SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 9
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, and
the associated preferred stock purchase rights if and when issued
(collectively, 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.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 3, 1999, Parent issued a press release announcing the extension
of the Expiration Date of the Offer until 12:00 midnight, New York City
time, on Thursday, May 27, 1999. The Offer was previously scheduled to
expire at midnight on April 30, 1999. As of midnight, New York City time,
on April 30, 1999, 5,242,376 Shares (including 1,190,546 Shares tendered by
notice of guaranteed delivery), or approximately 21.6% of the 24,266,491
Shares outstanding at such time, were validly tendered and not withdrawn.
The full text of the press release is filed as Exhibit (a)(16) hereto and
is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(16) Press Release of Parent dated May 3, 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: May 3, 1999
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
(a)(16) Press Release of Parent dated May 3, 1999.
UNITED RENTALS
- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE
UNITED RENTALS, INC. EXTENDS $22.75 PER SHARE CASH
TENDER OFFER FOR RENTAL SERVICE CORP
MORE THAN 5.2 MILLION RENTAL SERVICE SHARES TENDERED
GREENWICH, CT, MAY 3, 1999 United Rentals, Inc. (NYSE: URI) today
announced that it has extended its $22.75 per share cash tender offer for
shares of Rental Service Corp. (NYSE: RSV) to midnight, New York City time,
on Thursday, May 27, 1999. The tender offer was previously scheduled to
expire at midnight on April 30, 1999.
As of midnight on April 30, Rental Service stockholders had validly
tendered 5,242,376 shares pursuant to the tender offer, representing 21.6%
of the 24,266,491 common shares outstanding.
"We thank Rental Service stockholders for this early positive response
to our offer," said Bradley Jacobs, chairman and chief executive officer of
United Rentals. "With more than 5.2 million shares tendered to us in just
four weeks, we would expect the Rental Service board to meet with us
immediately."
United Rentals announced its $22.75 per share all cash offer for the
outstanding shares of Rental Service on April 5. The offer represents a
32% premium to Rental Service's closing price on the last day of trading
prior to the announcement.
United Rentals, Inc. is the largest equipment rental company in North
America and serves over 900,000 customers through its network of 482
locations in 41 states, Canada and Mexico.
###
CERTAIN INFORMATION CONCERNING PARTICIPANTS
United Rentals, Inc. ("United Rentals"), UR Acquisition Corporation
("UR Acquisition") and the following persons named below may be deemed to
be "participants" in the solicitation of consents and/or proxies from
stockholders of Rental Service Corporation ("Rental Service"): the
directors of United Rentals (Bradley Jacobs (Chairman of the Board and
Chief Executive Officer), Wayland Hicks (Vice Chairman and Chief Operating
Officer), John Milne (Vice Chairman, Chief Acquisition Officer and
Secretary), William Berry (President), John McKinney (Vice President,
Finance), Leon Black, Richard Colburn, Ronald DeFeo, Michael Gross, Richard
Heckmann, Gerald Tsai, Jr. and Christian Weyer); the following executive
officers and employees of United Rentals: Michael Nolan (Chief Financial
Officer) and Robert Miner (Vice President, Strategic Planning); and the
nominees of United Rentals (the "Nominees") to stand for election to the
Board of Directors of Rental Service (Messrs. Richard Daniel, Raymond
Troubh, William Aaron, David Bronner, Peter Gold, David Katz, Elliot Levine
and Jeffrey Parker and Ms. Stephanie Joseph).
As of the date hereof, United Rentals is the beneficial owner of 100
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Rental Service. Other than set forth herein, as of the date hereof,
neither United Rentals, UR Acquisition nor any of the persons listed above,
has any interest, direct or indirect, by security holding or otherwise, in
Rental Service.
United Rentals has retained Goldman, Sachs & Co. ("Goldman Sachs") to
act as its financial advisor and the Dealer Managers in connection with the
tender offer (the "Offer") by United Rentals and UR Acquisition to purchase
the shares of Common Stock of Rental Service for $22.75 per share in cash,
for which Goldman Sachs may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, United
Rentals has agreed to indemnify Goldman Sachs and certain related persons
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. United Rentals has
also entered into a commitment letter with Goldman Sachs Credit Partners
L.P. ("GSCP") relating to the financing of the Offer pursuant to which GSCP
may receive substantial fees, as well as reimbursement of reasonable out-
of-pocket expenses. Goldman Sachs does not admit that it or any of its
partners, directors, officers, employees, affiliates or controlling
persons, if any, is a "participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in the solicitation
of consents and/or proxies, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs. In connection with Goldman
Sachs' role as financial advisor to United Rentals, the following
investment banking employees of Goldman Sachs may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Rental Service and may solicit
consents and/or proxies from these institutions, brokers or other persons:
Bruce Evans, Robert Lipman, Jeffrey Moslow and Cody Smith. Goldman Sachs
engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual
clients. In the normal course of its business Goldman Sachs may trade
securities of Rental Service for its own account and the accounts of its
customers, and accordingly, may at any time hold a long or short position
in such securities. Goldman Sachs has informed United Rentals that, as of
the date hereof, Goldman Sachs holds no shares of the Common Stock of
Rental Service for its own account. Goldman Sachs and certain of its
affiliates may have voting and dispositive power with respect to certain
shares of Rental Service Common Stock held in asset management, brokerage
and other accounts. Goldman Sachs and such affiliates disclaim beneficial
ownership of such shares of Rental Service Common Stock.
###
United Rentals, Inc.
Investor contact: Media contact:
Robert Miner Fred Bratman or Tracy Williams
United Rentals Sard Verbinnen & Co.
Phone: 203-622-3131 Phone: 212-687-8080
Fax: 203-622-6080 Fax: 212-687-8344
E-mail: [email protected] E-mail: [email protected]
or [email protected]
