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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PRIME SERVICE, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
74157E1
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(CUSIP Number)
E. Michael Greaney, Gibson, Dunn & Crutcher,
200 Park Avenue, New York, N.Y. 10166-0193
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
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Schedule 13D
CUSIP No. 74157E1 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVESTCORP S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,049,432
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,049,432
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,432
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.75%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* Filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act
of 1934, as amended.
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Schedule 13D
CUSIP No. 74157E1 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIPCO Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Island
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 8,049,432
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,049,432
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,432
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
Not Applicable
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.75%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
* Filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of
1934, as amended.
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CUSIP NO. 74157E1 SCHEDULE 13D Page 4 of 7
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This Amendment No. 1 to Schedule 13D relates to the Common Stock, par
value $0.01 per share (the "Common Stock"), of Prime Service, Inc., a
Delaware corporation ("Prime").
This Amendment No. 1 to Schedule 13D is being filed pursuant to Rule
13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, on behalf of Investcorp S.A., a
Luxembourg corporation, ("Investcorp"), and Sipco Limited, a Cayman Islands
corporation ("Sipco" and collectively, the "Reporting Persons") to amend the
Reporting Persons' Schedule 13D as indicated herein to report, among other
things, that the entities that are record owners of the shares over which the
Reporting Persons have beneficial ownership and certain other shareholders of
Prime Common Stock have agreed to tender all of the shares of Prime Common
Stock owned by them to a subsidiary of Atlas Copco North America, Inc. ("Atlas
Copco") at a price of at least $32.00 per share and have granted Atlas Copco a
proxy with respect to such shares.
The Reporting Persons previously filed a Schedule 13D respecting their
indirect beneficial ownership of approximately 28.75% of the Common Stock of
Prime Services Inc. Except as otherwise indicated herein, all defined terms
used herein shall have the meaning ascribed to them in such Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
No material change.
ITEM 2. IDENTITY AND BACKGROUND.
No material change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No material change.
ITEM 4. PURPOSE OF TRANSACTION.
Two indirect wholly-owned subsidiaries of Investcorp which in the
aggregate own 1,089,658 shares of Prime Common Stock (the "Investcorp
Subsidiaries"), certain other entities (the "Managed Entities") that in the
aggregate own 6,960,274 shares of Prime Common Stock as to which Investcorp
may be deemed to share beneficial ownership, and certain other shareholders
of Prime Common Stock (collectively with the Investcorp Subsidiaries and the
Managed Entities, the "International Investors") each have entered into a
Stockholder Agreement with Atlas Copco North America, Inc. ("Atlas Copco")
dated as of June 8, 1997 (the "Stockholder Agreement") (filed herewith) in
connection with the execution by Atlas Copco, PS Acquisition Corp. ("Newco")
and Prime of an Agreement and Plan of Merger dated June 8, 1997 (the "Merger
Agreement"). In connection with the Stockholder Agreement, Investcorp has
executed the Investcorp Bank E.C. Guaranty (the "Investcorp Guaranty") (filed
herewith as part of the Stockholder Agreement), guaranteeing the performance
of the International Investors of their respective obligations and agreements
under the Stockholder Agreement. The Investcorp Guaranty terminates
immediately following the merger.
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CUSIP NO. 74157E1 SCHEDULE 13D Page 5 of 7
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Pursuant to the Stockholder Agreement, each of the International
Investors has agreed to vote in favor of the merger provided for under the
Merger Agreement and has granted and appointed Atlas Copco as irrevocable
proxy and attorney-in-fact to vote the International Investor's respective
shares in favor of such merger. Pursuant to the Stockholder Agreement, each
of the International Investors also has agreed to tender and sell to Newco
all of its respective shares of Prime Common Stock pursuant to and in
accordance with the terms of the Offer to Purchase to be made by Newco
pursuant to the Merger Agreement. Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, Newco will merge into
Prime, with Prime continuing as the surviving corporation (the "Surviving
Corporation"). At the time of the merger all shares of Prime Common Stock
will be canceled and retired and the common stock of Newco will be converted
into common stock of the Surviving Corporation, resulting in Atlas Copco
holding all outstanding shares of common stock of the Surviving Corporation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) No material change.
