<PAGE>
================================================================================
SCHEDULE 14A
(Rule 14a-101)
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:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RENTAL SERVICE CORPORATION
(Name of Registrant as Specified In Its Charter)
(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 Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: NOT
APPLICABLE
(2) Aggregate number of securities to which transaction applies: NOT
APPLICABLE
(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): NOT
APPLICABLE
(4) Proposed maximum aggregate value of transaction: NOT APPLICABLE
(5) Total fee paid: NOT APPLICABLE
[_] Fee paid previously with preliminary materials.
[_] 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: NOT APPLICABLE
(2) Form, Schedule or Registration Statement no.: NOT APPLICABLE
(3) Filing Party: NOT APPLICABLE
(4) Date Filed: NOT APPLICABLE
<PAGE>
RENTAL SERVICE CORPORATION
14505 N. Hayden Road, Suite 322
Scottsdale, Arizona 85260
NOTICE AND PROXY STATEMENT
For Action To Be Taken By Written Consent
IN LIEU OF A MEETING OF STOCKHOLDERS
To Our Stockholders:
Attached hereto is a Proxy Statement (the "Proxy Statement") which solicits
the written consent of the stockholders of Rental Service Corporation, a
Delaware corporation (the "Company"), for the following action (the "Proposal"):
To authorize and approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock, par value $.01 ("Common Stock"), authorized for issuance thereunder
from 20,000,000 to 40,000,000 (the "Amendment").
The Company's Board of Directors has approved the Amendment, deems it
advisable, and recommends that the Company's stockholders approve it. You may
express your consent to the Proposal by executing and returning the enclosed
Consent Card as instructed in the Proxy Statement.
The Amendment is being proposed by the Board of Directors in order to make
available additional shares of Common Stock as the need may arise without the
expense and delay of a special meeting of stockholders. The Board of Directors
believes that the Company's authorized but unissued Common Stock does not
provide it with adequate flexibility to consider potential future actions
involving the issuance of stock which may be desirable or necessary to
accommodate the Company's growth plan or to achieve other corporate objectives.
The Company is currently party to four letters of intent and one definitive
agreement related to pending acquisitions in which Common Stock is a component
of the purchase price. While the Company has sufficient authorized Common Stock
to complete such acquisitions, the Company anticipates that in the future it
will need to issue additional shares of Common Stock as consideration for future
acquisitions, to raise capital and for other corporate purposes. In particular,
the Company is considering a public offering of Common Stock in 1998 and is
currently negotiating with various lenders to secure additional debt financing.
There can be no assurance that the Company will receive commitments for such
financing on terms acceptable to it. The Company currently anticipates, however,
that the contemplated public offering of Common Stock will include the issuance
of some of the additional shares of Common Stock authorized by the Amendment.
Accordingly, rather than incurring the expense of a special meeting, the Board
of Directors believes that it is in the best interests of the Company and its
stockholders to solicit approval of the Amendment as of the earliest possible
date. In order to accomplish this objective, the Board of Directors is hereby
soliciting approval of the Proposal by the Company's stockholders by written
consent in lieu of a special meeting of such stockholders.
By Order of the Board of Directors
Robert M. Wilson
Secretary
Scottsdale, Arizona
November 3, 1997
- --------------------------------------------------------------------------------
In order to ensure your representation in the action to be taken by written
consent, you are requested to sign and date the enclosed Consent Card as
promptly as possible and return it in the enclosed envelope (to which no postage
need be affixed if mailed in the United States).
- --------------------------------------------------------------------------------
<PAGE>
RENTAL SERVICE CORPORATION
14505 N. Hayden Road, Suite 322
SCOTTSDALE, ARIZONA 85260
PROXY STATEMENT
FOR STOCKHOLDER ACTION BY WRITTEN CONSENT
This proxy statement (this "Proxy Statement") is furnished to the
stockholders by the Board of Directors (the "Board") of Rental Service
Corporation, a Delaware corporation (the "Company" or "RSC"), for solicitation
of the written consent of stockholders of a single proposal (the "Proposal") to
approve an amendment to the Company's Amended and Restated Certificate of
Incorporation to increase the number of shares of Common Stock, par value $.01
("Common Stock") authorized for issuance thereunder from 20,000,000 to
40,000,000 (the "Amendment").
It is anticipated that the mailing to stockholders of this Proxy Statement
and the enclosed consent card (the "Consent Card") will commence on or about
November 3, 1997. The procedure for indicating approval of the Proposal is
described in detail in this Proxy Statement.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS CONSENT TO
THE PROPOSAL.
