SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Amendment No. 17
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 (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.
Item 10. Additional Information.
The information set forth in Item 10(e) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 19, 1999, the United States District Court for the District of
Connecticut (the "Connecticut Court") held a hearing at which Parent stated
its intention to provide statements under oath concerning the nature of the
relationships, if any, between the persons Parent has nominated to elect to
the Company Board of Directors (the "Nominees") and Parent. The Connecticut
Court has tentatively set a hearing concerning Parent's motion to dismiss
and related matter for June 9, 1999.
On May 21, 1999, NationsRent filed a motion to dismiss (the
"NationsRent Motion to Dismiss") with respect to the litigation initiated
by Parent and Purchaser in the Chancery Court of the State of Delaware (the
"Delaware Court") on April 5, 1999. The complete text of the NationsRent
Motion to Dismiss is filed as Exhibit (g)(15) hereto and is incorporated by
reference herein.
On May 24, 1999, the Company filed a motion to dismiss (the "Company
Motion to Dismiss") with respect to the litigation initiated by Parent and
Purchaser in the Delaware Court on April 5, 1999. The complete text of the
Company Motion to Dismiss is filed as Exhibit (g)(16) hereto and is
incorporated by reference herein.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
On May 25, 1999, Parent disseminated a letter to the stockholders of
the Company, a copy of which letter is filed as Exhibit (a)(24) hereto and
is incorporated by reference herein.
Item 11. Materials to be Filed as Exhibits.
(a)(24) Letter from Parent to stockholders of the Company,
dated May 25, 1999.
(g)(15) NationsRent's motion to dismiss, dated May 21,
1999, filed by NationsRent in the Court of Chancery
of the State of Delaware.
(g)(16) The Company's motion to dismiss, dated May 24,
1999, filed by the Company in the Court of Chancery
of the State of Delaware.
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 25, 1999
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
(a)(24) Letter from Parent to stockholders of the Company, dated
May 25, 1999.
(g)(15) NationsRent's motion to dismiss, dated May 21, 1999, filed
by NationsRent in the Court of Chancery of the State of
Delaware.
(g)(16) The Company's motion to dismiss, dated May 24, 1999, filed
by the Company in the Court of Chancery of the State of
Delaware.
[UNITED RENTALS LOGO]
May 25, 1999
Dear Rental Service Stockholder:
With the NationsRent-Rental Service transaction terminated, there is
only one offer outstanding to acquire your shares of Rental Service -- our
$22.75 premium cash offer. By signing and returning your BLUE consent card
and tendering your shares today, you will be taking decisive action to help
ensure that your Board acts to accept this attractive offer for your
shares.
o THE UNITED RENTALS OFFER DELIVERS SUPERIOR VALUE
We believe that our offer represents a fair premium to Rental Service
stockholders, but we need your help to complete a United Rentals/Rental
Service merger.
United Rentals' $22.75 cash offer provides:
- a 45% premium to Rental Service's closing price on December 31, 1998
- a 32% premium to the $17.25 closing price of Rental Service shares
on the last trading day prior to our tender offer announcement
- a 28% premium to the 30-day average closing price prior to announcement
of our offer
In addition, OUR OFFER PROVIDES THE CERTAINTY OF CASH and we are
prepared to close the transaction quickly, ensuring that you receive cash
for your shares in a timely manner.
THE SOONER A UNITED RENTALS/RENTAL SERVICE MERGER AGREEMENT IS SIGNED,
THE SOONER YOU WILL RECEIVE PAYMENT FOR YOUR RENTAL SERVICE SHARES.
o ELECT AN INDEPENDENT BOARD THAT WILL ALLOW YOU THE RIGHT TO CHOOSE
It is uncertain whether the Rental Service Board will act promptly to
remove the remaining barriers to our offer. We urge you to remove this
Board and elect the United Rentals nominees, who will exercise their
fiduciary duties to consider United Rentals' $22.75 offer or any other
superior offer which may be made for Rental Service shares.
UNITED RENTALS RECOMMENDS THAT YOU TENDER YOUR SHARES BY MAY 27TH AND
CONSENT TO EACH OF THE UNITED RENTALS PROPOSALS.
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED BLUE CONSENT
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY. FAILURE TO
RETURN YOUR CONSENT CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
PROPOSALS.
Thank you for your support.
SEND A MESSAGE TO THE RENTAL SERVICE BOARD --
TENDER YOUR SHARES
SIGN AND RETURN THE BLUE CONSENT CARD TODAY
Sincerely,
/s/ Bradley S. Jacobs
------------------------------------
Bradley S. Jacobs
Chairman and Chief Executive Officer
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE, PLEASE CALL GEORGESON & COMPANY INC.
BANKS AND BROKERS, CALL TOLL FREE (212) 440-9800
ALL OTHERS, CALL COLLECT 1-800-223-2064
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., )
a Delaware corporation, )
)
Plaintiffs, )
)
v. )
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., ) Civil Action No. 17090NC
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, )
INC., a Delaware corporation, )
)
Defendants. )
NOTICE OF MOTION
TO: David J. Margules, Esquire Lewis H. Lazarus, Esquire
Wolf, Block, Schorr & Solis-Cohen LLP Morris, James, Hitchens & Williams
920 Market Street 222 Delaware Avenue
One Rodney Square, 3rd Floor Wilmington, Delaware 19801
Wilmington, DE 19801
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square, 7th Floor
Wilmington, DE 19801
PLEASE TAKE NOTICE that the attached Motion to Dismiss will be
presented to the Court at the earliest convenience of Court and counsel.
