-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GDb/QFMSc/b5yIl8sG1uwTLzw0iMAmTRhjuVynEfMlkr7o/EgBAE6mx365WU6Owx Ay1VcU1+eLQhjm5ynGW+tg== 0000950172-99-000652.txt : 19990624 0000950172-99-000652.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950172-99-000652 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990528 GROUP MEMBERS: UNITED RENTALS INC /DE GROUP MEMBERS: UR ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENTAL SERVICE CORP CENTRAL INDEX KEY: 0001016572 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 330569350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-49011 FILM NUMBER: 99636820 BUSINESS ADDRESS: STREET 1: 6929 EAST GREENWAY PARKWAY STREET 2: STE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 BUSINESS PHONE: 6029053300 MAIL ADDRESS: STREET 1: 6929 GREENWAY PARKWAY STREET 2: SUITE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC /DE CENTRAL INDEX KEY: 0001067701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061522496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 SC 14D1/A 1 SCHEDULE 14D1 AMENDMENT NO. 19 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 AMENDMENT NO. 19 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 RENTAL SERVICE CORPORATION (Name of Subject Company) UR ACQUISITION CORPORATION UNITED RENTALS, INC. (Bidders) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 76009V 10 2 (CUSIP Number of Class of Securities) UNITED RENTALS, INC. FOUR GREENWICH OFFICE PARK GREENWICH, CT 06830 ATTN.: BRADLEY S. JACOBS CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER TELEPHONE:(203) 622-3131 FACSIMILE:(203) 622-6080 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: MILTON G. STROM, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 919 THIRD AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 735-3000 FACSIMILE: (212) 735-2000 UR Acquisition Corporation, a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of United Rentals, Inc., a Delaware corporation ("Parent"), and Parent hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 (as amended from time to time, the "Schedule 14D-1"), filed with the Securities and Exchange Commission (the "Commission") on April 5, 1999, with respect to the Purchaser's offer to purchase all of the shares of common stock, par value $0.01 per share (collectively with the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 16, 1999 (the "Rights Agreement"), between Rental Service Corporation and ChaseMellon Shareholder Services, L.L.C., the "Shares"), of Rental Service Corporation, a Delaware corporation (the "Company"), at a price of $22.75 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, as amended from time to time, together constitute the "Offer"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On May 28, 1999, Parent issued a press release announcing the extension of the Expiration Date of the Offer until 12:00 midnight, New York City time, on Friday, June 18, 1999. The Offer was previously scheduled to expire at 12:00 midnight on May 27, 1999. As of midnight, New York City time, on May 27, 1999, 3,639,088 Shares (including 934,200 Shares tendered by notice of guaranteed delivery), or approximately 15% of the 24,268,770 Shares outstanding at such time, were validly tendered and not withdrawn. The full text of the press release is filed as Exhibit (a)(25) hereto and is incorporated by reference herein. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(25) Press Release of Parent dated May 28, 1999. 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. UR Acquisition Corporation By: /s/ John N. Milne --------------------------------- Name: John N. Milne Title: President United Rentals, Inc. By: /s/ Bradley S. Jacobs --------------------------------- Name: Bradley S. Jacobs Title: Chairman and Chief Executive Officer Date: May 28, 1999 INDEX TO EXHIBITS EXHIBIT NUMBER EXHIBIT ------- ------- (a)(25) Press Release of Parent dated May 28, 1999. EX-99 2 EXHIBIT (A)(25) - PRESS RELEASE [United Rentals Logo] FOR IMMEDIATE RELEASE UNITED RENTALS, INC. EXTENDS $22.75 PER SHARE CASH TENDER OFFER FOR RENTAL SERVICE CORPORATION GREENWICH, CT, MAY 28, 1999 - United Rentals, Inc. (NYSE: URI) today announced that it has extended its $22.75 per share cash tender offer for shares of Rental Service Corporation (NYSE: RSV) to midnight, New York City time, on June 18, 1999. The tender offer was previously scheduled to expire at midnight on May 27, 1999. As of midnight on May 27, Rental Service stockholders had validly tendered 3,639,088 shares pursuant to the tender offer, representing approximately 15% of the 24,268,770 common shares outstanding. United Rentals announced its $22.75 per share all cash offer for the outstanding shares of Rental Service on April 5. The offer represents a 32% premium to Rental Service's closing price on the last day of trading prior to the announcement. United Rentals, Inc. is the largest equipment rental company in North America and serves over 900,000 customers through its network of 506 locations in 41 states, Canada and Mexico. ### United Rentals, Inc. Investor contact: Media contact: Robert Miner Fred Bratman or Tracy Williams United Rentals Sard Verbinnen & Co. Phone: 203-622-3131 Phone: 212-687-8080 Fax: 203-622-6080 Fax: 212-687-8344 E-mail: bminer@ur.com E-mail: fbratman@sardverb.com or twilliams@sardverb.com -----END PRIVACY-ENHANCED MESSAGE-----