GENERAL INFORMATION
BACKGROUND
The Board of Directors anticipates that the Company's next annual meeting
of stockholders will occur during early spring 1998. As of the date of the
adoption of the Amendment by the Board of Directors, however, the Board believes
that the Company's authorized but unissued Common Stock does not provide it with
adequate flexibility to consider potential future actions involving the issuance
of stock which may be desirable or necessary to accommodate the Company's growth
plan or to achieve other corporate objectives. The Company is currently party to
four letters of intent and one definitive agreement related to pending
acquisitions in which Common Stock is a component of the purchase price. While
the Company has sufficient authorized Common Stock to complete such
acquisitions, the Company anticipates that in the future it will need to issue
additional shares of Common Stock as consideration for future acquisitions, to
raise capital and for other corporate purposes. In particular, the Company is
considering a public offering of Common Stock in 1998 and is currently
negotiating with various lenders to secure additional debt financing. There can
be no assurance that the Company will receive commitments for such financing on
terms acceptable to it. The Company currently anticipates, however, that the
contemplated public offering of Common Stock will include the issuance of some
of the additional shares of Common Stock authorized by the Amendment.
Accordingly, rather than incurring the expense of a special meeting, the Board
of Directors believes that it is in the best interests of the Company and its
stockholders to solicit such approval as of the earliest possible date. In order
to accomplish this objective, the Board of Directors is hereby soliciting
approval of the Proposal by the Company's stockholders by written consent in
lieu of a special meeting of such stockholders.
VOTING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on October 27, 1997 (the
"Record Date") are entitled to approve the Proposal. On the Record Date, there
were [___________] shares of Common Stock of the Company issued and outstanding.
Each share of Common Stock is entitled to one vote. The Proposal must be
approved by the holders of a majority of the outstanding shares of Common Stock
of the Company as of the Record Date.
The beneficial ownership of the Company's Common Stock by certain
beneficial owners and by each of the Company's directors, certain of its most
highly-compensated executive officers and all executive officers and directors
as a group is set forth below under "Security Ownership of Certain Beneficial
Owners and Management."
Under the Company's Amended and Restated Certificate of Incorporation and
Bylaws and pursuant to Delaware law, any action which may be taken at any annual
or special meeting of the stockholders of the Company
<PAGE>
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. The matter being considered by
the stockholders is being submitted for action by written consent, rather than
by votes cast at a meeting. The Proposal will be deemed to have been approved at
the earliest time after November 23, 1997 at which the Company has received
consents that have not previously been revoked representing the approval of a
majority of the shares of Common Stock issued and outstanding on the Record
Date, provided that such approval is received on or prior to December 3, 1997
(the "Termination Date"). If, however, sufficient written consents have not been
received by the Termination Date, the Company reserves the right to extend the
solicitation of written consents made hereby except that, under Delaware law,
such solicitation may not be extended beyond the date 60 days after the earliest
dated consent received by the Company. Any election to extend this consent
solicitation will be made by the Company by news release or other similar public
announcement. The date on which the Proposal is deemed approved hereunder is
referred to as the "Effective Date."
Stockholders are being requested to indicate approval of the Proposal by
checking the appropriate box on the enclosed Consent Card and executing the
Consent Card. FAILURE TO CHECK ANY OF THE BOXES WILL, IF THE CONSENT CARD HAS
BEEN SIGNED, CONSTITUTE APPROVAL OF THE PROPOSAL. The text of the Amendment has
not been set forth on the Consent Card itself due to space limitations.
Nevertheless, signing and indicating approval on the Consent Card will be deemed
to be written consent to the approval of the Proposal. Consent Cards that
reflect abstentions will be treated as voted for purposes of determining the
approval of the Proposal and will have the same effect as a vote against the
Proposal. Consent Cards that reflect "broker non-votes" will be treated as
unvoted for purposes of determining approval.
Execution of the Consent Card will constitute your approval, as a
stockholder of the Company, of the Proposal, and if sufficient written consents
are received, the Proposal will be deemed to have been approved by the
stockholders of the Company. No dissenters' or similar rights apply to
stockholders who do not approve the Proposal.
The Company will pay the entire cost of the preparation and mailing of this
Proxy Statement and all other costs of this solicitation. Following the initial
mailing of this Proxy Statement, the Company and its agents may also solicit
proxies by mail, telephone, facsimile or in person. Employees of the Company who
assist in such activities will not receive additional compensation in connection
therewith. The Company has also engaged D.F. King & Co., Inc. to assist in
soliciting proxies approving the Proposal. D.F. King & Co., Inc. will receive
approximately $4,000 plus out-of-pocket expenses for its solicitation services.
