SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 24
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"), 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 and amended as of June 9, 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 Friday, June 11, 1999, based on the agreement of the parties, the
United States District Court for the District of Connecticut (the "Connecticut
Court") dismissed the Company's counterclaims alleging violations of Section 8
of the Clayton Act in the pending litigation before the Connecticut Court on
the ground that they are moot. The Company and Parent and Purchaser agreed
to the dismissal of these counterclaims based on the representations of
Parent and Purchaser that no officer, director or employee of Parent will be
nominated to serve, or will serve, as a director of the Company and the prior
withdrawal of Parent's nominees who were officers or directors of Parent. The
Connecticut Court made no finding regarding the merits of these claims.
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 15, 1999
