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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 8, 1997
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(Date of Report--Date of Earliest Event Reported)
PRIME SERVICE, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-12153 76-0452435
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16225 PARK TEN PLACE, SUITE 200, HOUSTON, TEXAS 77084
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(Address of Principal Executive Offices)
(281) 578-5600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On June 8, 1997, Prime Service, Inc. (the "Company"), Atlas Copco North
America Inc. ("Parent") and PS Acquisition Corp. ("Purchaser") entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Purchaser commenced a tender offer (the "Offer") to purchase for $32.00 per
share, net to the sellers in cash (the "Merger Consideration"), all of the
issued and outstanding shares of common stock, $0.01 par value per share, of the
Company (the "Shares").
At 12:00 midnight on July 7, 1997, the Offer expired and at 12:01 a.m. on
July 8, 1997, Purchaser gave notice to the Bank of New York, as Depository for
the Offer, of its decision to accept for payment all Shares validly tendered
pursuant to the Offer. The total number of Shares validly tendered pursuant to
the Offer was 27,880,799 (the "Tendered Shares"). On July 11, 1997, Purchaser
paid for all the Tendered Shares in accordance with the terms of the Offer. The
aggregate purchase price for the Tendered Shares was $892,185,568.
Based on information contained in the Schedule 14D-1 dated June 9, 1997
filed by Parent with the Securities and Exchange Commission (the "Commission"),
the Company believes that (i) the Purchaser's source of funds to acquire the
Shares was Parent, (ii) Parent's source of funds for the purchase of the Shares
was through capital contributions or advances made by its parent corporation,
Atlas Copco AB ("Atlas Copco") and (iii) Atlas Copco obtained the funds for such
capital contributions or advances from its available cash and working capital, a
senior revolving credit facility with Merrill Lynch Capital Corporation and
other related financings.
On July 15, 1997, Purchaser was merged (the "Merger") with and into the
Company. As a result of the Merger, (i) the separate existence of Purchaser
ceased and the Company will continue as the surviving corporation under the
laws of the State of Delaware and as a wholly-owned subsidiary of Parent and
(ii) each Share, other than Dissenting Shares, if any (as defined in the
Merger Agreement), will be converted into the right to receive the Merger
Consideration.
In accordance with the terms of the Merger Agreement, following Purchaser's
payment for the Tendered Shares, each of the Company's board of directors, other
than Thomas E. Bennett, resigned effective as of July 11, 1997 and were replaced
by Parent designees.
The foregoing summary of the terms and provisions of the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement, which is
incorporated herein by reference as Exhibit 1.
ITEM 5. OTHER EVENTS.
On July 8, 1997, the New York Stock Exchange, Inc. (the "NYSE") suspended
trading in the Company common stock. The Company has filed or intends to file
shortly hereafter, a statement on Form 15 with the Commission. The Company
expects that the NYSE will file a statement on Form 25 with the Commission
requesting that the Commission strike from listing and registration the Company
common stock.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
NO. DESCRIPTION
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1 Merger Agreement (incorporated by reference from Exhibit 99.1 of
the Company's Schedule 14D-9 dated June 9, 1997 filed with the
Commission on June 9, 1997.
2 Press Release dated July 8, 1997.
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: July 16, 1997
PRIME SERVICE, INC.
By: \s\ Thomas E. Bennett
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Name: Thomas E. Bennett
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Title: President
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EXHIBIT 2 -- PRESS RELEASE
Atlas Copco Acquires 99 Percent of Prime Service Via Tender Offer
STOCKHOLM, Sweden, and HOUSTON, July 8 -- 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.
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."
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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.
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.
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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
