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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. 1)
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. 1 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 13, 1999, RSC distributed to its General, District and Regional
Managers, for forwarding to RSC's employees, a list of employee-related
questions and answers relating to the Offer and the other transactions
contemplated by the Agreement and Plan of Merger, dated as of June 28, 1999,
among RSC, Atlas Copco and Pandion Acquisition. A copy of the list of employee-
related questions and answers is filed as Exhibit 44 hereto and is incorporated
by reference herein.
Item 9. Material to be Filed as Exhibits.
44 List of Employee-Related Questions and Answers.
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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 15, 1999 Rental Service Corporation
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 44
List of Employee-Related Questions and Answers
Q. What is the structure of the transaction? What will happen to RSC?
A. The merger agreement announced on June 28th contemplates a tender offer by
Atlas Copco to purchase all of RSC's outstanding shares of stock for $29.00 per
share in cash. Following the completion of the tender offer, upon the
satisfaction or waiver of certain conditions, the merger agreement provides that
shares not acquired by Atlas Copco in the tender offer will be converted into
the right to receive $29.00 per share in cash in a second-step merger. After
the merger closes, RSC will become a wholly owned subsidiary/division of Atlas
Copco North America Inc., a U.S. subsidiary of Swedish-based Atlas Copco AB.
Q. When will the transaction be completed?
A. The tender offer commenced on June 29th and is initially scheduled to expire
on July 27th. While we can't be sure when the transaction will be completed, we
expect that the second-step merger will occur shortly after the final expiration
of the tender offer.
Q. What is a "tender offer"?
A. Simply put, it means Atlas Copco has offered RSC's stockholders $29.00 per
share in cash for their shares. If you tender your shares into the offer then,
subject to the completion of the tender offer, you will receive $29.00 in cash
for each share tendered.
Q. How do I "tender" my shares?
A. Generally, tendering your shares requires you or your broker to deliver your
share certificates to a depositary retained by Atlas Copco for the purpose of
receiving, examining and counting tendered shares. The exact procedure for
tendering your shares, however, will depend on how your shares are currently
"held". For example, if you participate in our ESPP, your shares are likely
held by Merrill Lynch in your name. You will receive a packet of information
from Merrill Lynch at your home address which will include detailed instructions
on how to tender your shares. If you are an ESPP participant, you may also
contact Merrill Lynch directly at 800-621-3777 for additional guidance. If you
hold
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shares outside the ESPP or through your broker, you will receive your packet of
information directly from Atlas Copco or from your broker. You should contact
your broker for instructions on how to tender your shares.
Q: What if I don't tender my shares?
A. If the tender offer is completed and all conditions to the second-step
merger are satisfied or waived, your shares will be converted into the right to
receive $29.00 per share in cash in the second-step merger, unless you properly
exercise your rights to an appraisal of your shares under Delaware law. Your
appraisal rights are summarized in the packet of information being distributed
to you.
Q. How is the transaction going to affect our Employee Stock Purchase Plan
(ESPP)?
A. Once the second-step merger is completed, our ESPP will terminate.
Q. The first offering period for the ESPP ended on June 30th - what happened to
the money I contributed to the ESPP between January 1st and June 30th?
A. Your ESPP dollars were used to purchase RSC shares at the calculated price
of $12.86 per share (the plan allows for purchase of the stock at the lower of
the two prices at the beginning of the period - Jan 1 or the close of the period
- - June 30, minus a 15% discount). These shares are held in your name by Merrill
Lynch and can be tendered in the tender offer by following the procedures
outlined in the materials you will be receiving.
Q. There may be several pay periods between the beginning of the second
offering period for the ESPP (July 1st) and the closing of the transaction.
What happens to the money I contribute during that period?
A. If you are currently enrolled in the ESPP, your contributions will continue
until the transaction closes. At the closing of the second-step merger, the
second offering period will end. Your contribution dollars will be used to
purchase shares according to the ESPP, although the offering period could be
shorter than usual. The number of shares will be calculated based on the lower
of the price on July 1st or the day immediately prior to the closing of the
second-step merger and using the 15% discount. Upon the closing, you will
receive $29.00 in cash for each calculated share. Applicable taxes will be
deducted and you will receive a check for the appropriate amount.
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Q. When I tender shares purchased through the ESPP will there be any commission
or sales charge resulting from the transaction?
A. If you are an active RSC employee who has purchased shares through the ESPP,
there will be no related commission or sales charge when your shares are
tendered. However, RSC may be required to withhold taxes on some of the
payments made to you for your tendered shares.
Q. Will our ESPP be replaced with a similar employee stock purchase plan from
Atlas Copco?
A. At this time, we do not know if Atlas Copco has an ESPP or if Atlas Copco
plans on replacing our ESPP.
Q. How will this merger affect RSC's 401(k) plan?
A. RSC's 401(k) plan will continue for the time being. However, Atlas Copco
and RSC plan on reviewing the 401(k) plan to determine what future course of
action may be appropriate. At this time, we have not started discussions in
this area and no decisions have been made.
Q. Will our medical and dental benefits change? How?
A. Atlas Copco and RSC plan on reviewing all current benefits plans to see if
making changes would provide a cost benefit due to the larger group of
employees. At this time, we have not started discussions in this area and no
decisions have been made.
Q. I just received a copy of the Supplemental Severance Pay Plan in the mail,
is the plan still in effect?
A. Yes. If the tender offer is completed and Atlas Copco acquires 50% or more
of the outstanding shares, a "change in control" under the Supplemental
Severance Pay Plan will occur. Therefore, benefits under the Supplemental
Severance Pay Plan will be payable if they are triggered pursuant to the terms
of the plan within 12 months after the completion of the tender offer.