DELIVERY OF WRITTEN CONSENTS
The Board of Directors requests that each stockholder execute, date and
mail or deliver the Consent Card to ChaseMellon Shareholder Services, L.L.C.,
the Company's Registrar and Transfer Agent, at one of the following addresses,
as appropriate:
<TABLE>
<CAPTION>
By Mail: By Hand Delivery or Overnight Delivery:
<S> <C>
Church Street Station 600 Willowtree Rd.
P.O. Box 1531 Leonia, NJ 07605
New York, NY 10277-1531 Attention: Proxy Department
</TABLE>
An addressed envelope is provided for your convenience in returning the Consent
Card. THE CONSENT CARD SHOULD BE RETURNED AS SOON AS POSSIBLE AND, IN ANY EVENT,
FOR RECEIPT PRIOR TO DECEMBER 3, 1997. DO NOT SEND CONSENT CARDS TO THE COMPANY.
2
<PAGE>
REVOCATION OF WRITTEN CONSENTS
Any Consent Card executed and delivered by a stockholder may be revoked by
delivering written notice of such revocation prior to the Effective Date to the
Company at the address set forth below:
Rental Service Corporation
14505 N. Hayden Road, Suite 322
Scottsdale, Arizona 85260
Attention: Chief Financial Officer
Consent Cards may not be revoked after the Effective Date.
NOTICE OF EFFECTIVENESS OF PROPOSAL
If the Proposal is approved by stockholders and the Effective Date occurs,
the Company will promptly give notice thereof to all stockholders who have not
consented in writing to the extent required by Section 228(d) of the Delaware
General Corporation Law.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 30, 1997
regarding beneficial ownership of the Common Stock of the Company by (i) each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's Common Stock, (ii) each director and named
executive officer of the Company and (iii) the Company's executive officers and
directors as a group. Except as otherwise indicated, each stockholder listed
below has informed the Company that such stockholder has (a) sole voting and
investment power with respect to such stockholder's shares of stock, except to
the extent that authority is shared by spouses under applicable law, and (b)
record and beneficial ownership with respect to such stockholder's shares of
stock.
<TABLE>
<CAPTION>
Amount And Nature Of Percent Of
Name And Address Of Beneficial Owner(1) Beneficial Ownership(2) Class
--------------------------------------- ----------------------- ----------
<S> <C> <C>
Brentwood RSC Partners, L.P.(3)..................... 1,235,945 8.3%
William M. Barnum, Jr.(3)(6)........................ 1,235,945 8.3
Frederick J. Warren(3).............................. 1,235,945 8.3
David H. Wong(3).................................... 1,235,945 8.3
Denver Investment Advisors LLC(4)................... 892,100 6.0
Martin R. Reid(5)(6)................................ 160,022 1.1
Douglas A. Waugaman(5)(6)........................... 58,806 *
Ronald Halchishak(6)................................ 30,010 *
David G. Ledlow(6).................................. 29,484 *
James R. Buch(6).................................... 1,800 *
Britton H. Murdoch(6)(7)............................ 1,000 *
David B. Harrington(6).............................. -- --
Christopher A. Laurence(3)(6)....................... -- --
Bruce A. Lisanti(6)................................. -- --
Eric L. Mattson(6)(8)............................... -- --
John M. Sullivan (6)................................ -- --
Robert M. Wilson(6)................................. -- --
All directors and executive officers as a
group (13 persons)(3)(5)(6)(7)(8)................. 1,517,067 10.2
</TABLE>
________________________
* Less than 1%
(1) Unless otherwise indicated, the address for each named person is c/o Rental
Service Corporation, 14505 N. Hayden Road, Suite 322, Scottsdale, Arizona
85260.
3
<PAGE>
(2) A person is deemed as of any date to have "beneficial ownership" of any
security that such person has a right to acquire within 60 days after such
date. Shares which each identified stockholder has the right to acquire
within 60 days of the date of the table set forth above are deemed to be
outstanding in calculating the percentage ownership of such stockholder,
but are not deemed to be outstanding as to any other person.
(3) Messrs. Barnum, a director of the Company, Warren and Wong are general
partners of Brentwood Buyout Partners, L.P., the general partner of
Brentwood RSC Partners, L.P.; accordingly, Messrs. Barnum, Warren and Wong
may be deemed to be the beneficial owner of such shares and for purposes of
this table they are included. Messrs. Barnum, Warren and Wong disclaim
beneficial ownership of such shares. The address of Brentwood RSC
Partners, L.P., Mr. Barnum, Mr. Warren, Mr. Wong and Mr. Laurence is 11150
Santa Monica Boulevard, Suite 1200, Los Angeles, California 90025.
