<PAGE>
-------------------------------
/ OMB APPROVAL /
-------------------------------
/ OMB Number: 3235-0145 /
/ Expires: August 31, 1999 /
/ Estimated average burden /
/ hours per response....14.90 /
-------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.____)/1/
National Equipment Services, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
635847 10 6
------------------------------
(CUSIP Number)
December 31, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
- ---------------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11 Pages
<PAGE>
- -------------------------
CUSIP No. 635847 10 6 13G
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Golder, Thoma, Cressey, Rauner Fund V, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF None (See Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
13,836,855 (See Item 4)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None (See Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
13,836,855 (See Item 4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
13,836,855 (See Item 4)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
57.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
12
PN
- ------------------------------------------------------------------------------
Page 2 of 11 Pages
<PAGE>
- -------------------------
CUSIP No. 635847 10 6 13G
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
GTCR V, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF None (See Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
13,836,855 (See Item 4)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None (See Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
13,836,855 (See Item 4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
13,836,855 (See Item 4)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
57.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
12
PN
- ------------------------------------------------------------------------------
Page 3 of 11 Pages
<PAGE>
- -------------------------
CUSIP No. 635847 10 6 13G
- -------------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1
Golder, Thoma, Cressey, Rauner, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
4
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
5
NUMBER OF None (See Item 4)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
13,861,142 (See Item 4)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
7
REPORTING None (See Item 4)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
13,861,142 (See Item 4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
13,861,142 (See Item 4)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (See Instructions)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
57.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (See Instructions)
12
CO
- ------------------------------------------------------------------------------
Page 4 of 11 Pages
<PAGE>
SCHEDULE 13G
Item 1(a). Name of Issuer:
National Equipment Services, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
1800 Sherman Avenue
Evanston, Illinois 60201
Item 2(a). Name of Persons Filing:
This statement is filed jointly by each of the following persons
pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange
Commission (the "SEC") under Section 13 of the Securities Exchange
Act of 1934, as amended (the "Act"): (i) Golder, Thoma, Cressey,
Rauner Fund V, L.P., a Delaware limited partnership, by virtue of
its direct beneficial ownership of Common Stock, (ii) GTCR V, L.P.,
a Delaware limited partnership, by virtue of it being the general
partner of Golder, Thoma, Cressey, Rauner Fund V, L.P., and (iii)
Golder, Thoma, Cressey, Rauner, Inc., a Delaware corporation, by
virtue of it being the general partner of GTCR V, L.P. and the
managing general partner of GTCR Associates V (which possesses
direct beneficial ownership of Common Stock). Golder, Thoma,
Cressey, Rauner Fund V, L.P., GTCR V, L.P. and Golder, Thoma,
Cressey, Rauner, Inc. are sometimes referred to herein individually
as a "Reporting Person" and collectively as the "Reporting Persons."
Information with respect to each of the Reporting Persons is given
solely by such Reporting Person, and no Reporting Person assumes
responsibility for the accuracy or completeness of information by
another Reporting Person. By their signature on this statement, each
of the Reporting Persons agrees that this statement is filed on
behalf of such Reporting Person. The Reporting Persons may be deemed
to constitute a "group" for purposes of Section 13(d)(3) of the Act.
The Reporting Persons expressly disclaim that they have agreed to
act as a group other than as described in this statement.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is
6100 Sears Tower, Chicago, Illinois 60606-6402.
Item 2(c). Citizenship:
Golder, Thoma, Cressey, Rauner Fund V, L.P. and GTCR V, L.P. are
limited partnerships organized under the laws of the State of
Delaware. Golder, Thoma, Cressey, Rauner, Inc. is a corporation
organized under the laws of the State of Delaware.
Page 5 of 11 Pages
<PAGE>
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share ("Common Stock").
Item 2(e). CUSIP No.:
635847 10 6
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
This statement is filed pursuant to Rule 13d-1(d). As such, the
listed alternatives are not applicable.
Item 4. Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1998, Golder, Thoma, Cressey, Rauner Fund V, L.P.
was the registered owner of 13,836,855 shares of Common Stock or
approximately 57.4% of the Common Stock outstanding as of December
31, 1998, assuming there were 24,121,885 shares of Common Stock
outstanding as of such date (as set forth in the Company's Form 10-Q
for the quarter ended September 30, 1998). By virtue of the
relationship between Golder, Thoma, Cressey, Rauner Fund V, L.P. and
GTCR V, L.P. described in Item 2(a), GTCR V, L.P. may be deemed to
possess indirect beneficial ownership of and share the power to vote
or direct the vote of the shares of Common Stock beneficially owned
by Golder, Thoma, Cressey, Rauner Fund V, L.P. By virtue of the
relationship between Golder, Thoma, Cressey, Rauner Fund V, L.P.,
GTCR V, L.P. and Golder, Thoma, Cressey, Rauner, Inc. described in
Item 2(a), Golder, Thoma, Cressey, Rauner, Inc. may be deemed to
possess indirect beneficial ownership of and share the power to vote
or direct the vote of the shares of Common Stock beneficially owned
by Golder, Thoma, Cressey, Rauner Fund V, L.P. GTCR V, L.P. and
Golder, Thoma, Cressey, Rauner, Inc. disclaim beneficial ownership
of (and the power to vote or direct the vote of) the shares of
Common Stock beneficially owned by Golder, Thoma, Cressey, Rauner
Fund V, L.P. The filing of this statement by GTCR V, L.P. and
Golder, Thoma, Cressey, Rauner, Inc. shall not be construed as an
admission that either is, for the purposes of Section 13(d) or
Section 13(g) of the Act, the beneficial owner of (or possesses the
power to vote or direct the vote of) any securities covered by this
statement.
