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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 3, 1999 (July 28, 1999)
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Rental Service Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-21237 33-0569350
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona 85254
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (480) 905-3300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 1. Changes in Control of Registrant
(a) As a result of the filing of a Certificate of Ownership and Merger
with the Secretary of State of the State of Delaware on July 29, 1999 (the
"Effective Time"), Pandion Acquisition Corp., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Atlas Copco North America Inc., a
Delaware corporation ("Parent"), was merged (the "Merger") with and into Rental
Service Corporation, a Delaware corporation (the "Registrant"), with the
Registrant continuing as the surviving corporation (the "Surviving
Corporation"), in accordance with that certain Agreement and Plan of Merger,
dated as of June 28, 1999, among the Registrant, the Purchaser and Parent (the
"Merger Agreement"). As a result of the Merger and at the Effective Time, the
Surviving Corporation became, as of the Effective Time, a wholly owned
subsidiary of Parent, and the Purchaser ceased to exist as a separate corporate
entity.
The Merger occurred subsequent to a tender offer (the "Offer") by the
Purchaser for all outstanding shares of common stock, par value $.01 per share
(the "Shares"), of the Registrant at a purchase price of $29.00 per Share in
cash, without interest, which Offer expired at 12:00 Midnight, New York City
time, on Tuesday, July 27, 1999. On July 28, 1999, the Purchaser accepted for
payment a total of 23,015,702 Shares (including 673,600 Shares subject to
guarantees of delivery), representing approximately 94.7% of the issued and
outstanding Shares immediately prior to the Effective Time. As a result of the
Offer, the Purchaser purchased and acquired a total of 22,991,732 Shares.
At the Effective Time, each issued and outstanding Share (other than Shares
owned by the Registrant or any wholly owned subsidiary of the Registrant or by
Parent, the Purchaser or any other wholly owned subsidiary of Parent and by
stockholders who properly exercise appraisal rights under the General
Corporation Law of the State of Delaware (the "DGCL")) was converted into and
became the right to receive $29.00 per Share in cash, without interest, upon
surrender and delivery of the certificate(s) representing such Shares (together
with a properly completed and duly executed letter of transmittal described
below) to ChaseMellon Shareholder Services, L.L.C., as disbursing agent in
connection with the Merger. Notwithstanding the Merger, Shares held by former
stockholders of the Registrant may be subject to appraisal if appraisal rights
are properly exercised under the DGCL as described in the Notice of Merger and
Appraisal Rights Available to Former Stockholders of Rental Service Corporation
dated July 30, 1999 and the related Letter of Transmittal (which together
constitute the "Notice of Merger"), which Notice of Merger was mailed to former
stockholders of the Registrant on July 30, 1999.
As a result of the Merger, the transfer books of the Registrant were closed
as of the Effective Time and trading in the Shares on The New York Stock
Exchange (the "NYSE") was suspended by the NYSE prior to the opening of the
market on July 30, 1999.
In accordance with the terms of the Merger Agreement, all of the members of
the Board of Directors of the Registrant (except Martin R. Reid and John M.
Sullivan) resigned effective as of the acceptance for payment and payment for
Shares by the Purchaser pursuant to the Offer. Pursuant to the Merger Agreement,
as of the Effective Time, (1) Messrs. Reid and Sullivan resigned from the Board
of Directors and (2) Lennart Johansson, Bengt Kvarnback, Giulio
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Mazzalupi and Mark Cohen, each a director of the Purchaser immediately prior to
the Effective Time, became the directors of the Surviving Corporation.
(b) There are no arrangements known to the Registrant, including any
pledge by any person of securities of the Registrant, the operation of which may
at a subsequent date result in a change in control of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of June 28, 1999, by and
among Rental Service Corporation, Atlas Copco North America Inc.
and Pandion Acquisition Corp.*
2.2 Notice of Merger and Appraisal Rights Available to Former
Stockholders of Rental Service Corporation dated July 30, 1999.
2.3 Letter of Transmittal to Surrender Certificates Formerly
Representing Shares of Common Stock of Rental Service Corporation
dated July 30, 1999.
99.1 Press Release issued jointly by Rental Service Corporation and
Atlas Copco North America Inc. on June 30, 1999.
__________________
* Filed as an Exhibit to the Solicitation/Recommendation Statement on
Schedule 14D-9 dated June 29, 1999 and incorporated by reference herein.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENTAL SERVICE CORPORATION
Date: August 3, 1999 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 INDEX
Exhibit Description of Exhibit
- ------- --------------------------------------------------------------
2.1 Agreement and Plan of Merger, dated as of June 28,
1999, by and among Rental Service Corporation,
Atlas Copco North America Inc. and Pandion
Acquisition Corp.*
2.2 Notice of Merger and Appraisal Rights Available to
Former Stockholders of Rental Service Corporation
dated July 30, 1999.