(4) Based on a Form 13F for the calendar quarter ended June 30, 1997, which was
filed on August 8, 1997. In such Form 13F, Denver Investment Advisors LLC
reported that it owned a total of 892,100 shares, that it had sole
investment discretion with respect to 880,800 shares, that it had shared
investment discretion with respect to 7,300 shares, that it had sole voting
authority with respect to 582,200 shares and that it had no voting
authority with respect to 305,900 shares. The address of Denver Investment
Advisors LLC is 1225 17th Street, 26th Floor, Denver Colorado 80202.
(5) Includes shares subject to vesting which may be repurchased by the Company
if they fail to vest.
(6) Excludes shares issuable upon exercise of options which are not exercisable
within 60 days of the date of the table set forth above, as follows: Mr.
Barnum--10,000 shares; Mr. Reid--200,000 shares; Mr. Waugaman--100,000
shares; Mr. Halchishak--58,080 shares; Mr. Ledlow--58,506 shares; Mr. Buch-
-8,200 shares; Mr. Murdoch--10,000 shares; Mr. Harrington--25,000 shares;
Mr. Laurence--10,000 shares; Mr. Lisanti--75,000 shares; Mr. Mattson--
10,000 shares; Mr. Sullivan--10,000 shares and Mr. Wilson--75,000 shares.
(7) The address of such person is c/o Wendover Corporation, 354 W. Lancaster
Avenue, Haverford, PA 19041.
(8) The address of such person is c/o Baker Hughes Incorporated, 3900 Essex
Lane, Suite 1200, Houston, Texas 77027.
PROPOSED AMENDMENT TO THE COMPANY'S AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
GENERAL
The Board has approved, deems it advisable and recommends that the
Company's stockholders approve the Amendment to Article Fourth of the Company's
Amended and Restated Certificate of Incorporation which would increase the
number of authorized shares of Common Stock from 20,000,000 to 40,000,000. The
Amendment will not increase or otherwise affect the number of authorized shares
of preferred stock which may be issued by the Company.
As of Record Date, in addition to the [__________] shares of Common Stock
issued and outstanding, an additional [____________], [_____________] and
250,000 shares of Common Stock were reserved for issuance under the Company's
Stock Option Plan for Key Employees, 1996 Equity Participation Plan, and
Employee Qualified Stock Purchase Plan, respectively, and an additional
[_______________] shares of Common Stock were reserved for issuance upon
exercise of outstanding options. Additionally, [__________] shares of Common
Stock were reserved for issuance in connection with previously-completed
acquisitions and [__________] shares of Common Stock may be issued in connection
with the completion of pending acquisitions. Therefore, as of the Record Date,
there were a total of [____________] shares of Common Stock either issued and
outstanding or reserved for issuance out of a total of 20,000,000 authorized
shares of Common Stock, leaving a total of [____________] shares of Common Stock
remaining available for subsequent issuance or reservation. Authorizing the
Company to issue more shares than currently authorized by the Amended and
Restated Certificate of Incorporation will not affect any substantive rights,
powers or privileges of holders of Common Stock, except to the extent such
holders are diluted, pro rata, by the issuance of additional shares of Common
Stock. Holders of Common Stock do not have any preemptive rights with respect to
future issuances of Common Stock.
Although the Company has available sufficient authorized Common Stock to
issue in connection with its pending acquisitions, the Board believes that the
increased number of authorized shares of Common Stock contemplated by the
proposed Amendment is desirable to enable the Company to issue Common Stock in
its contemplated public offering and to make additional shares of Common Stock
available for issuance or reservation
4
<PAGE>
without further stockholder action. The Board believes that having additional
shares authorized and available for issuance or reservation will allow the
Company to have greater flexibility in considering potential future actions
involving the issuance of stock which may be desirable or necessary to
accommodate the Company's growth plan, including capital raising transactions
and acquisitions, or for a variety of corporate purposes. Such purposes might
include, without limitation, the issuance and sale of Common Stock (i) as part
or all of the consideration paid for acquisitions of businesses or other assets,
(ii) in public or private offerings as a means of obtaining additional capital,
(iii) to satisfy any current or future obligations of the Company, whether or
not relating to financings, (iv) in connection with the exercise of options,
warrants, rights, or the conversion of convertible securities of the Company,
(v) in public or private exchange offers for other securities of the Company,
(vi) as part or all of the consideration to repay or retire any debt of the
Company, (vii) in connection with stock splits and dividends, or (viii) with
respect to existing or new employee benefit or stock ownership plans or
employment agreements. In particular, the Company is considering a public
offering of Common Stock in 1998 and is currently negotiating with various
lenders to secure additional debt financing. There can be no assurance that the
Company will receive commitments for such financing on terms acceptable to it.
