UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
NATIONAL EQUIPMENT SERVICES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635847 10 6
(CUSIP Number)
LAWRENCE C. TUCKER
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York
(212) 483-1818
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 18, 1999
(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 [ ].
*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).
<PAGE>
2
CUSIP No. 635847 10 6
1 NAME OF REPORTING PERSON
THE 1818 FUND III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,615,384
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,615,384
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,615,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
3
CUSIP No. 635847 10 6
1 NAME OF REPORTING PERSON
BROWN BROTHERS HARRIMAN & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,615,384
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,615,384
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,615,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
4
CUSIP No. 635847 10 6
1 NAME OF REPORTING PERSON
T. MICHAEL LONG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,615,384
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,615,384
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,615,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
5
CUSIP No. 635847 10 6
1 NAME OF REPORTING PERSON
LAWRENCE C. TUCKER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,615,384
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON 4,615,384
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,615,384
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.06%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
6
This Amendment No. 1 with respect to the Statement on Schedule 13D
filed on May 24, 1999 (the "Statement"), relating to the common stock, par value
$.01 per share, issued by National Equipment Services, Inc., a Delaware
corporation, hereby amends the Statement in the following respects only. Unless
otherwise indicated, all capitalized terms shall have the same meaning as
provided in the Statement.
Item 3. Source and Amount of Funds or Other Consideration.
The first sentence of the first paragraph of Item 3 is hereby deleted
and replaced in its entirety with the following:
Pursuant to a Stock Purchase Agreement, dated as of April 27,
1999 (the "Stock Purchase Agreement"), among the Company, the Fund and
the other parties signatory thereto, on May 14, 1999 and June 18, 1999
the Company issued, and the Fund acquired from the Company, 36,000
shares and 24,000 shares, respectively, of Senior Redeemable
Convertible Preferred Stock, Series A, par value $.01 per share (the
"Preferred Stock"), of the Company.
The second paragraph of Item 3 is hereby deleted and replaced in its
entirety with the following:
The consideration paid by the Fund for the shares of Preferred
Stock it purchased under the Stock Purchase Agreement consisted of
$60,000,000 in cash, which was obtained by the Fund from capital
contributions made by its partners pursuant to pre-existing capital
commitments.
Item 4. Purpose of Transaction.
The second sentence of the second paragraph of Item 4 is hereby deleted
in its entirety.
Item 5. Interest in Securities of the Issuer.
The first two paragraphs of Item 5, paragraphs (a) through (c) are
hereby deleted and replaced in their entirety with the following:
(a) through (c). As set forth above, on May 14, 1999 the Fund
acquired 36,000 shares of Preferred Stock and on June 18, 1999 the Fund
acquired 24,000 shares of Preferred Stock. Accordingly, as of June 18,
1999, assuming the conversion of the shares of Preferred Stock held by
the Fund into shares of Common Stock as of such date, the Fund may be
deemed to own 4,615,384 shares of Common Stock, which, based on
calculations made in accordance with Rule 13-d3(d) promulgated under
the Exchange Act and there being 24,121,885 shares of Common Stock
outstanding (as represented to the Fund by the Company in the Stock
Purchase Agreement), represents 16.06% of the outstanding shares of
Common Stock.
<PAGE>
7
By virtue of BBH&Co.'s relationship with the Fund, BBH&Co. may
be deemed to beneficially own 4,615,384 shares of Common Stock,
representing approximately 16.06% of the outstanding shares of Common
Stock based on the number of shares of Common Stock outstanding (as
represented by the Company to the Fund in the Stock Purchase
Agreement). By virtue of the resolution adopted by BBH&Co. designating
Long and Tucker, or either of them, as the sole and exclusive partners
of BBH&Co. having voting power (including the power to vote or to
direct the voting) and investment power (including the power to dispose
or to direct the disposition) with respect to the securities of the
Company, each of Long and Tucker may be deemed to beneficially own
4,615,384 shares of Common Stock, representing approximately 16.06% of
the outstanding shares of Common Stock based on the number of shares of
Common Stock outstanding (as represented by the Company to the Fund in
the Stock Purchase Agreement).
<PAGE>
8
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 28, 1999
THE 1818 FUND III, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
----------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
----------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ T. Michael Long
-------------------
T. Michael Long
/s/ Lawrence C. Tucker
----------------------
Lawrence C. Tucker