2.3 Letter of Transmittal to Surrender Certificates
Formerly Representing Shares of Common Stock of
Rental Service Corporation dated July 30, 1999.
99.1 Press Release issued jointly by Rental Service
Corporation and Atlas Copco North America Inc. on
June 30, 1999.
__________________
* Filed as an Exhibit to the Solicitation/Recommendation Statement on
Schedule 14D-9 dated June 29, 1999 and incorporated by reference herein.
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EXHIBIT 2.2
RENTAL SERVICE CORPORATION
c/o Atlas Copco North America Inc.
34 Maple Avenue
Pinebrook, NJ 07058
NOTICE OF MERGER AND APPRAISAL RIGHTS
AVAILABLE TO FORMER STOCKHOLDERS OF
RENTAL SERVICE CORPORATION
To the Holders of Certificates Formerly
Representing Common Stock of Rental Service Corporation
NOTICE IS HEREBY GIVEN pursuant to Sections 253(d) and 262(d)(2) of the
General Corporation Law of the State of Delaware (the "DGCL") that, effective on
July 29, 1999 (the "Effective Time"), Pandion Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Atlas Copco North
America Inc., a Delaware corporation ("Parent"), was merged (the "Merger") with
and into Rental Service Corporation, a Delaware corporation (the "Company").
Immediately prior to the Effective Time, Purchaser owned approximately 95% of
the outstanding shares of common stock, par value $.01 per share (the "Shares"),
of the Company. The Merger was effected pursuant to Section 253 of the DGCL.
Pursuant to Section 253 of the DGCL, no action was required by the stockholders
of the Company (other than Purchaser) for the Merger to become effective.
As a result of the Merger, the Company is now a wholly owned subsidiary of
Parent. Pursuant to the terms of the Merger, each Share outstanding immediately
prior to the Effective Time (other than Shares held directly or indirectly by
the Company, Parent or any subsidiary of Parent) has been converted, subject to
the appraisal rights described below, into the right to receive from the Company
$29.00 in cash, without interest thereon, upon surrender of certificates for
such Shares to ChaseMellon Shareholder Services, L.L.C., as Disbursing Agent
(the "Disbursing Agent"), as set forth in the enclosed letter of transmittal
(the "Letter of Transmittal"). As a result of the Merger, the stock transfer
books of the Company were closed at the Effective Time. Accordingly, the Company
cannot record any further transfers of Shares on such books.
Surrender of Certificates
The Disbursing Agent, on behalf of the Company, will accept the surrender
of certificates for Shares in exchange for the $29.00 per Share cash payment.
TO RECEIVE THE $29.00 PER SHARE CASH PAYMENT FOR A FORMER STOCKHOLDER'S
SHARES, THE FORMER STOCKHOLDER OR A DULY AUTHORIZED REPRESENTATIVE MUST (A)
DELIVER THE ENCLOSED LETTER OF TRANSMITTAL, APPROPRIATELY COMPLETED, TO THE
DISBURSING AGENT AND (B) SURRENDER SUCH SHARES BY DELIVERING THE STOCK
CERTIFICATE OR CERTIFICATES THAT, PRIOR TO THE MERGER, HAD EVIDENCED SUCH SHARES
TO THE DISBURSING AGENT, ALL AS SET FORTH IN THE LETTER OF TRANSMITTAL AND
ACCOMPANYING INSTRUCTIONS.
Each person who does NOT plan to seek an appraisal of such person's Shares
is urged to execute (or, if such person is not the record holder of such Shares,
to arrange for such record holder or such holder's duly authorized
representative to execute) and mail postage paid or deliver a Letter of
Transmittal, together with the stock certificate or certificates that, prior to
the Merger, evidenced such person's Shares, to the Disbursing Agent at one of
the addresses set forth in the Letter of Transmittal. Former stockholders should
note and follow carefully the instructions on the reverse side of the Letter of
Transmittal. Former stockholders should also note that surrender to the
Disbursing Agent of stock certificates for their Shares may constitute a waiver
of appraisal rights under the DGCL.
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The method of delivery of the Letter of Transmittal, stock certificates and
all other required documents is at the election and risk of the former
stockholder. If the decision is made to send stock certificates by mail, it is
recommended that such stock certificates be sent by registered mail, properly
insured, with return receipt requested.
Appraisal Rights
Notwithstanding the Merger, Shares held by former stockholders of the
Company who (a) do not surrender such Shares and execute and return (or cause to
be executed and returned) a Letter of Transmittal with respect to such Shares or
otherwise surrender such Shares for the $29.00 per Share cash payment, (b)
perfect their rights to appraisal of such Shares in accordance with Section 262
of the DGCL ("Section 262"), and (c) do not thereafter withdraw their demands
for appraisal of such Shares or otherwise lose their appraisal rights, in each
case in accordance with the DGCL, shall represent the right to receive from the
Company such payment as the holders thereof may be entitled to receive as
determined by the Court of Chancery of the State of Delaware (the "Delaware
Chancery Court") in an appraisal proceeding.
