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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 9, 1999
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Rental Service Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21237 33-0569350
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(State or Other Jurdisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona 85254
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (480) 905-3300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On June 9, 1999, Rental Service Corporation (the "Company") and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), executed an
amendment (the "Amendment") to the Rights Agreement, dated as of April 16, 1999,
between the Company and the Rights Agent (the "Rights Agreement").
The Amendment amends the Rights Agreement (including the exhibits thereto)
to provide that the Rights Agreement will expire on the earlier of (1) the close
of business on December 9, 1999, (2) the time at which the rights thereunder
(the "Rights") are redeemed as provided in the Rights Agreement, (3) the closing
of any merger or other acquisition transaction involving the Company pursuant to
a merger or other acquisition agreement between the Company and any person which
has been approved by the Board of Directors of the Company prior to such person
becoming an Acquiring Person (as defined in the Rights Agreement), at which time
the Rights are deemed terminated, and (4) the time at which the Rights are
exchanged pursuant to the Rights Agreement. In addition, in light of the
termination of the Agreement and Plan of Merger, dated as of January 20, 1999
(the "NationsRent Merger Agreement"), between the Company and NationsRent, Inc.
("NationsRent"), the Amendment further amends the Rights Agreement to delete all
references therein to NationsRent, the NationsRent Merger Agreement and certain
other documents executed by RSC and NationsRent in connection therewith,
including, among others, a reference to the expiration of the Rights Agreement
60 days following termination of the NationsRent Merger Agreement.
A copy of the Amendment is attached hereto as an exhibit and is
incorporated by reference herein.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Exhibit
Number Description
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4.1 Amendment to Rights Agreement, dated as of June 9, 1999,
between Rental Service Corporation and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent.*
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* Filed as an Exhibit to Amendment No. 14 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed June 9, 1999 and incorporated by reference
herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 9, 1999
RENTAL SERVICE CORPORATION
By: /s/ Robert M. Wilson
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Name: Robert M. Wilson
Title: Executive Vice President,
Chief Financial Officer,
Secretary and Treasurer
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amendment to Rights Agreement, dated as of June 9, 1999, between Rental
Service Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent.*
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* Filed as an Exhibit to Amendment No. 14 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed June 9, 1999 and incorporated by reference
herein.