The Company currently anticipates, however, that the contemplated public
offering of Common Stock will include the issuance of some of the additional
shares of Common Stock authorized by the Amendment. Except as described above,
however, the Company has no current commitment to issue any additional shares of
Common Stock or any shares of preferred stock. The Company does not presently
contemplate seeking stockholder approval for any future issuances of capital
stock unless required to do so by an obligation imposed by applicable law or a
regulatory authority, such as it is obligation under the terms of the listing of
the Common Stock on the New York Stock Exchange to obtain stockholder approval
for certain issuances.
In addition, the flexibility vested in the Company's Board of Directors to
authorize the issuance and sale of authorized but unissued shares of Common
Stock and/or to issue preferred stock in one or more series could enhance the
Board of Director's bargaining capability on behalf of the Company's
stockholders in a takeover situation and could, under some circumstances, be
used to render more difficult or discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of the Company's
securities, or the removal of incumbent management, even if such a transaction
were favored by the holders of the requisite number of the then outstanding
shares. Accordingly, stockholders of the Company might be deprived of an
opportunity to consider a takeover proposal which a third party might consider
if the Company did not have authorized but unissued shares of Common Stock and a
class of authorized but unissued preferred stock. The Company is not aware of
any present efforts to gain control of the Company or to organize a proxy
contest. If such a proposal was presented, management would make a
recommendation based upon the best interests of the Company's stockholders.
Accordingly, the Board of Directors has proposed that Article Fourth of the
Company's Amended and Restated Certificate of Incorporation be amended to
increase its authorized Common Stock.
FORM OF AMENDMENT
As so amended, the first sentence of Article Fourth of the Amended and
Restated Certificate of Incorporation would read as set forth below:
The total number of shares of stock which the Corporation shall have
authorized to issue is forty million five hundred thousand (40,500,000),
consisting of forty million (40,000,000) shares of Common Stock, par value
$.01 per share (hereinafter referred to as "Common Stock") and five hundred
thousand (500,000) shares of Preferred Stock, par value $.01 per share
(hereinafter referred to as "Preferred Stock").
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of Common
Stock outstanding as of the Record Date of the Company is required to approve
the Proposal.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends that the stockholders vote
"FOR" the Proposal. The Board of Directors believes the approval of the Proposal
is in the best interests of the Company and its stockholders.
5
<PAGE>
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR 1998 ANNUAL MEETING
Any stockholder intending to submit to the Company a proposal for inclusion
in the Company's proxy materials relating to the annual meeting to be held in
1998 must submit such proposal so that it is received by the Company no later
than November 26, 1997.
REQUESTS FOR ASSISTANCE
Any questions or requests for assistance or additional copies of the
consent materials may be directed to the solicitation agent at the address or
telephone numbers set forth below.
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
(212) 269-5550 (call collect)
or
(800) 697-6974 (toll-free)
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
CONSENT CARDS IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE AND, IN ANY EVENT,
PRIOR TO DECEMBER 3, 1997.
By Order of the Board of Directors
Robert M. Wilson
Secretary
Scottsdale, Arizona
November 3, 1997
6
<PAGE>
CONSENT CARD
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RENTAL SERVICE CORPORATION
CONSENT CARD FOR ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
TO BE EFFECTIVE AS SET FORTH IN THE PROXY STATEMENT
ACCOMPANYING THIS CONSENT CARD
Proposed consent resolution to approve and authorize a single proposal to
approve and authorize an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common Stock
authorized for issuance thereunder from 20,000,000 to 40,000,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE ABOVE PROPOSAL.
[_] FOR [_] AGAINST [_] ABSTAIN
FAILURE TO CHECK ANY OF THE BOXES WITH RESPECT TO THE PROPOSAL WILL, IF THIS
CONSENT CARD HAS BEEN SIGNED AND DATED, CONSTITUTE APPROVAL OF AND CONSENT TO
THE ADOPTION OF THE PROPOSAL.
THIS CONSENT CARD MUST BE RECEIVED BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 3, 1997, OR AT SUCH LATER
TIME AS MAY BE DETERMINED BY THE COMPANY.
Dated: ________________, 1997
_________________________________________
_________________________________________
(Signature(s) of Stockholder(s))
(NOTE--PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR ON THE LABEL. IF MORE THAN ONE NAME
APPEARS, ALL PERSONS SO DESIGNATED SHOULD SIGN.
WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE
GIVE YOUR FULL TITLE.)
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE U.S.A.
DO NOT FOLD, STAPLE OR MUTILATE.