Section 262 provides a procedure by which persons who were stockholders of
the Company at the Effective Time may seek an appraisal of their Shares in lieu
of accepting the $29.00 per Share cash payment. A demand for appraisal must be
made in writing by or for the stockholder of record wishing to demand appraisal
and must reasonably inform the Company of the identity of the stockholder making
the demand for appraisal and that such stockholder intends thereby to demand
appraisal of such holder's Shares. In any such appraisal proceeding, the
Delaware Chancery Court would determine the fair value of the Shares exclusive
of any element of value arising from the accomplishment or expectation of the
Merger, together with a fair rate of interest, if any, to be paid upon the
amount determined to be the fair value. Former stockholders should recognize
that such an appraisal could result in a determination of a value higher or
lower than, or equivalent to, $29.00 per Share. Following such an appraisal
proceeding, the Delaware Chancery Court would direct the Company, pursuant to
Section 262, to make payment of such fair value of the Shares, together with a
fair rate of interest, if any, to the former stockholders entitled thereto who
properly demanded appraisal.
Appraisal Procedure
This Notice of Merger and Appraisal Rights from the Company affords former
stockholders of the Company the notice required by Section 262(d)(2) of the
DGCL. The right to appraisal will be lost unless it is perfected by full and
precise satisfaction of the requirements of Section 262, the text of which is
set forth in full in Appendix A hereto. Mere failure to execute and return a
Letter of Transmittal to the Disbursing Agent does NOT satisfy the requirements
of Section 262; rather, a separate written demand for appraisal must be properly
executed and delivered to the Company as described below.
A former stockholder of the Company who wishes to demand appraisal of his
Shares must make a written demand for appraisal on or prior to August 19, 1999
(i.e., within 20 days after the date of mailing of this Notice of Merger and
Appraisal Rights). A demand for appraisal should be addressed to the Company at
the following address:
Rental Service Corporation
c/o Atlas Copco North America Inc.
34 Maple Avenue
Pinebrook, NJ 07058
Attention: Mark Cohen
Director
As provided under Section 262, the failure of a former stockholder of the
Company to make a written demand for appraisal within such time limit will
result in the loss of such former stockholder's appraisal rights under such
section. The written demand for appraisal must be executed by or for the
stockholder of record, fully and correctly,
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and should identify the stockholder's name as such stockholder's name appears on
the certificate(s) for such stockholder's Shares. If the Shares are owned of
record in a fiduciary capacity, such as by a trustee, guardian or custodian,
execution of the demand must be made in such capacity, and if the Shares are
owned of record by more than one person, such as in a joint tenancy or tenancy
in common, the demand must be executed by or for all joint owners. An authorized
agent, including one of two or more joint owners, may execute the demand for
appraisal for a stockholder of record; however, the agent must identify the
record owner(s) and expressly disclose the fact that, in executing the demand,
the agent is acting as agent for the record owner(s).
A beneficial owner of Shares held in "street name" who desires appraisal
should take such actions as may be necessary to ensure that a timely and proper
demand for appraisal is made by the record holder of such Shares. Shares held
through brokerage firms, banks and other financial institutions are frequently
deposited with and held of record in the name of a nominee of a central security
depository, such as Cede & Co. Any beneficial holder desiring appraisal who
holds Shares through a brokerage firm, bank or other financial institution is
responsible for ensuring that the demand for appraisal is made by the record
holder. The beneficial holder of such Shares should instruct such firm, bank or
institution that the demand for appraisal may be made by the record holder of
the Shares, which may be the nominee of a central security depository if the
Shares have been so deposited. As required by Section 262, a demand for
appraisal must reasonably inform the Company of the identity of the holder(s) of
record (which may be a nominee as described above) and of such holder's
intention to seek appraisal of such Shares.
Within 120 days after the Effective Time of the Merger, the Company or any
former stockholder who has complied with the requirements of Section 262 (a) and
(d) and who is otherwise entitled to appraisal rights may file a petition in the
Delaware Chancery Court, demanding a determination of the value of the Shares
entitled to appraisal. The Company is under no obligation to and has no present
intention to file such a petition. Accordingly, it will be the obligation of
former stockholders seeking appraisal rights to initiate all necessary action to
perfect any appraisal rights within the time prescribed in Section 262. At any
time within 60 days after the Effective Time of the Merger, any former
stockholder who has demanded appraisal has the right to withdraw the demand and
accept the consideration offered pursuant to the Merger. Any attempt by a holder
of Shares to withdraw his or her appraisal demand more than 60 days after the
Effective Time of the Merger will require the written approval of the Company.
