SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 23
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"or "United Rentals"), 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" or "Rental
Service"), 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(a) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On June 9, 1999, representatives of Morgan Stanley & Co. Incorporated
("Morgan Stanley") and Merrill Lynch Pierce, Fenner & Smith Incorporated
("Merrill Lynch"), financial advisors to Rental Service, contacted by
telephone a representative of Goldman, Sachs & Co. ("Goldman, Sachs"),
financial advisor to United Rentals. The Morgan Stanley and Merrill Lynch
representatives informed the Goldman, Sachs representative that the Rental
Service Board has directed its financial advisors to explore alternatives,
including a sale of Rental Service.
The Morgan Stanley and Merrill Lynch representatives also advised that
the Rental Service Board has authorized its advisors to provide business
and financial information, and access to senior management, of Rental
Service, but only to parties who enter into a confidentiality/standstill
agreement with Rental Service. However, the proposed agreement, among other
things, would require United Rentals to terminate its tender offer and
consent solicitation, and to commit to a 12-month standstill. They further
advised that no draft of this agreement was presently available, but that
one would be available in a day or two.
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: June 9, 1999
