SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 19
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 (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(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 28, 1999, Parent issued a press release announcing the
extension of the Expiration Date of the Offer until 12:00 midnight, New
York City time, on Friday, June 18, 1999. The Offer was previously
scheduled to expire at 12:00 midnight on May 27, 1999. As of midnight, New
York City time, on May 27, 1999, 3,639,088 Shares (including 934,200 Shares
tendered by notice of guaranteed delivery), or approximately 15% of the
24,268,770 Shares outstanding at such time, were validly tendered and not
withdrawn. The full text of the press release is filed as Exhibit (a)(25)
hereto and is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(25) Press Release of Parent dated May 28, 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: May 28, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
(a)(25) Press Release of Parent dated May 28, 1999.
[United Rentals Logo]
FOR IMMEDIATE RELEASE
UNITED RENTALS, INC. EXTENDS $22.75 PER SHARE CASH
TENDER OFFER FOR RENTAL SERVICE CORPORATION
GREENWICH, CT, MAY 28, 1999 - United Rentals, Inc. (NYSE: URI)
today announced that it has extended its $22.75 per share cash tender offer
for shares of Rental Service Corporation (NYSE: RSV) to midnight, New York
City time, on June 18, 1999. The tender offer was previously scheduled to
expire at midnight on May 27, 1999.
As of midnight on May 27, Rental Service stockholders had validly
tendered 3,639,088 shares pursuant to the tender offer, representing
approximately 15% of the 24,268,770 common shares outstanding.
United Rentals announced its $22.75 per share all cash offer for the
outstanding shares of Rental Service on April 5. The offer represents a
32% premium to Rental Service's closing price on the last day of trading
prior to the announcement.
United Rentals, Inc. is the largest equipment rental company in North
America and serves over 900,000 customers through its network of 506
locations in 41 states, Canada and Mexico.
###
United Rentals, Inc.
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]