Within 120 days after the Effective Time of the Merger, any former
stockholder who has complied with the requirements of Section 262 (a) and (d)
will also be entitled, upon written request, to receive from the Company a
statement setting forth the aggregate number of Shares with respect to which
demands for appraisal have been received and the aggregate number of holders of
such Shares. Such statement must be mailed (i) within 10 days after a written
request therefor has been received by the Company or (ii) by August 29, 1999,
whichever is later.
If a petition for an appraisal is timely filed and service of a copy
thereof is made upon the Company, the Company will then be obligated within 20
days to provide the Register in Chancery in which the petition was filed with a
duly verified list containing the names and addresses of all former stockholders
of the Company who have demanded payment for their Shares and with whom
agreements as to the value of their Shares have not been reached by the Company.
After notice to such former stockholders, the Delaware Chancery Court is
empowered to conduct a hearing on such petition to determine those former
stockholders who have complied with Section 262 and who have become entitled to
appraisal rights. The Delaware Chancery Court may require the holders of Shares
who have demanded an appraisal for their Shares to submit their stock
certificates to the Register in Chancery for notation thereon of the pendency of
the appraisal proceedings; and if any former stockholder fails to comply with
such direction, the Delaware Chancery Court may dismiss the proceedings as to
such former stockholder.
After determining the stockholders entitled to an appraisal, the Delaware
Chancery Court will appraise the fair value of their Shares exclusive of any
element of value arising from the accomplishment or expectation of the Merger,
together with a fair rate of interest, if any, to be paid upon the amount
determined to be the fair value. The Delaware Supreme Court has stated, among
other things, that "proof of value by any techniques or methods which are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered in an appraisal proceeding. The
Delaware Supreme Court stated that, in making this determination of fair value,
the Delaware Chancery Court must consider market value, asset value, dividends,
earnings prospects, the
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nature of the enterprise and any other facts which could be ascertained as of
the date of the Merger which shed any light on the future prospects of the
Company. In addition, Delaware courts have decided that the statutory appraisal
remedy, depending on factual circumstances, may or may not be a stockholder's
exclusive remedy in connection with transactions such as the Merger.
The costs of the appraisal proceeding may be determined by the Delaware
Chancery Court and taxed upon the parties as the Delaware Chancery Court deems
equitable in the circumstances. Upon application of a former stockholder, the
Delaware Chancery Court may also order that all or a portion of the expenses
incurred by any former stockholder in connection with an appraisal proceeding,
including, without limitation, reasonable attorney's fees and the fees and
expenses of experts utilized in the appraisal proceeding, be charged pro rata
against the value of all Shares entitled to an appraisal.
Any former stockholder who has duly demanded an appraisal in compliance
with Section 262 will not, from and after the Effective Time, be entitled to
vote Shares subject to such demand for any purpose or be entitled to the payment
of dividends or other distributions on such Shares (except dividends or other
distributions, if any, payable to stockholders of record at a date which is
prior to the Effective Time).
If any former stockholder who demands appraisal of his or her Shares under
Section 262 fails to perfect, or effectively withdraws or loses, his or her
right to appraisal, as provided in the DGCL, the Shares of such former
stockholder will be converted into the right to receive $29.00 in cash per
Share, without interest thereon.
Additional Information
Purchaser and Parent conducted an offer to purchase any and all outstanding
Shares at a price per share of $29.00, net to the seller in cash (the "Offer").
In making their decisions as to the exercise of appraisal rights, former
stockholders are urged to review the Offer to Purchase, dated June 29, 1999,
(the "Offer to Purchase"), which was previously mailed to former stockholders in
connection with the Offer. Copies of the Offer to Purchase, as well as of the
related Tender Offer Statement on Schedule 14D-1 and all amendments thereto
filed with the Securities and Exchange Commission (the "Commission") in
connection with the Offer, can be obtained by written request directed to Mark
Cohen, Director, Rental Service Corporation, c/o Atlas Copco North America Inc.,
34 Maple Avenue, Pinebrook, NJ 07058, or by calling the telephone number listed
below.
Information Concerning the Company
Prior to the Merger, the Company was subject to the information reporting
requirements of the Securities Exchange Act of 1934, as amended, and, in
accordance therewith, was required to file reports and other information with
the Commission relating to the Company's business, financial condition and other
matters. These reports and other information are available for inspection at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and also are available for inspection and
copying at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois, 60601. The Commission also
maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports and other information regarding registrants that file
electronically with the Commission.
