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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
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(FINAL AMENDMENT)
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Prime Service, Inc.
(Name of Subject Company)
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PS Acquisition Corp.
a wholly owned subsidiary of
Atlas Copco North America Inc.
(Bidders)
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Common Stock, $.01 Par Value Per Share
(Title of Class of Securities)
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00074157E1
(CUSIP Number of Class of Securities)
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Mr. Mark Cohen
Atlas Copco North America Inc.
1211 Hamburg Turnpike, Suite 214
Wayne, New Jersey 07470
(Name, address and telephone number of persons authorized to
receive notices and communications on behalf of bidders)
Copy to
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
Attention: Stephen R. Rusmisel, Esq.
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In accordance with Instruction F to Schedule 14D-1, this Final Amendment to
Schedule 14D-1 also constitutes a filing by the Bidders of a statement on
Schedule 13D with respect to all securities of the Subject Company acquired
pursuant to the Tender Offer which is the subject of the Bidders' Schedule
14D-1.
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This Amendment No. 1 (FINAL AMENDMENT) amends and supplements
the Tender Offer Statement on Schedule 14D-1 dated June 9, 1997 (the "Schedule
14D-1") filed by PS Acquisition Corp., a Delaware corporation (the "Offeror"),
and Atlas Copco North America Inc., a Delaware corporation ("Parent"), in
connection with the offer to purchase all of the outstanding shares of common
stock, par value $0.01 per share, of Prime Service, Inc., a Delaware corporation
(the "Company"), at $32.00 per share, net to the seller in cash. Unless
otherwise indicated, all terms referred to herein shall have the same meaning as
set forth in the Schedule 14D-1. In accordance with Instruction F to Schedule
14D-1, this Final Amendment also constitutes a filing by Parent and the Offeror
of a statement on Schedule 13D with respect to all Shares acquired pursuant to
the Offer.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended to add the following:
At 12:01 a.m., New York City time, on July 8, 1997, the
Offeror accepted for payment pursuant to the Offer all Shares validly tendered
and not withdrawn as of the Expiration Date of the Offer. Atlas Copco announced
that as of the Expiration Date of the Offer approximately 99.0% of the issued
and outstanding Shares (or 27,746,724 Shares) had been validly tendered and not
withdrawn. The number of Shares accepted for payment is based on a preliminary
count by the Depositary and includes physical tenders of Share certificates and
tenders pursuant to the procedures for guaranteed delivery.
Item 7. Contracts, Arrangements, Understandings or Relationships With Respect
to the Subject Company's Securities.
Item 7 is hereby amended to add the following:
In connection with the Merger, the Offeror anticipates
entering into a stock purchase agreement (the "Stock Purchase Agreement") with
one director and one executive officer of the Company pursuant to which the
Offeror will purchase from such persons for $32.00 per share, net to the sellers
in cash, 39,958 Shares and 100 Shares, respectively. The purchases contemplated
by the Stock Purchase Agreement will be consummated immediately prior to the
Effective Time.
Item 11. Material to be Filed as Exhibits.
(a)(9) Press Release issued by Parent dated July 8, 1997.
(a)(10) Press Release issued by Atlas Copco dated July 8,
1997.
(a)(11) Press Release issued by the Company dated July 8, 1997.
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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.
ATLAS COPCO NORTH AMERICA INC.
By: /s/ Mark Cohen
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Name: Mark Cohen
Title: Executive Vice President
PS ACQUISITION CORP.
By: /s/ Mark Cohen
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Name: Mark Cohen
Title: President
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EXHIBIT INDEX
Exhibit (a)(9) Press Release issued by Parent dated July 8, 1997.
(a)(10) Press Release issued by Atlas Copco dated July 8, 1997.
(a)(11) Press Release issued by the Company dated July 8, 1997.
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Exhibit (a)(9)
July 8, 1997, Tuesday - 08:45 Eastern Time
SECTION: Financial News
DISTRIBUTION: TO BUSINESS EDITOR
LENGTH: 604 words
HEADLINE: Atlas Copco Acquires 99 Percent of Prime Service Via Tender Offer
BODY:
Atlas Copco North America, Inc., a subsidiary of Sweden-based Atlas Copco
AB, announced today that it has purchased 99 percent of the outstanding shares
of Prime Service, Inc. (NYSE: PRS), one of the largest rental equipment
companies in the United States. The shares were purchased pursuant to a USD 32
per share cash tender offer commenced on June 9, 1997. Consistent with a
previously announced agreement, the Prime Service shares not acquired by Atlas
Copco in the tender offer will be converted into the right to receive USD 32 in
cash per share in a merger which is expected to be completed within a week.
Following the merger, 100 percent of the outstanding shares of Prime Service
will be owned by Atlas Copco. All necessary approvals for the acquisition have
been granted. Atlas Copco will consolidate Prime Service from July 1, 1997.
STOCKHOLM, Sweden, and HOUSTON, July 8
Thomas B. Bennett, Chairman of the Board and Chief Executive Officer of Prime
Service, said, "Our employees and the management team of Prime are excited about
our new affiliation with Atlas Copco, a corporate parent already involved in our
industry. We continue to receive positive comments from our customers, which are
supportive of the merger. We feel that this association with Atlas Copco and its
subsidiary companies will greatly enhance our capacity to serve our customers
and will support our future growth."