OF COUNSEL: /s/ Srinivas M. Raju
-----------------------------------------
Jesse A. Finkelstein
William Snipes Daniel A. Dreisbach
Sullivan & Cromwell Srinivas M. Raju
125 Broad Street Holly June Stiefel
New York, New York 10004 Richards, Layton & Finger
(212) 558-4000 One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendant NationsRent, Inc.
Dated: May 21, 1999
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., )
a Delaware corporation, )
)
Plaintiffs, )
)
v. )
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., ) Civil Action No. 17090NC
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, )
INC., a Delaware corporation, )
)
Defendants. )
MOTION TO DISMISS
Defendant NationsRent, Inc., by and through its attorneys, hereby
moves the Court to dismiss the first amended and supplemental complaint
filed by plaintiffs UR Acquisition Corporation and United Rentals, Inc.
(collectively, "URI") in this action on the grounds that:
(i) URI lacks standing to bring this action;
(ii) URI has failed to state a claim upon which relief can be
granted;
(iii) URI has failed to comply with Court of Chancery Rule
23.1;
(iv) URI is barred by the doctrine of laches: and
(iv) URI's claims are moot.
OF COUNSEL: /s/ Srinivas M. Raju
------------------------------------------
Jesse A. Finkelstein
William Snipes Daniel A. Dreisbach
Sullivan & Cromwell Srinivas M. Raju
125 Broad Street Holly June Stiefel
New York, New York 10004 Richards, Layton & Finger
(212) 558-4000 One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Defendant NationsRent, Inc.
Dated: May 21, 1999
CERTIFICATE OF SERVICE
I hereby certify this 21th day of May, 1999, that I caused copies
of the foregoing documents to be served by hand upon the following counsel:
Lewis H. Lazarus, Esquire
Morris, James, Hitchens & Williams
222 Delaware Avenue
Wilmington, DE 19801
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, DE 19801
David J. Margules, Esquire
Wolf, Block, Schorr & Solis-Cohen LLP
Suite 300
920 King Street
Wilmington, DE 19801
/s/ Srinivas Raju
----------------------------
Srinivas Raju
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., )
a Delaware corporation, )
)
Plaintiffs, )
)
v. )
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., ) Civil Action No. 17090
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, )
INC., a Delaware corporation, )
)
Defendants. )
NOTICE OF MOTION
TO: David J. Margules, Esquire Daniel A. Dreisbach, Esquire
Wolf, Block, Schorr & Solis-Cohen LLP Richards, Layton & Finger
920 King Street, Suite 300 One Rodney Square
Wilmington, DE 19801 P.O. Box 551
Wilmington, DE 19899
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
PLEASE TAKE NOTICE that the attached Motion to Dismiss will be
presented to the Court at the earliest convenience of Court and counsel.
MORRIS, JAMES, HITCHENS & WILLIAMS
/s/ Lewis H. Lazarus
__________________________________
Henry N. Herndon, Jr.
Lewis H. Lazarus
Michael A. Weidinger
222 Delaware Avenue
P.O. Box 2306
Wilmington, Delaware 19899
(302) 888-6800
Attorneys for the RSC Defendants
Dated: May 24, 1999
OF COUNSEL:
LATHAM & WATKINS
Marc W. Rappel
David H. Martin
James J. Farrell
Robert S. Leach
633 W. Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
UR ACQUISITION CORPORATION, a Delaware )
corporation, and UNITED RENTALS, INC., )
a Delaware corporation, )
)
Plaintiffs, )
)
v. )
)
MARTIN R. REID, WILLIAM M. BARNUM, JR., ) Civil Action No. 17090
JAMES R. BUCH, DAVID P. LANOHA, )
CHRISTOPHER A. LAURENCE, ERIC L. )
MATTSON, BRITTON H. MURDOCH, JOHN M. )
SULLIVAN, RENTAL SERVICE CORPORATION, a )
Delaware corporation, and NATIONSRENT, )
INC., a Delaware corporation, )
)
Defendants. )
MOTION TO DISMISS
Defendant Rental Service Corporation, Martin R. Reid, William M.
Barnum, Jr., James R. Buch, David P. Lanoha, Christopher A. Laurence, Eric
L. Mattson, Britton H. Murdoch and John M. Sullivan, by and through their
attorneys, hereby moves the Court to dismiss the first amended and
supplemental complaint filed by plaintiffs UR Acquisition Corporation and
United Rentals, Inc. (collectively, "URI") in this action on the grounds
that:
(i) URI lacks standing to bring this action;
(ii) URI has failed to state a claim upon which relief can be
granted;
(iii) URI has failed to comply with Court of Chancery Rule 23.1;
an
(iv) URI's claims are moot.
MORRIS, JAMES, HITCHENS & WILLIAMS
/s/ Lewis H. Lazarus
__________________________________
Henry N. Herndon, Jr.
Lewis H. Lazarus
Michael A. Weidinger
222 Delaware Avenue
P.O. Box 2306
Wilmington, Delaware 19899
(302) 888-6800
Attorneys for the RSC Defendants
Dated: May 24, 1999
OF COUNSEL:
LATHAM & WATKINS
Marc W. Rappel
David H. Martin
James J. Farrell
Robert S. Leach
633 W. Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
CERTIFICATE OF SERVICE
I HEREBY CERTIFY two copies of the foregoing Motion to Dismiss
have been hand-delivered this 24th day of May, 1999 to the following
counsel of record:
Daniel A. Dreisbach, Esquire
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
Edward P. Welch, Esquire
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
P.O. Box 636
Wilmington, DE 19899
David J. Margules, Esquire
Wolf, Block, Schorr & Solis-Cohen LLP
920 King Street
Wilmington, DE 19801-3319
/s/ Lewis H. Lazarus
_____________________________
Lewis H. Lazarus