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The Company's Quarterly Report on Form 10-Q for the period ended March 31,
1999, and its Annual Report on Form 10-K for the fiscal year ended December 31,
1998, are incorporated herein by reference. The Company will provide without
charge to each person to whom a copy of this Notice of Merger and Appraisal
Rights is mailed, upon the oral or written request of any such person, a copy of
all documents incorporated herein by reference (other than exhibits to such
documents). Requests should be directed to Mark Cohen, Director, Rental Service
Corporation, c/o Atlas Copco North America Inc., 34 Maple Avenue, Pinebrook, NJ
07058, telephone number: (973) 439-3400.
RENTAL SERVICE CORPORATION
By: Mark Cohen
Director
Date: July 30, 1999
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APPENDIX A
Set forth below are Sections 253(d) and 262 of the General Corporation Law
of the State of Delaware regarding appraisal rights.
SECTIONS 253(d) AND 262 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
(S) 253 Merger of Parent Corporation and Subsidiary or Subsidiaries -- (d)
In the event all of the stock of a subsidiary Delaware corporation party to a
merger effected under this section is not owned by the parent corporation
immediately prior to the merger, the stockholders of the subsidiary Delaware
corporation party to the merger shall have appraisal rights as set forth in (S)
262 of this title.
(S) 262 Appraisal Rights -- (a) Any stockholder of a corporation of this
State who holds shares of stock on the date of the making of a demand pursuant
to subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to (S) 228 of this title shall be entitled to an appraisal by the Court
of Chancery of the fair value of his shares of stock under the circumstances
described in subsections (b) and (c) of this section. As used in this section,
the word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation; and the
words "depository receipt" mean a receipt or other instrument issued by a
depository representing an interest in one or more shares, or fractions thereof,
solely of stock of a corporation, which stock is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to (S)(S) 251 (other than a merger effected pursuant to
subsection (g) of Section 251), 252, 254, 257, 258, 263 or 264 of this title:
(1) Provided, however, that no appraisal rights under this section
shall be available for the shares of any class or series of stock, which
stock, or depository receipts in respect thereof, at the record date fixed
to determine the stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of merger or
consolidation, were either (i) listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc. or (ii) held
of record by more than 2,000 holders; and further provided that no
appraisal rights shall be available for any shares of stock of the
constituent corporation surviving a merger if the merger did not require
for its approval the vote of the holders of the surviving corporation as
provided in subsection (f) of (S) 251 of this title.
(2) Notwithstanding paragraph (1) of this subsection, appraisal
rights under this section shall be available for the shares of any class or
series of stock of a constituent corporation if the holders thereof are
required by the terms of an agreement of merger or consolidation pursuant
to (S)(S) 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
such stock anything except:
a. Shares of stock of the corporation surviving or resulting
from such merger or consolidation, or depository receipts in respect
thereof;
b. Shares of stock of any other corporation, or depository
receipts in respect thereof, which shares of stock (or depository
receipts in respect thereof) or depository receipts at the effective
date of the merger or consolidation will be either listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or held of record by more than
2,000 holders;
c. Cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a. and b. of this
paragraph; or
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d. Any combination of the shares of stock, depository receipts
and cash in lieu of fractional shares or fractional depository
receipts described in the foregoing subparagraphs a., b. and c. of
this paragraph.
(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under (S) 253 of this title is not
owned by the parent corporation immediately prior to the merger, appraisal
rights shall be available for the shares of the subsidiary Delaware
corporation.
(c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights
are provided under this section is to be submitted for approval at a
meeting of stockholders, the corporation, not less than 20 days prior to
the meeting, shall notify each of its stockholders who was such on the
record date for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof that
appraisal rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy of this
section. Each stockholder electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking of the vote on the
merger or consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of the
identity of the stockholder and that the stockholder intends thereby to
demand the appraisal of his shares. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as herein
provided. Within 10 days after the effective date of such merger or
consolidation, the surviving or resulting corporation shall notify each
stockholder of each constituent corporation who has complied with this
subsection and has not voted in favor of or consented to the merger or
consolidation of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to (S) 228
or (S) 253 of this title, each constituent corporation, either before the
effective date of the merger or consolidation or within ten days
thereafter, shall notify each of the holders of any class or series of
stock of such constituent corporation who are entitled to appraisal rights
of the approval of the merger or consolidation and that appraisal rights
are available for any or all shares of such class or series of stock of
such constituent corporation, and shall include in such notice a copy of
this section, provided that, if the notice is given on or after the
effective date of the merger or consolidation, such notice shall be given
by the surviving or resulting corporation to all such holders of any class
or series of stock of a constituent corporation that are entitled to
appraisal rights. Such notice may, and, if given on or after the effective
date of the merger or consolidation, shall, also notify such stockholders
of the effective date of the merger or consolidation. Any stockholder
entitled to appraisal rights may, within twenty days after the date of
mailing of such notice, demand in writing from the surviving or resulting
corporation the appraisal of such holder's shares. Such demand will be
sufficient if it reasonably informs the corporation of the identity of the
stockholder and that the stockholder intends thereby to demand the
appraisal of such holder's shares. If such notice did not notify
stockholders of the effective date of the merger or consolidation, either
(i) each such constituent corporation shall send a second notice before the
effective date of the merger or consolidation notifying each of the holders
of any class or series of stock of such constituent corporation that are
entitled to appraisal rights of the effective date of the merger or
consolidation or (ii) the surviving or resulting corporation shall send
such a second notice to all such holders on or within 10 days after such
effective date; provided, however, that if such second notice is sent more
than 20 days following the sending of the first notice, such second notice
need only be sent to each stockholder who is entitled to appraisal rights
and who has demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant secretary or of
the transfer agent of the corporation that is required to give either
notice that such notice has been
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given shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. For purposes of determining the stockholders entitled to
receive either notice, each constituent corporation may fix, in advance, a
record date that shall be not more than 10 days prior to the date the
notice is given; provided that, if the notice is given on or after the
effective date of the merger or consolidation, the record date shall be
such effective date. If no record date is fixed and the notice is given
prior to the effective date, the record date shall be the close of business
on the day next preceding the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who has
complied with subsections (a) and (d) hereof and who is otherwise entitled to
appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
his written request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the period for
delivery of demands for appraisal under subsection (d) hereof, whichever is
later.
