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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. 2)
(Final Amendment)
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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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76009V102
(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
<PAGE>
TENDER OFFER
This Amendment No. 2 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"), as amended and supplemented by
Amendment No. 1, filed with the Commission on July 22, 1999, 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 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 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.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 Midnight, New York City time, on Tuesday, July
27, 1999. On July 28, 1999, the Purchaser accepted for payment all Shares
validly tendered and not withdrawn in the Offer. At the completion of the Offer,
a total of 22,991,732 Shares were tendered in the Offer and purchased by the
Purchaser, representing approximately 94.6% of the outstanding Shares.
On July 29, 1999, the Purchaser filed a Certificate of Ownership and
Merger with the Secretary of State of the State of Delaware in accordance with
Section 253 of the General Corporation Law of the State of Delaware merging the
Purchaser with and into the Company pursuant to the Agreement and Plan of
Merger, dated as of June 28, 1999, by and among Parent, the Purchaser and the
Company. Upon consummation of the merger, the Company, as the surviving
corporation in the merger, became a wholly owned subsidiary of Parent and the
separate corporate existence of the Purchaser ceased.
ITEM 10. ADDITIONAL INFORMATION
On July 28, 1999, Parent and the Company jointly issued a press release
announcing the expiration of the Offer and the intention of Parent and the
Company to consummate the merger of Purchaser with and into the Company on or
about July 29, 1999. A copy of the joint press release is filed as Exhibit
(a)(10) to the Schedule 14D-1 and is incorporated herein by reference.
On July 30, 1999, Parent and the Company jointly issued a press release
announcing the consummation on July 29, 1999, of the merger of the Purchaser
with and into the Company. A copy of the joint press release is filed as Exhibit
(a)(11) to the Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Press Release issued jointly by Parent and the Company on July 28,
1999.
(a)(11) Press Release issued jointly by Parent and the Company on July 30,
1999.
<PAGE>
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: August 2, 1999
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(10) Press Release issued jointly by Parent and the Company on
July 28, 1999.
(a)(11) Press Release issued jointly by Parent and the Company on
July 30, 1999.
FOR IMMEDIATE RELEASE
ATLAS COPCO SUCCESSFULLY COMPLETES TENDER
OFFER FOR RENTAL SERVICE CORPORATION COMMON STOCK
STOCKHOLM, SWEDEN, NEW YORK, NY, and SCOTTSDALE, AZ., July 28, 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
of the tender offer by Pandion Acquisition Corp., a wholly owned subsidiary of
Atlas Copco North America, for all outstanding shares of Rental Service common
stock at a purchase price of $29.00 per share in cash, without interest, which
tender offer expired at 12:00 Midnight, New York City time, on Tuesday, July 27,
1999. A total of 22,471,405 shares (including 673,600 shares subject to
guarantees of delivery) were tendered in the offer and accepted for payment by
Pandion Acquisition, representing approximately 92.5% of the outstanding shares
of Rental Service common stock.
Atlas Copco North America and Rental Service also announced that the parties
intend to consummate the merger of Pandion Acquisition with and into Rental
Service contemplated by the merger agreement previously announced by the parties
on June 28, 1999, as promptly as practicable. In connection with the merger,
Atlas Copco North America will acquire the remaining shares of Rental Service
common stock for $29.00 per share in cash, without interest. The parties
anticipate that the merger will be consummated on or about July 29, 1999.
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:
<PAGE>
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
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:
<PAGE>
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
