Delaware Delaware Arizona |
001-33485 333-144625-01 333-144625 |
22-1669012 41-2218971 86-0933835 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6929 E. Greenway Parkway, Suite 200 Scottsdale, Arizona |
85254 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| provides that the four director nominees of entities affiliated with Ripplewood will resign
from the Board of Directors on August 24, 2009, the effective date of Amendment No. 1; |
| provides that in connection with the resignation of such directors, the authorized
size of the Board of Directors will be reduced to eight directors; however prior to the first date on which RSC Holdings ceases to qualify as a
controlled company as defined under the corporate governance listing standards of the New
York Stock Exchange, or a Controlled Company Event, the Board of Directors may be comprised of up to
ten directors; |
| governs the composition and election of the Board of Directors prior, and subsequent, to a
Controlled Company Event, including the director nominees of entities affiliated with Oak Hill, independent director nominees, and the service of the Chief Executive
Officer of RSC Holdings as a member of the Board of Directors; |
| allocates the director nominees of the entities affiliated with Oak Hill
to the three classes of the Board of Directors; |
| reduces the number of director nominees of the entities affiliated with Oak Hill
if, and when, such entities reduce their ownership of shares of common stock of RSC
Holdings; |
| requires the consent of RSC Holdings to further amend the Stockholders Agreement; |
| states that the limited partners of the entities affiliated with Ripplewood who
received shares of common stock of RSC Holdings in the Distribution will not be parties to the
Stockholders Agreement, as amended, and will not be bound by the terms thereof; |
| provides that the 8,174,816 shares of common stock of RSC Holdings held by entities
affiliated with Ripplewood that were not included in the Distribution will be
subject to a lock-up agreement for 90 days following the date of the Distribution and any
sales of such shares thereafter (even if subsequently distributed to the limited partners of
such entities) will be subject to the volume limitations of Rule 144(e)(1) under the
Securities Act of 1933, as amended; and |
| provides that when less than 4,000,000 of the shares of common stock of RSC
Holdings not included in the Distribution are held by entities affiliated with
Ripplewood or their limited partners, then such entities and limited partners will no
longer be bound by the terms of the Stockholders Agreement and such shares will no longer be
subject to volume limitations of Rule 144(e)(1) under the Securities Act of 1933, as amended. |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Exhibit Number | Description | |||
4.7.1 | Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 2009 |
RSC Holdings Inc. RSC Holdings III, LLC RSC Equipment Rental, Inc. |
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By: | /s/ Kevin J. Groman | |||
Dated: August 24, 2009 | Kevin J. Groman | |||
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit Number | Description | |||
4.7.1 | Amendment No. 1 to Amended and Restated Stockholders Agreement, dated August 24, 2009 |