(f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which
shall within 20 days after such service file in the office of the Register in
Chancery in which the petition was filed a duly verified list containing the
names and addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares have not been
reached by the surviving or resulting corporation. If the petition shall be
filed by the surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The Register in Chancery, if so
ordered by the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein stated. Such notice shall also be given by 1 or more publications at
least 1 week before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be borne by the
surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as to
such stockholder.
(h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is required, may
participate fully in all proceedings until it is finally determined that he is
not entitled to appraisal rights under this section.
<PAGE>
(i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded his appraisal rights as provided in subsection (d)
of this section shall be entitled to vote such stock for any purpose or to
receive payment of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of record at a date
which is prior to the effective date of the merger or consolidation); provided,
however, that if no petition for an appraisal shall be filed within the time
provided in subsection (e) of this section, or if such stockholder shall deliver
to the surviving or resulting corporation a written withdrawal of his demand for
an appraisal and an acceptance of the merger or consolidation, either within 60
days after the effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written approval of the
corporation, then the right of such stockholder to an appraisal shall cease.
Notwithstanding the foregoing, no appraisal proceeding in the Court of Chancery
shall be dismissed as to any stockholder without the approval of the Court, and
such approval may be conditioned upon such terms as the Court deems just.
(l) The shares of the surviving or resulting corporation to which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.
<PAGE>
EXHIBIT 2.3
LETTER OF TRANSMITTAL
To Accompany Certificates Representing Shares of Common Stock of
RENTAL SERVICE CORPORATION
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES SURRENDERED (Please fill in. Attach separate schedule if needed)
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<S> <C> <C>
Name(s) and Address of Registered Holder(s)
If there is any error in the name or address shown below, please
make the necessary corrections Certificate No(s) Number of Shares
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TOTAL SHARES
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</TABLE>
The undersigned represents that I (we) have full authority to surrender without
restriction the certificate(s) for exchange. Please issue the check in the name
shown above to the above address unless instructions are given in the boxes
below.
Mail or deliver this Letter of Transmittal, or a facsimile, together with the
certificate(s) representing your Shares, to
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<CAPTION>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
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<S> <C> <C>
Post Office Box 3300 120 Broadway, 13th Floor 85 Challenger Road Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY, 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Department Attn: Reorganization Department Attn: Reorganization Department
</TABLE>
TELEPHONE ASSISTANCE: 1-800-777-3674
Method of delivery of the certificate(s) is at the option and
risk of the owner thereof. See Instruction 1.
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If your Certificate(s) have been lost, stolen, misplaced or mutilated contact
ChaseMellon at 1-800-777-3674. See Instruction 5.
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<TABLE>
<CAPTION>
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SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
- --------------------------------------------------------------------- ---------------------------------------------------------
<S> <C>
Complete ONLY if the check is to be issued in a name which differs Complete ONLY if the check is to be mailed to some
from the name on the surrendered certificate(s). Issue to: address other than the address reflected above. Mail
to:
Name: _______________________________________________________ Name: _________________________________________
Address: _______________________________________________________ Address: _________________________________________
_______________________________________________________ _________________________________________
(Please also complete Substitute Form W-9 on the reverse AND see
instructions regarding signature guarantee. See Instructions 3 ,4
& 6)
- ------------------------------------------------------------------- ---------------------------------------------------------
YOU MUST SIGN IN THE BOX BELOW. Also: Sign and provide your tax ID number on the back of
this form
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SIGNATURE(S) REQUIRED SIGNATURE(S) GUARANTEED (IF REQUIRED)
Signature(s) of Registered Holder(s) or Agent See Instruction 3.
