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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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RENTAL SERVICE CORPORATION
(Name of Subject Company)
PANDION ACQUISITION CORP.
ATLAS COPCO NORTH AMERICA INC.
ATLAS COPCO AB
(Bidders)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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76009V 10 2
(CUSIP Number of Class of Securities)
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34 MAPLE AVENUE
PINEBROOK, NEW JERSEY 07058
ATTN: Mark Cohen
TELEPHONE: (973) 439-3410
FACSIMILE: (973) 439-9188
(Name, Address and Telephone Number of Person authorized to
Receive Notices and Communications on Behalf of Bidders)
COPY TO:
STEPHEN R. RUSMISEL, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 858-1000
FACSIMILE: (212) 858-1500
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SCHEDULE 14D-1/A
CUSIP No. 76009V102
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1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlas Copco AB
I.R.S. Employer Identification Number - N/A
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC and OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(f)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Sweden
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES
|_|
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (7)
0%
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10 TYPE OF REPORTING PERSON
CO
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Statement") filed with the Securities Exchange Commission
(the "Commission") on June 29, 1999 by Pandion Acquisition Corp., a Delaware
corporation ("Purchaser") and a wholly-owned subsidiary of Atlas Copco North
America Inc., a Delaware corporation ("Parent"), relating to the offer by the
Purchaser to purchase all outstanding shares of common stock, par value $.01 per
share (the "Shares"), of Rental Service Corporation, a Delaware corporation (the
"Company"), at $29.00 per Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 29, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as they may be amended or supplemented from time to time,
together constitute the "Offer"), copies of which are attached as Exhibits to
the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. Capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer and the Schedule 14D-1.
This amendment No. 1 to the Schedule 14D-1 is being filed to, among other
things, add Atlas Copco AB, a corporation organized under the laws of the
Kingdom of Sweden ("Atlas Copco") as a signatory to the Schedule 14D-1. Atlas
Copco is not a party to the Merger Agreement.
ITEM 10. ADDITIONAL INFORMATION.
The Offer to Purchase, in Section 15 under the heading "Certain Conditions
to the Purchaser's Obligations," describes the right of Purchaser to terminate
or amend the Offer or to decline to accept Shares for payment or to pay for
Shares in the event that any of certain conditions exist and is continuing. That
description is amended by replacing the first paragraph in its entirety with the
following language:
Notwithstanding any other provision of the Offer, and subject to the
terms and conditions of the Merger Agreement, the Purchaser shall not be
obligated to accept for payment any Shares until expiration of all waiting
periods (and extensions thereof) under the HSR Act, and the Purchaser
shall not be required to accept for payment, purchase or pay for, and may
delay the acceptance for payment of or payment for, any Shares tendered in
the Offer, or if the Minimum Condition shall not have been satisfied, may
terminate or amend the Offer subject to the terms and conditions of the
Merger Agreement and the Purchaser's obligation to extend the Offer
pursuant to the Merger Agreement if, prior to the Expiration Date, any of
the following shall occur and remain in effect:
On July 16, 1999, Parent and the Company jointly issued a press release
announcing that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, in connection with the Offer expired a
11:59 p.m. on Thursday, July 15, 1999. A copy of the joint press release is
filed as Exhibit (a)(9) hereto and is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(9) Press Release issued jointly by Parent and the Company on July 16,
1999.
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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.
PANDION ACQUISITION CORP.
By: /s/ MARK COHEN
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Name: Mark Cohen
Title: President
ATLAS COPCO NORTH AMERICA INC.
By: /s/ MARK COHEN
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Name: Mark Cohen
Title: Executive Vice President
ATLAS COPCO AB
By: /s/ LENNART JOHANSSON
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Name: Lennart Johansson
Title: Senior Vice President
By: /s/ HAKAN OSVALD
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Name: Hakan Osvald
Title: Vice President
Date: July 22, 1999
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(9) Press Release issued jointly by Parent and the Company on
July 16, 1999.
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
Atlas Copco and Rental Service Corporation Announce
Expiration of Hart-Scott-Rodino Waiting Period
NEW YORK, N.Y. and SCOTTSDALE, Ariz.--(BUSINESS WIRE)--July 16, 1999--AtlasCopco
North America Inc., a subsidiary of Swedish-based Atlas Copco AB, and Rental
Service Corporation RSV today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the
proposed acquisition of Rental Service by Atlas Copco expired at 11:59 p.m. on
Thursday, July 15, 1999. As a result of the expiration of the waiting period,
the parties have clearance from federal antitrust agencies to complete the
acquisition. Completion of the acquisition remains subject to certain other
customary conditions.
Atlas Copco and Rental Service previously announced the execution of a
definitive merger agreement providing for the acquisition of Rental Service at a
price of $29.00 per share in cash by means of a tender offer for all outstanding
shares of Rental Service's common stock to be followed, upon the terms and
subject to the conditions of the merger agreement, by a second-step merger. The
tender offer, which commenced on June 29, 1999, is scheduled to expire at 12:00
midnight, New York City time, on Tuesday, July 27, 1999, unless extended.
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, RSC operates 272
locations throughout the United States and Canada. Additional information about
Rental Service is available at its web site at www.rentalservice.com.
Contact Information
Atlas Copco Beacon Hill Partners
Lennart Johnsson, +46-8-743-8570 Edward McCarthy, 212/843-8500
Annika Berglund, +46-8-743-8070
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Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld,
212/521-4800
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