SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 4
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"), hereby amend and supplement their Tender
Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), filed with the
Securities 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 (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").
Item 11. Materials to be Filed as Exhibits.
(a)(11) Portion of a script for a presentation made by
John N. Milne, Vice Chairman and Chief Acquisition
Officer of Parent and President of Purchaser, at a
Donaldson, Lufkin and Jenrette Securities Corporation
investor conference held in New York City on
April 14, 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: April 14, 1999
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
(a)(11) Portion of a script for a presentation made by John N. Milne,
Vice Chairman and Chief Acquisition Officer of Parent and
President of Purchaser, at a Donaldson, Lufkin and Jenrette
Securities Corporation investor conference held in New York
City on April 14, 1999.
Portion of a script for a presentation made by John N. Milne, Vice
Chairman and Chief Acquisition Officer of United Rentals, Inc. and
President of UR Acquisition Corporation, at a Donaldson, Lufkin and
Jenrette Securities Corporation investor conference held in New York
City on April 14, 1999.
1. As you are probably aware [As Mark indicated in his introduction],
last week we initiated a cash tender offer to acquire Rental Service
Corporation, the third largest equipment company after us and Hertz.
2. We believe, Rental Service would be an excellent strategic and
geographic fit with United Rentals.
3. Rental Service has estimated revenues this year of about $785 million
and 245 branches in 27 states.
4. RSC's focus has primarily been on secondary markets, which fits well
with our strong position in many metropolitan areas with little
overlap.
5. Our preliminary look at the company leads us to believe that 25
locations could be consolidated, plus we could consolidate many of the
corporate functions.
6. We think that we could achieve $20 million in annual cost savings,
about half from the field and half from the corporate area.
7. The combined company would have 1999 revenues approaching $3 billion,
giving us a roughly 10% share of the market.
8. More importantly, combining our company with Rental Service is 100% in
line with our philosophy from day one - which is bigger is better in
this industry because you have greater purchasing power, greater
economies of scale, and greater operating efficiencies that lead to
more equipment, broader geographical availability and improved service
to our customers.
9. We are confident that we can efficiently integrate the two companies.
At United Rentals, we have a strong operating infrastructure already
in place to support further expansion, URI and RSC share a common
decentralized operating approach, and Rental Service is already using
the same MIS systems as we are.
10. It is also an attractive transaction for our shareholders, not only
for its strategic fit but also the fact that it would be accretive by
about $0.10 to our earnings next year.
11. We think our offer of $22.75 per share, which is a approximately 32%
premium to the RSC share price prior to our offer, represents an
attractive offer to RSC shareholders both in terms of the premium paid
and the certainty of getting cash.
12. I'd now like to turn this over to Wayland . . .
