SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 3
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
Attn.: 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
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"), hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed with the
Securities 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 (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").
Item 10. Additional Information.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On April 13, 1999, Parent issued a press release announcing that
Parent has filed a preliminary consent solicitation statement with the
Commission. The consent solicitation seeks the consent of the stockholders
of the Company to, among other things, the removal of all of the current
members of the Company Board and the election of up to nine nominees
selected by Parent to the Company Board. Parent has requested the Company
Board to set April 26, 1999 as the record date for the consent
solicitation.
Parent also announced that it has filed preliminary proxy materials
with the Commission which would be used to solicit proxies from the Company
stockholders in opposition to the Company's existing merger agreement with
NationsRent, Inc. The Company has not yet set a meeting or record date in
connection with the stockholder vote on the NationsRent transaction.
The foregoing is qualified in its entirety by reference to the text of
the press release, a copy of which is filed as Exhibit (a)(10) hereto and
is incorporated by reference herein.
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.
(a)(10) Press Release of Parent dated April 13, 1999.
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: April 13, 1999
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
(a)(10) Press Release of Parent dated April 13, 1999.
FOR IMMEDIATE RELEASE
UNITED RENTALS FILES PRELIMINARY CONSENT SOLICITATION
STATEMENT TO REPLACE RENTAL SERVICE BOARD
Also Files Preliminary Proxy Statement For Solicitation To Oppose
Rental Service/NationsRent Merger
Greenwich, CT, April 13, 1999 -- United Rentals, Inc. (NYSE: URI)
today announced that it filed a preliminary consent solicitation statement
with the Securities and Exchange Commission to solicit written consents
from the stockholders of Rental Service Corp. (NYSE: RSV) to replace the
Rental Service board of directors with nominees proposed by United Rentals.
The Company also requested that the Rental Service board set Monday, April
26, 1999 as the record date for this solicitation.
In addition, the Company filed preliminary proxy materials with the
SEC to solicit proxies from Rental Service stockholders to vote against the
proposed merger of Rental Service with NationsRent, Inc. (NYSE: NRI).
Rental Service announced the proposed merger with NationsRent in January
but has not yet set a meeting or record date for a stockholder vote.
Bradley Jacobs, chairman and chief executive officer of United
Rentals, said, "We believe the Rental Service board should support our cash
offer, but we want to be in a position to replace the board if it seeks to
deny its stockholders the right to accept our proposal. Our offer of $22.75
per share, on terms announced on April 5th, represents an approximately 32%
premium over Rental Service's $17.25 closing price prior to the
announcement."
United Rentals is the largest equipment rental company in North
America and serves over 900,000 customers through its network of 470
locations in 40 states, Canada and Mexico.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any shares of Rental Service Corp. Such
offer is made solely by the Offer to Purchase dated April 5, 1999 of United
Rentals, Inc. and UR Acquisition Corporation and the related Letter of
Transmittal. In addition, this press release should not be construed to
constitute a solicitation of proxies for any meeting of the stockholders of
Rental Service, nor should this press release be construed to constitute a
solicitation of any consent. Any such solicitation which United Rentals or
any affiliate thereof might make would be made only pursuant to separate
proxy or consent materials prepared and filed with the Securities and
Exchange Commission in compliance with the requirements of the Securities
Exchange Act of 1934.
-- more --
Certain Information Concerning Participants
United Rentals, Inc. ("United Rentals"), UR Acquisition Corporation
("UR Acquisition") and the following persons named below may be deemed to
be "participants" in the solicitation of consents and/or proxies from
stockholders of Rental Service Corporation ("Rental Service"): the
directors of United Rentals (Bradley S. Jacobs (Chairman of the Board and
Chief Executive Officer), Wayland R. Hicks (Vice Chairman and Chief
Operating Officer), John N. Milne (Vice Chairman, Chief Acquisition Officer
and Secretary), William F. Berry (President), John S. McKinney (Vice
President, Finance), Leon D. Black, Richard D. Colburn, Ronald M. DeFeo,
Michael S. Gross, Richard J. Heckmann, Gerald Tsai, Jr. and Christian M.
Weyer); the following executive officers and employees of United Rentals:
Michael J. Nolan (Chief Financial Officer) and Robert P. Miner (Vice
President, Strategic Planning); and the nominees of United Rentals (the
"Nominees") to stand for election to the Board of Directors of Rental
Service (Messrs. Jacobs, Richard N. Daniel, Heckmann, Hicks, Milne, Nolan,
Raymond S. Troubh and Tsai, and Ms. Stephanie R. Joseph).
As of April 12, 1999, United Rentals is the beneficial owner of 100
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Rental Service. Other than set forth herein, as of such date, neither
United Rentals, UR Acquisition nor any of the persons listed above, has any
interest, direct or indirect, by security holding or otherwise, in Rental
Service.
United Rentals has retained Goldman, Sachs & Co. ("Goldman Sachs")
to act as its financial advisor and the Dealer Managers in connection with
the tender offer (the "Offer") by United Rentals and UR Acquisition to
purchase the shares of Common Stock of Rental Service for $22.75 per share
in cash, for which Goldman Sachs may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, United
Rentals has agreed to indemnify Goldman Sachs and certain related persons
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. United Rentals has
also entered into a commitment letter with Goldman Sachs Credit Partners
L.P. ("GSCP") relating to the financing of the Offer pursuant to which GSCP
may receive substantial fees, as well as reimbursement of reasonable
out-of-pocket expenses. Goldman Sachs does not admit that it or any of its
partners, directors, officers, employees, affiliates or controlling
persons, if any, is a "participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in the solicitation
of consents and/or proxies, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs. In connection with Goldman
Sachs' role as financial advisor to United Rentals, the following
investment banking employees of Goldman Sachs may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Rental Service and may solicit
consents and/or proxies there from: Bruce J. Evans, Robert D. Lipman,
Jeffrey M. Moslow and Cody J. Smith. Goldman Sachs engages in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of
its business Goldman Sachs may trade securities of Rental Service for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Goldman Sachs has
informed United Rentals that, as of the close of business on April 12,
1999, Goldman Sachs held no shares of the Common Stock of Rental Service
for its own account. Goldman Sachs and certain of its affiliates may have
voting and dispositive power with respect to certain shares of Rental
Service Common Stock held in asset management, brokerage and other
accounts. Goldman Sachs and such affiliates disclaim beneficial ownership
of such shares of Rental Service Common Stock.
###
Investor contact: Media contact:
Robert Miner Fred Bratman or Tracy Williams
United Rentals Sard Verbinnen & Co.
Phone: 203-622-3131 Phone: 212-687-8080
Fax: 203-622-6080 Fax: 212-687-8344
E-mail: [email protected] E-mail: [email protected]
or [email protected]