Giullo Mazzalupi, President and Chief Executive Officer of Atlas Copco AB,
said, "The acquisition is a strategic move by Atlas Copco to increase revenues
generated from the use of our products, including accessories, service and
rental operations."
The acquisition will have a positive effect on Atlas Copco's cashflow from
1998, although there will be a negative effect on earnings per share for the
period 1997 and 1998 by a maximum of 5 percent. The transaction will be financed
mainly in the U.S. commercial paper market.
Prime Service is one of the largest companies in the rental equipment
industry in the United States, and currently operates 122 rental equipment
locations in 14 states. Prime Service rents over 100 different types of
equipment, including aerial manlifts, portable air compressors, forklifts, light
earth moving equipment and power tools. Prime Service has a base of over 40,000
customers ranging from Fortune 500 companies to subcontractors and homeowners.
Total revenue for 1996 was approximately USD 330 million.
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PAGE 3
PR Newswire, July 8, 1997
Atlas Copco had 1996 sales of USD 3,656 million of which about 25 percent
were in the U.S. Following the acquisition of Prime Service, the number of
employees in the U.S. amounts to approximately 6,350, including 2,200 people
from Prime. Atlas Copco North America Inc., is the holding company for well-
known U.S. companies including Milwaukee Electric Tool Corporation and Chicago
Pneumatic Tool Company.
Atlas Copco manufactures and sells compressors, construction and mining
equipment, power tools, assembly systems and motion control products.
Prior to consummation of the Atlas Copco tender offer, approximately 74
percent of the outstanding Prime Service common shares were owned by Investcorp
S.A., and certain international investors. SOURCE Prime Service, Inc.
CONTACT: Todd Fogarty of Kekst and Company, 212-521-4800, for Prime Service;
or Lennart Johansson, SVP Controlling Accounting & Auditing, +46-8-743-85-70,
Hans Ola Meyer, SVP Group Treasurer, +46-8-743-82-92, or Carl-Johan
Wachtmeister, SVP Corporate Communications, +46-8-743-80-70, +46-70-543-80-70,
all for Atlas Copco
LANGUAGE: ENGLISH
LOAD-DATE: July 8, 1997
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Exhibit (a)(10)
Sweden's Atlas Copco Bids for Prime Service
STOCKHOLM (Reuter) - Swedish industrial engineer Atlas Copco said Monday it
bid seven billion crowns, or $900 million, for U.S. machinery leasing group
Atlas Copco said in a statement that its bid of $32 a share had been approved by
Prime Service's board. Atlas Copco's chief executive Giulio Mazzalupi said the
acquisition increased the group's opportunity to develop its business in the
U.S. and enhance growth potential. "Atlas Copco will also achieve a leading
position in service of construction and industrial equipment in the U.S.,"
Mazzalupi said. Prime Service is the second largest equipment rental company in
the U.S., currently operating 122 rental equipment locations in 14 states and
rents over 100 different types of equipment. It has aout 2,000 staff. Total
revenue in 1996 was about $330 million with an operating profit of $66 million.
Atlas Copco said the acquisition would positively affect cash flow per share
from the first full operational year but earnings per share would decrease
during the first two years by a maximum of five percent. The acquisition would
be financed through a mixture of cash, commercial paper and banklines. Prime
Service was acquired in December 1994 by Investcorp, certain international
investors and Prime Service management. The company completed an initial public
offering in October 1996. "Investcorp and the other international investors, who
currently own about 74 percent of the outstanding shares of Prime Service, have
agreed to tender all of their shares as part of the Atlas Copco acquisition,"
the statement said. A bid of $32 a share represents a 29 percent premium over
current share price of Prime on June 6.
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Exhibit (a)(11)
Atlas Copco buying Prime Service
Copyright © 1997 Nando.net
Copyright © 1997 The Associated Press
HOUSTON (June 9, 1997 11:13 a.m. EDT) -- Atlas Copco North America Inc.
will buy Prime Service Inc., one of the nation's largest industrial equipment
rental companies, for $900 million, Atlas Copco announced Monday.
The subsidiary of Sweden-based Atlas Copco AB will acquire all outstanding
shares of Prime Service at a price of $32 per share in cash. The $900 million
price excludes $260 million in debt.
Atlas Copco immediately began its cash tender for all of Prime Service's
approximately 28 million shares.
Prime Service, which specializes in construction equipment rentals, was
bought in December 1994 by Investcorp, a group of international investors and
Prime Service management.
Investcorp and the other international investors, who currently own
approximately 74 percent of the outstanding shares of Prime Service, have agreed
to tender all of their shares as part of the acquisition.
The boards of directors of both Houston-based Prime Service and Atlas Copco
have approved the deal, which is now subject to antitrust review.
"The acquisition increases the opportunity to develop our business in the
United States, to be close to the customers, and to enhance the growth potential
of Atlas Copco products," said Giulio Mazzalupi, Atlas Copco AB president and
chief executive officer.
Atlas also cited a clear trend toward companies renting instead of buying
equipment.
Prime Service currently operates 122 rental equipment locations in 14 states
and reported 1996 revenue of about $330 million.
Atlas Copco, with about 21,000 employees worldwide, is among the world's
leading suppliers of products and services for air and gas compression,
industrial manufacturing, rock excavation, light construction and demolition, as
well as installation, repair and service.
Atlas Copco North America Inc. is the holding company for several U.S.
companies including Milwaukee Electric Tool Corp. and Chicago Pneumatic Tool Co.
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