SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 28
(FINAL AMENDMENT)
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 and as amended as of June 9, 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. This Amendment No. 28 to
the Schedule 14D-1 constitutes the final amendment to Parent's Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(a) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
In light of the announcement today that Atlas Copco North America
Inc., a Delaware corporation and a wholly-owned subsidiary of Atlas Copco
AB, a Swedish corporation, has entered into a definitive merger agreement
to acquire all of the outstanding Shares of the Company at a price of $29
per Share, Parent and Purchaser hereby withdraw and terminate their Offer
without purchasing any Shares thereunder. Parent and Purchaser have
instructed the Depositary to return all tendered Shares to the tendering
stockholders in accordance with the terms of the Offer. In addition,
Parent and Purchaser also withdraw and terminate their consent solicitation
to, among other things, replace the Company's Board of Directors with
nominees selected by Parent. The full text of a press release issued by
Parent regarding the withdrawal of the Offer is filed as Exhibit (a)(29)
hereto and is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(29) Press Release of Parent dated June 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: June 28, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
(a)(29) Press Release of Parent dated June 28, 1999.
[UNITED RENTALS LOGO]
FOR IMMEDIATE RELEASE
UNITED RENTALS TERMINATES PROPOSAL
TO ACQUIRE RENTAL SERVICE CORPORATION
GREENWICH, CT, JUNE 28, 1999 -- United Rentals, Inc. (NYSE:URI) today
announced that it is terminating its tender offer and consent solicitation
relating to its proposal to acquire Rental Service Corporation (NYSE: RSV).
Bradley S. Jacobs, chairman and chief executive officer of United Rentals,
said, "In light of the $29 a share offer announced this morning, we have
decided not to compete for Rental Service Corporation at this price level."
United Rentals, Inc. is the largest equipment rental company in North
America and serves a wide range of customers through its network of 506
locations in 41 states, six Canadian provinces and Mexico. Additional
information about United Rentals is available at the Company's website at
www.unitedrentals.com.
The matters discussed in this news release include certain forward-looking
statements that involve specific risks and uncertainties, which could cause
actual results to differ materially from those forward-looking statements,
including those detailed in the Company's filings with the Securities and
Exchange Commission and quarterly reports filed on Form 10-Q. The Company
makes no commitment to disclose any revisions to forward-looking
statements, or any facts, events or circumstances after the date hereof
that may bear upon forward-looking statements.
# # #
Investor contact: Media contact:
Robert Miner Fred Bratman or Tracy Williams
United Rentals, Inc. Sard Verbinnen & Company
(203) 622-3131 (212) 687-8080
[email protected] [email protected] or
[email protected]