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Must be signed by the registered holder(s) EXACTLY as name(s) Unless the shares are tendered by the registered
appear(s) on stock certificate(s). If signature is by a trustee, holder(s) of the common stock, or for the account of a
executor, administrator, guardian, attorney-in-fact, officer for member of a "Signature Guarantee Program" ("STAMP"),
a corporation acting in a fiduciary or representative capacity, or Stock Exchange Medallion Program ("SEMP") or New York
other person, please set forth full title. See Instructions 2, Stock Exchange Medallion Signature Program ("MSP") (an
3, or 4. "Eligible Institution"), the above signature(s) must be
guaranteed by an Eligible Institution. See
Instruction 3.
___________________________________________________________________
Registered Holder
___________________________________________________________________ _________________________________________________________
Registered Holder Authorized Signature
___________________________________________________________________ _________________________________________________________
Title, if any Name of Firm
Date: _______________ Phone No.: _________________________ _________________________________________________________
Address of Firm - Please Print
- ------------------------------------------------------------------- ---------------------------------------------------------
</TABLE>
<PAGE>
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of June 28, 1999, by and among Atlas Copco North America Inc., a Delaware
corporation ("ACNA"), Pandion Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of ACNA (the "Purchaser"), and Rental Service
Corporation, a Delaware corporation (the "Company"), each issued and outstanding
share of the Common Stock of the Company, par value $0.01 per share (the
"Shares") (other than any Shares previously owned by the Company, any wholly
subsidiary of the Company, ACNA, the Purchaser or any other wholly owned
subsidiary of ACNA and any Shares which are held by dissenting stockholders
exercising appraisal rights pursuant to Section 262 of the Delaware General
Corporation Law, as amended) has been converted into the right to receive,
$29.00 in cash, without interest thereon. ChaseMellon Shareholder Services,
L.L.C. has been appointed Paying Agent (the "Paying Agent").
INSTRUCTIONS FOR SURRENDERING CERTIFICATES
------------------------------------------
(Please read carefully the instructions below)
1. Method of Delivery: Your old certificate(s) and the Letter of
Transmittal must be sent or delivered to the Processing Agent. Do not send them
----------------
to the Company. The method of delivery of Certificates to be surrendered to the
- --------------
Processing Agent at one of the addresses set forth on the front of the Letter of
Transmittal is at the option and risk of the surrendering shareholder. Delivery
will be deemed effective only when received. If the certificate(s) are sent by
mail, registered mail with return receipt requested and properly insured, is
suggested. A return envelope is enclosed.
2. Check Issued in the Same Name: If the check is issued in the same name
as the surrendered certificate is registered, the Letter of Transmittal should
be completed and signed exactly as the surrendered certificate is registered.
Do not sign the Certificate(s). Signature guarantees are not required if the
- ------------------------------ -------------------------------------
Certificate(s) surrendered herewith are submitted by the registered owner of
such Shares who has not completed the section entitled "Special Issuance
Instructions" or are for the account of an Eligible Institution. If any of the
Shares surrendered hereby are owned by two or more joint owners, all such owners
must sign this Letter of Transmittal exactly as written on the face of the
certificate(s). If any Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations. Letters of
Transmittals executed by trustees, executors, administrators, guardians,
officers of corporations, or others acting in a fiduciary capacity who are not
identified as such in the registration must be accompanied by proper evidence of
the signer's authority to act.
3. Check Issued in Different Name: If the section entitled "Special
Issuance Instructions" is completed then signatures on this Letter of
Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents' Medallion Program (each an "Eligible
Institution"). If the surrendered certificates are registered in the name of a
person other than the signer of this Letter of Transmittal, or if issuance is to
be made to a person other than the signer of this Letter of Transmittal, or if
the issuance is to be made to a person other than the registered owner(s), then
the surrendered certificates must be endorsed or accompanied by duly executed
stock powers, in either case signed exactly as the name(s) of the registered
owners appear on such certificate(s) or stock power(s), with the signatures on
the Certificate(s) or stock power(s) guaranteed by an Eligible Institution as
provided herein.
4. Special Issuance and Delivery Instructions: Indicate the name and
address in which the check is to be sent if different from the name and/or
address of the person(s) signing this Letter of Transmittal. The shareholder is
required to give the social security number or employer identification number of
the record owner of the Shares. If Special Issuance Instructions have been
completed, the shareholder named therein will be considered the record owner for
this purpose.
5. Letter of Transmittal Required: Surrender of Certificate(s), Lost
Certificate(s): You will not receive your check unless and until you deliver
this Letter of Transmittal, properly completed and duly executed, to the
Processing Agent, together with the certificate(s) evidencing your shares and
any required accompanying evidences of authority. If your certificate(s) has
been lost, stolen, misplaced or destroyed, contact the Processing Agent for
Instructions at 1-800-777-3674 prior to submitting your documentation.
