one Right. In the event that, after a person has become an
Acquiring Person, the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current Purchase Price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction would have a market
value of two times the then current Purchase Price of one Right.
At any time after a Person becomes an Acquiring Person and prior to
the earlier of one of the events described in the last sentence in the previous
paragraph or the acquisition by such Acquiring Person of 50% or more of the then
outstanding Common Shares, the Board of Directors may cause the Company to
exchange the Rights (other than Rights owned by an
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Acquiring Person which have become void), in whole or in part, for Common Shares
at an exchange rate of that number of Common Shares having an aggregate value
equal to the Spread (as defined in the Agreement) (with such value being based
on the current per share market price (as determined pursuant to Section 11.4 of
the Agreement)) on the date of the occurrence of a Trigger Event (as defined in
the Agreement) per Right (subject to adjustment).
The Rights may be redeemed in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") by the Board of Directors at any time
prior to the time that an Acquiring Person has become such. The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The Rights will expire on April 16, 2009 or, as required by the Merger
Agreement, on the earlier of (i) the 60th day following termination of the
Merger Agreement or (ii) the 60th day following the closing of any merger or
other acquisition transaction involving the Company pursuant to certain types of
agreements. ChaseMellon Shareholder Services, L.L.C. is the Rights Agent.
The Purchase Price payable, and the number of one one-thousandths of a
Preferred Share or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares or convertible securities at less than the current market price
of the Preferred Shares or (iii) upon the distribution to holders of the
Preferred Shares of evidences of indebtedness, cash, securities or assets
(excluding regular periodic cash dividends at a rate not in excess of 125% of
the rate of the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate not in
excess of 50% of the average net income per share of the Company for the four
quarters ended immediately prior to the payment of such dividend, or dividends
payable in Preferred Shares (which dividends will be subject to the adjustment
described in clause (i) above)) or of subscription rights or warrants (other
than those referred to above).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company beyond those as an existing stockholder,
including, without limitation, the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement dated as of April 16,
1999 between the Company and the Rights Agent (the "Rights Agreement") may be
amended by the Board of Directors of the Company for so long as the Rights are
then redeemable, and after the Rights are no longer redeemable, the Company may
amend or supplement the Rights Agreement in any manner that does not adversely
affect the interests of the holder of the Rights.
One Right will be distributed to stockholders of the Company for each
Common Share owned of record by them on April 30, 1999. As long as the Rights
are attached to the
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Common Shares, the Company will issue one Right with each new Common Share so
that all such shares will have attached Rights. The Company has agreed that,
from and after the Distribution Date, the Company will reserve 40,000 Preferred
Shares initially for issuance upon exercise of the Rights.
The Company's Board of Directors adopted the Rights Agreement after
considering (i) the inadequacy of the price offered to stockholders of the
Company in the tender offer commenced by a subsidiary of United Rentals, Inc.,
(ii) the risk that the United Rentals tender offer will not be consummated and
(iii) the Company's plan to complete the merger with NationsRent pursuant to the
Merger Agreement. The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the Company without
paying all stockholders a control premium. The Rights will cause substantial
dilution to a person or group that acquires 10% or more of the Company's stock
on terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board of
Directors at any time prior to the first date that a Person or group has become
an Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the text
of the press release announcing the declaration of the Rights, are incorporated
herein by reference as exhibits to this Current Report. The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibits.
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Item 2. Exhibits
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4. Rights Agreement, dated as of April 16, 1999 between Rental
Service Corporation and ChaseMellon Shareholder Services, L.L.C. which
includes the form of Certificate of Designations of the Series A
Junior Participating Preferred Stock of Rental Service Corporation as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 4 of Rental Service Corporation's Current Report
on Form 8-K dated April 16, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
RENTAL SERVICE CORPORATION
Dated: April 16, 1999 By: /s/ Robert M. Wilson
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Robert M. Wilson
Chief Financial Officer and Secretary
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EXHIBIT INDEX
4. Rights Agreement, dated as of April 16, 1999 between Rental
Service Corporation and ChaseMellon Shareholder Services, L.L.C. which
includes the form of Certificate of Designations of the Series A
Junior Participating Preferred Stock of Rental Service Corporation as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preferred Shares as Exhibit C (incorporated by
reference to Exhibit 4 of Rental Service Corporation's Current Report
on Form 8-K dated April 16, 1999).
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