Additionally, as of December 31, 1998, GTCR Associates V was the
registered owner of 24,287 shares of Common Stock or approximately
0.1% of the Common Stock outstanding as of December 31, 1998,
assuming there were 24,121,885 shares of Common Stock outstanding as
of such date (as set forth in the Company's Form 10-Q for the
quarter ended September 30, 1998). By virtue of the relationship
between GTCR Associates V and Golder, Thoma, Cressey, Rauner, Inc.
described in Item
Page 6 of 11 Pages
<PAGE>
2(a), Golder, Thoma, Cressey, Rauner, Inc. may be deemed to possess
indirect beneficial ownership of and share the power to vote or
direct the vote of the shares of Common Stock beneficially owned by
GTCR Associates V. Golder, Thoma, Cressey, Rauner, Inc. disclaims
beneficial ownership of (and the power to vote or direct the vote
of) the shares of Common Stock beneficially owned by GTCR Associates
V. The filing of this statement by Golder, Thoma, Cressey, Rauner,
Inc. shall not be construed as an admission that it is, for the
purposes of Section 13(d) or Section 13(g) of the Act, the
beneficial owner of (or possesses the power to vote or direct the
vote of) any securities covered by this statement.
(b) Percent of Class: (Assuming 24,121,885 shares outstanding as of
December 31, 1998)
Each of Golder, Thoma, Cressey, Rauner Fund V, L.P. and GTCR V,
L.P.: 57.4%
Golder, Thoma, Cressey, Rauner, Inc.: 57.5%
(c) Number of shares as to which each of Golder, Thoma, Cressey, Rauner
Fund V, L.P. and GTCR V, L.P. has:
(i) sole power to vote or to direct the vote: None (See Item 4(a))
(ii) shared power to vote or to direct the vote: 13,836,855 (See
Item 4(a))
(iii) sole power to dispose or to direct the disposition of: None
(See Item 4(a))
(iv) shared power to dispose or to direct the disposition of:
13,836,855 (See Item 4(a))
Number of shares as to which Golder, Thoma, Cressey, Rauner, Inc.
has:
(i) sole power to vote or to direct the vote: None (See Item 4(a))
(ii) shared power to vote or to direct the vote: 13,861,142 (See
Item 4(a))
(iii) sole power to dispose or to direct the disposition of: None
(See Item 4(a))
(iv) shared power to dispose or to direct the disposition of:
13,861,142 (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class:
Page 7 of 11 Pages
<PAGE>
If this statement is filed to report the fact that as of the date
hereof, the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check
the following [_].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certification:
Not Applicable.
Page 8 of 11 Pages
<PAGE>
SIGNATURE
After reasonable 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.
Date: January 21, 1999 GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.
By: GTCR V, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its
General Partner
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
GTCR V, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its
General Partner
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
Page 9 of 11 Pages
<PAGE>
EXHIBIT A
---------
SCHEDULE 13G JOINT FILING AGREEMENT
_____________________
The undersigned and each other person executing this joint filing
agreement (this "Agreement") agree as follows:
(i) The undersigned and each other person executing this Agreement are
individually eligible to use the Schedule 13G to which this Exhibit is attached
and such Schedule 13G is filed on behalf of each of the undersigned and each
other person executing this Agreement; and
(ii) The undersigned and each other person executing this Agreement
are responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such person contained therein; but none of the undersigned or any other person
executing this Agreement is responsible for the completeness or accuracy of the
information concerning any other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which, taken together, shall
constitute one and the same instrument.
Date: January 21, 1999 GOLDER, THOMA, CRESSEY, RAUNER FUND V, L.P.
By: GTCR V, L.P., its General Partner
By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its
General Partner
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
Page 10 of 11 Pages
<PAGE>
GTCR V, L.P.
By: GOLDER, THOMA, CRESSEY, RAUNER, INC., its
General Partner
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
GOLDER, THOMA, CRESSEY, RAUNER, INC.
/s/ William C. Kessinger
By: __________________________
Name: William C. Kessinger
Title: Principal
Page 11 of 11 Pages