6. Substitute Form W-9: Under the Federal Income Tax Law, a non-exempt
shareholder is required to provide the Processing Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below.
If the certificate(s) are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 guidelines for additional
guidance on which number to report. Failure to provide the information on the
form may subject the surrendering stockholder to 31% federal income tax
withholding on the payment of any cash.
The surrendering stockholder must check the box in Part III if a TIN
has not been issued and the shareholder has applied for a number or intends to
apply for a number in the near future. If a TIN has been applied for and the
Processing Agent is not provided with a TIN before payment is made, the
Processing Agent will withhold 31% on all payments to such surrendering
stockholders of any Cash consideration due for their former Shares. Please
<PAGE>
review the enclosed Guidelines for Certification of Taxpayers Identification
Number on Substitute Form W-9 for additional details on what Taxpayer
Identification Number to give the Processing Agent.
PAYER: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
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<S> <C> <C>
SUBSTITUTE Form W-9 Part I - PLEASE PROVIDE YOUR TIN Social Security No. or Employer Identification
IN THE SPACE AT THE RIGHT AND No.
Department of the Treasury CERTIFY BY SIGNING AND DATING
Internal Revenue Service BELOW ___________________________________
------------------------------------------------------------------------------------------------
Payer's Request for Taxpayer PART II - For Payees exempt from backup withholding, see the enclosed PART III
Identification Number (TIN) Guidelines For Certification of Taxpayers Identification Number on Awaiting TIN :
Substitute Form W-9 complete as Instructed therein. [_]
</TABLE>
- -------------------------------------------------------------------------------
Certification - Under penalties of perjury, I certify that: (1) The Number
shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), and (2) I am not subject to backup
withholding either because I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding.
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another notification from the IRS that you were no longer subject to
backup withholding, do not cross out item (2).
Also see Instructions in the enclosed Guidelines.
- --------------------------------------------------------------------------------
PLEASE SIGN HERE Signature _____________________ Date ____________
- --------------------------------------------------------------------------------
<PAGE>
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
ATLAS COPCO AND RENTAL SERVICE CORPORATION COMPLETE MERGER
NEW YORK, NY and SCOTTSDALE, AZ, July 30, 1999 - Atlas Copco North America Inc.,
a subsidiary of Swedish-based Atlas Copco AB, and Rental Service Corporation
(NYSE: RSV) today announced the successful completion on July 29, 1999 of the
previously announced merger of Rental Service and Pandion Acquisition Corp., a
wholly owned subsidiary of Atlas Copco North America. Upon consummation of the
merger, Rental Service became a wholly owned subsidiary of Atlas Copco North
America. Each issued and outstanding share of Rental Service common stock has
been converted in the merger into the right to receive $29.00 in cash, without
interest.
By virtue of the merger, Atlas Copco North America, also the owner of Prime
Service, Inc., has consolidated its position in the North American equipment
rental business. The acquisition will result in a number of important synergy
gains with Atlas Copco's existing operations. Increased purchasing power and
better utilization of the rental fleet, combined with certain economies of
scale, will result in even better service to customers. While keeping the
operational integrity of Prime Service and Rental Service distinct, the two
divisions should jointly develop common services such as administration and
finance. Importantly, Rental Service should immediately benefit from better
access to, and lower cost of, capital.
Atlas Copco is an international group of industrial companies with its head
office in Stockholm, Sweden. In 1998, the Group had revenues of USD 4.2
billion, with 97 percent of revenues outside Sweden, and more than 23,000
employees. Atlas Copco companies develop, manufacture and market electric and
pneumatic tools, compressed air equipment, construction and mining equipment,
assembly systems, motion control products, and offer related service and
equipment rental. Well-known North American companies in the Atlas Copco Group
are Prime Service, Inc., Milwaukee Electric Tool Company and Chicago Pneumatic
Tool Company. Additional information about Atlas Copco is available at the
Group's web site, www.atlascopco.com, which provides access to current news
about Atlas Copco.
Rental Service Corporation is a leader in the rapidly growing equipment rental
industry, serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, Arizona, Rental Service
operates 274 locations throughout the United States and Canada. Additional
information about Rental Service is available at its web site at
www.rentalservice.com.
Contact Information:
<TABLE>
<S> <C> <C> <C>
Atlas Copco Beacon Hill Partners
Lennart Johansson +46-8-743-8570 Edward McCarthy 212/843-8500
Annika Berglund +46-8-743-8070
Mark Cohen 973/439-3410
Rental Service Corporation Kekst and Company
Robert M. Wilson 480/905-3300 Thomas Davies or David Kronfeld 212/521-4800
</TABLE>