(b) (i) See Cover Page Items 7 and 8. Investcorp does not have the
sole power to vote or to dispose of any shares of the Common Stock. Investcorp
shares the power to direct the voting and to direct the disposition of over
1,089,658 shares of the Common Stock held by the Investcorp Subsidiaries. In
addition, Investcorp may be deemed to share the power to direct the voting and
to direct the dispositon of an additional 6,960,274 shares of the Common Stock
owned by the Managed Entities, because such entities or their shareholders or
principals have entered into revocable management services or similar
agreements with an affiliate of Investcorp pursuant to which each such entity
or person indirectly has granted such affiliate the authority to direct the
voting and disposition of the Common Stock owned by such entity for so long as
such agreement is in effect. Pursuant to the Stockholder Agreement, the power
to vote or to direct the vote and the power to direct the disposition of the
shares of Prime Common Stock owned by the Investcorp Subsidiaries and the
Managed Entities is shared with respect to certain matters and subject to
certain terms and conditions with Atlas Copco and/or Newco.
(ii) SIPCO does not directly own any Common Stock. The shares listed as
beneficially owned by SIPCO consist of the shares Investcorp may be deemed to
beneficially own. SIPCO, which is a passive holding company entity without
operations or employees, may be deemed to control Investcorp through its
ownership of a majority of the stock of a company which indirectly owns a
majority of Investcorp's outstanding stock. Pursuant to the Stockholder
Agreement, the power to vote or to direct the vote and the power to direct
the disposition of the shares owned by the Investcorp Subsidiaries and the
Managed Entities is shared with respect to certain matters and subject to
certain terms and conditions with Atlas Copco and/or Newco.
(c) No material change.
(d) The response to Item 6 is incorporated herein by reference.
(e) Not applicable.
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CUSIP NO. 74157E1 SCHEDULE 13D Page 6 of 7
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The response to Item 4 is incorporated herein by reference.
Pursuant to the Stockholder Agreement each International Investor also
agreed that (i) if the Merger Agreement is terminated because Prime's Board
of Directors exercises its fiduciary duties and if the International Investor
receives consideration of more than $32.00 a share from a third party in
connection with or following any public announcement of a Third Party
Business Combination (as defined in the Stockholder Agreement), the
International Investor shall pay to Atlas Copco 100% of (A) the excess of (1)
such consideration up to and including $36.00, over (2) $32.00, multiplied by
(B) the number of shares with respect to which such consideration was
received; (ii) if the International Investor receives consideration of more
than $32.00 a share from Atlas Copco in connection with or following any
public announcement of a Third Party Business Combination (as defined in the
Stockholder Agreement), the International Investor shall pay to Atlas Copco
an amount equal to (A) 100% of the excess of (1) the consideration up to and
including $34.00, over (2) $32.00 and (B) 50% of the excess of (1) the
consideration up to and including $36.00 over (2) $34.00, in each case
multiplied by the number of shares with respect to which such consideration
was received; and (iii) if Atlas Copco pays the International Investor more
than $32 a share and sells the stock or assets of Prime within 180 days,
Atlas Copco shall pay to the International Investor the excess of the sales
proceeds in connection with such sale over the aggregate price paid for the
shares by Atlas Copco. Under management service and other agreements with
certain of the International Investors' shareholders, Investcorp has a
contingent right to a fee based upon the investment return realized on the
portfolio of securities managed by Investcorp's subsidiaries.
In the Stockholder Agreement, each International Investor also agreed,
among other things, not to solicit, initiate, enter into or participate in
any inquiries, proposals, offers or negotiations from any person other than
Atlas Copco and its affiliates relating to any Transaction Proposal (as
defined in the Merger Agreement) and not to offer for sale, sell, transfer,
tender, pledge, encumber, assign or otherwise dispose of any shares of Prime
Common Stock owned by it.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Stockholder Agreement dated as of June 8, 1997 between Atlas Copco and
the International Investors (includes the Investcorp Bank E.C. Guaranty)
2. Agreement and Plan of Merger dated as of June 8, 1997 among Atlas
Copco, PS Acquisition Corp. and Prime (incorporated herein by reference
to Exhibit 99.1 to the Schedule 14D-9 filed June 9, 1997 by Prime.)
ITEM 8. CERTIFICATION AND SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
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CUSIP NO. 74157E1 SCHEDULE 13D Page 7 of 7
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INVESTCORP S.A.
By: /s/ Gary S. Long June 9, 1997
Title: Authorized Representative
SIPCO LIMITED
By: /s/ Gary S. Long June 9, 1997
Title: Authorized Representative
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Exhibit List
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Stockholder Agreement
