Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(AMENDMENT
NO. 1)*
RSC HOLDINGS
INC.
(Name of
issuer)
Common
Stock, no par value
(Title of
class of securities)
74972L
102
(CUSIP
number)
December
31, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
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Rule
13d-1(b)
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¨
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Rule
13d-1(c)
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x
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Rule
13d-1(d)
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* 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 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
SEC 1745
(1-06)
CUSIP No. 74972L 102
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13G/A
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Page 2 of 6
Pages
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1.
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Name of Reporting
Person
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I.R.S.
Identification Nos. of above persons (entities only).
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Atlas
Copco Finance S.à.r.l.
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
x
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
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Luxembourg
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Number
of
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5.
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Sole
Voting Power
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Shares
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0
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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7,607,759
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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7,607,759
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8.
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Shared
Dispositive Power
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0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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7,607,759
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
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x
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11.
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Percent
of Class Represented by Amount in Row (9)
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7.3%(1)
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12.
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Type
of Reporting Person (See Instructions)
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CO
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(1) Based on
103,526,553 shares of Common Stock outstanding as reported on the Issuer’s Form
10-Q for the period ending September 30, 2010
CUSIP No. 74972L 102
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13G/A
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Page 3 of 6
Pages
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Item
1
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(a)
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Name
of Issuer:
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RSC Holdings
Inc.
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(b)
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Address
Of Issuer's Principal Executive Offices:
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6929 E. Greenway
Parkway
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Scottsdale, AZ
85254
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Item
2
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(a)
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Name
of Person Filing:
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Atlas Copco Finance
S.à.r.l.
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(b)
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Address
of Principal Business Office, or, if none, Residence:
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16, Avenue
Pasteur
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L-2310
Luxembourg
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(c)
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Citizenship:
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Luxembourg
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(d)
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Title
of Class of Securities:
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Common
Stock
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(e)
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Cusip
Number:
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74972L 102
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Item
3
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If
this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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¨ Broker or
dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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¨ Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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¨ Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
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(e)
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o An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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o An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(ii)(F).
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(g)
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o A parent holding
company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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o A savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
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(i)
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o A church plan
that is excluded from the definition of an investment company under
section 3(c)(14) of
theInvestment Company
Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o Group in
accordance with §240.13d-1(b)(ii)(J).
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N/A
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CUSIP No. 74972L 102
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13G/A
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Page 4 of 6
Pages
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(a)
Amount beneficially owned:
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7,607,759
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(b)
Percent of class:
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7.3%
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(c)
Number of shares as to which the person
has:
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(i)
Sole power to vote or to direct the vote
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0
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(ii)
Shared power to vote or to direct the vote
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7,607,759
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(iii)
Sole power to dispose or to direct the disposition of
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7,607,759
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(iv)
Shared power to dispose or to direct the disposition of
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0
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The
Reporting Person is a party to an Amended and Restated Stockholders Agreement,
dated as of May 29, 2007 (as amended on August 24, 2009, the
“Stockholders Agreement”), among RSC Acquisition LLC and RSC Acquisition II LLC
(the “Ripplewood Funds”), OHCP II RSC, LLC, OHCMP II RSC, LLC, OHCP II RSC COI,
LLC (collectively, the “Oak Hill Funds”), the Issuer and certain members of RSC
Holdings Inc.’s management. Subject to certain conditions, the
Stockholders Agreement requires the parties to vote their shares of the common
stock of the Issuer (the “Common Stock”) for directors that are designated in
accordance with the provisions of the Stockholders Agreement and places certain
restrictions on transfers by the parties thereto. These restrictions
include restrictions on disposition to competitors and in certain prohibited
transactions (unless approved by the Board of the Issuer). The
Stockholders Agreement was amended and can currently be amended to change the
composition of the Board without the signature of the Reporting Person being
required on such amendment. As such, the Reporting Person has
essentially relinquished its rights to direct the voting of its shares in the
election of directors, but retains sole voting power in other matters. Pursuant
to the Stockholders; Agreement, once the Ripplewood Funds hold less than
4,000,000 shares they are no longer parties to the Stockholders’
Agreement. Pursuant to the Schedule 13G filed by the Ripplewood Funds
on January 27, 2011 they hold less than 4,000,000 shares and are thus no longer
parties to the Stockholders Agreement.
All
percentages are based on 103,526,553 shares of Common Stock outstanding as
reported on the Issuer’s Form 10-Q for the period ending September 30,
2010
CUSIP No. 74972L 102
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13G/A
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Page 5 of 6
Pages
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The
aggregate number of shares of Common Stock beneficially owned collectively by
the Oak Hill Funds and the Reporting Person is 42,363,088, based on the Schedule
13G filed by the Oak Hill Funds, on February 16, 2010 which represents
approximately 40.9% of the outstanding common stock of the
Issuer. The parties to the Stockholders’ Agreement also have and have
granted tag-along rights to one another with respect to transfer of their stock
in other than brokers’ transactions and certain other transactions.
The stock
ownership reported for the Reporting Person does not include any shares owned by
other parties to the Stockholders Agreement. The Reporting Person disclaims
beneficial ownership of any shares of Common Stock owned by the other parties to
the Stockholders Agreement and disclaims being part of a group with other
parties to the Stockholders Agreement.
Amendment
No. 1 to the Stockholders Agreement is filed as Exhibit 4.7.1 to the
Issuer’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 24, 2009 and incorporated herein by reference. The
Stockholders Agreement is filed as Exhibit 4.7 to the Issuer’s Registration
Statement on Form S-1 (File No. 140644) filed with the Securities and
Exchange Commission on May 4, 2007 and incorporated herein by
reference.
Item
5
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Ownership
of Five Percent or Less of a Class
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If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following o.
Item
6
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Ownership
of More Than Five Percent on Behalf Of Another
Person
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N/A
Item
7
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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N/A
Item
8
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Identification
and Classification of Members of The
Group
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N/A
Item
9
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Notice
of Dissolution of Group
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N/A
N/A
CUSIP No. 74972L 102
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13G/A
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Page 6 of 6
Pages
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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.
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February 7,
2011
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Date
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/s/ Mark
Cohen
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Signature
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Mark
Cohen/Manager
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on
behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all exhibits. See
§240.13d-7 for other parties for whom copies are to be sent.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)