SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement.
[_] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[_] Definitive proxy statement.
[_] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.
MCGRATH RENTCORP
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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The following is a joint press release issued by McGrath RentCorp and Tyco
International Ltd. on December 20, 2001:
FOR IMMEDIATE RELEASE
CONTACTS:
TYCO INTERNATIONAL LTD. MCGRATH RENTCORP
MEDIA RELATIONS MEDIA AND INVESTOR RELATIONS
Maryanne Kane Dennis Kakures
Chief Communications Officer President and COO
212-424-1300/508-747-0800 925-606-9200
INVESTOR RELATIONS
R. Jackson Blackstock
Senior Vice President
212-424-1344
TYCO INTERNATIONAL TO ACQUIRE MCGRATH RENTCORP
ACQUISITION EXPANDS TYCO CAPITAL'S PRODUCT PORTFOLIO AND RECURRING REVENUE BASE
IMMEDIATELY ACCRETIVE TO TYCO EARNINGS AND CASH FLOW
Pembroke, Bermuda and Livermore, California, December 20, 2001: Tyco
International Ltd. (NYSE: TYC; LSE: TYI; BSX: TYC), a diversified manufacturing
and services company, and McGrath RentCorp (NASDAQ: MGRC), a leading rental
provider of modular offices and classrooms and electronic test equipment,
announced today that they have entered into a definitive agreement pursuant to
which a subsidiary of Tyco will acquire McGrath RentCorp. The transaction is
valued at $38.00 per share to McGrath RentCorp shareholders or approximately
$482 million, based on McGrath RentCorp's 12.7 million outstanding shares. The
consideration will be paid by Tyco in the form of cash and Tyco shares. McGrath
RentCorp shareholders will have the right to elect the percentage of their
consideration paid in cash or Tyco shares, subject to the limitation that no
less than 50% and no more than 75% of the consideration will be in the form of
shares.
According to L. Dennis Kozlowski, Tyco Chairman and CEO: "McGrath RentCorp, with
its attractive returns and strong management team, is an outstanding addition to
Tyco Capital. The relocatable modular buildings business adds to our large
existing equipment rental and lease operation and provides a strong platform to
grow an exceptional base of recurring rental revenue. The electronic test
equipment leasing business adds scale to our existing offerings and provides the
ability to spread costs over a wider asset base. As is the case with all Tyco
acquisitions, the transaction will be immediately accretive to both Tyco's
earnings and cash flow."
McGrath RentCorp rents and sells modular buildings and accessories as well as
electronic test equipment. Robert McGrath, Founder and CEO of McGrath RentCorp
commented: "We are very pleased about the value of this transaction for our
employees, shareholders and customers. In joining Tyco Capital, McGrath RentCorp
will become part of a leading force in the leasing industry. That will open
significant new
avenues of growth opportunities for the business, which never would have been
realized with RentCorp as an independent operator."
The transaction is subject to customary regulatory review and approval by
McGrath RentCorp shareholders. The Boards of Directors of both companies have
approved the transaction, the stock component of which is expected to be
tax-free for the shareholders of McGrath.
ABOUT MCGRATH RENTCORP
Founded in 1979, McGrath RentCorp, under the trade name Mobile Modular
Management Corporation, rents and sells modular buildings to fulfill customer's
temporary and permanent space needs in California and Texas. Mobile Modular
Management believes it is the largest provider of relocatable classrooms for
rental to school districts for grades K - 12 in California. Through its RenTelco
division, McGrath RentCorp rents and sells electronic test equipment and is
recognized as the leader in communications and fiber-optic test equipment
rentals throughout the United States. McGrath RentCorp's majority owned
subsidiary, Enviroplex, manufactures and sells classrooms directly to school
districts in California.
Drawing from McGrath RentCorp's 20 plus years of asset rent experience and
business management know-how, eRentNetwork, a wholly owned subsidiary of McGrath
RentCorp, develops Internet based programs and web sites serving the rental
industry.
ABOUT TYCO CAPITAL
The Tyco Capital family of companies are subsidiaries of Tyco International Ltd.
Tyco Capital is a leading, global source of financing and leasing capital and
advisor for companies in more than 30 industries. Managing more than $50 billion
in assets across a diversified portfolio, Tyco Capital, formerly known as CIT,
empowers many of today's industry leaders and emerging businesses offering
vendor, equipment, factoring, consumer, and structured financing capabilities.
Tyco Capital operates in the United States and Canada with strategic locations
in Europe, Latin and South America, and the Pacific Rim.
ABOUT TYCO INTERNATIONAL LTD.
Tyco International Ltd. is a diversified manufacturing and service company. Tyco
is the world's largest manufacturer and servicer of electrical and electronic
components; the world's largest designer, manufacturer, installer and servicer
of undersea telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic security
services; and the world's largest manufacturer of specialty valves. Tyco also
holds strong leadership positions in disposable medical products, financing and
leasing capital, plastics and adhesives. Tyco operates in more than 100
countries and had fiscal 2001 revenues in excess of $36 billion.
FORWARD LOOKING INFORMATION
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are subject to uncertainty and changes
in circumstances. Actual results may vary materially from the expectations
contained in the forward-looking statements. The forward-looking statements in
this release include statements addressing the following subjects: future
financial and operating results; and, the benefits of the acquisition.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: the risk that
the businesses of Tyco and McGrath RentCorp will not be integrated successfully;
other economic, business, competitive and/or regulatory factors affecting Tyco's
and McGrath RentCorp's businesses generally.
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Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, when it becomes available, because it will contain
important information. The proxy statement/prospectus will be filed with the
Securities and Exchange Commission by Tyco and McGrath RentCorp. Investors and
security holders may obtain a free copy of the proxy statement/prospectus (when
available) and other documents filed by Tyco and McGrath RentCorp at the
Commission's web site at www.sec.gov. The proxy statement/prospectus and such
other documents may also be obtained from Tyco or from McGrath RentCorp by
directing such request to Tyco International Ltd., The Zurich Centre, Second
Floor, 90 Pitts Bay Road, Pembroke HM 08, Bermuda, Tel: (441) 292-8674; or to
McGrathRentCorp: Corporate Secretary, 5700 Las Positas Road, Livermore,
California 94550, Tel: (925) 606-9200.
McGrath RentCorp and certain other persons referred to below may be deemed to be
participants in the solicitation of proxies of McGrath RentCorp's shareholders
to adopt the agreement providing for Tyco's acquisition of McGrath RentCorp. The
participants in this solicitation may include the directors and executive
officers of McGrath RentCorp, who may have an interest in the transaction,
including as a result of holding stock or options of McGrath RentCorp. A
detailed list of names and interests of McGrath RentCorp's directors and
executive officers is contained in McGrath RentCorp's Proxy Statement for its
Annual Meeting, held on May 30, 2001, which may be obtained without charge at
the Commission's web site at www.sec.gov.