RENTAL SERVICE CORP
8-K, 1998-05-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 8-K



                                Current Report
                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934






Date of report (Date of earliest event reported)    May 14, 1998 (May 13, 1998)
                                                    --------------------------

                          RENTAL SERVICE CORPORATION
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)



         DELAWARE                      000-21237                33-0569350
- ----------------------------    ------------------------    ------------------ 
(State or Other Jurisdiction    (Commission File Number)     (I.R.S. Employer 
    of Incorporation)                                       Identification No.)



  6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona        85254
  ----------------------------------------------------------      ---------- 
       (Address of Principal Executive Offices)                   (Zip Code)


                                (602) 905-3300
              --------------------------------------------------
             (Registrant's Telephone Number, including Area Code)


                                NOT APPLICABLE
          -----------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


<PAGE>
 
ITEM 5.    OTHER INFORMATION

     On May 13, 1998, Rental Service Corporation issued a press release
regarding the completion of a private offering of 9% senior subordinated notes.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-
K.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)   Financial Statements of Businesses Acquired

        None.

     (b)   Pro Forma Financial Information
 
        None.
 
     (c)   Exhibits

EXHIBIT NUMBER                           Description
- -------------- ------------------------------------------------------------
 
    99.1       Press Release dated May 13, 1998 re: Completion of Senior
               Notes Offering.

                                       2
<PAGE>
 
                                   SIGNATURES
                                        

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              RENTAL SERVICE CORPORATION
 
 
 
Date: May 14, 1998                            By: /s/ Robert M. Wilson
                                                  -------------------------    
                                                  Robert M. Wilson
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                       3
<PAGE>
 
                                 EXHIBIT INDEX


     EXHIBIT NUMBER                         DESCRIPTION
- -------------------- --------------------------------------------------------- 
        99.1         Press Release dated May 13, 1998 re: Completion of Senior
                     Notes Offering.

                                       4

<PAGE>
 
                                                                    Exhibit 99.1

[LOGO OF RENTAL SERVICE CORPORATION]

FOR IMMEDIATE RELEASE

Company Contact:  Martin R. Reid, Chairman & CEO
                  (602) 905-3300

                     RENTAL SERVICE CORPORATION ANNOUNCES
                      COMPLETION OF SENIOR NOTES OFFERING

SCOTTSDALE, AZ - MAY 13, 1998 - RENTAL SERVICE CORPORATION (NYSE: RSV) ("RSC")
today announced the completion of a $200 million private offering of 9% senior
subordinated notes to certain qualified institutional investors. The Company
intends to use the net proceeds of the offering to reduce the indebtedness under
its revolving credit facility in order to provide borrowing availability for
general corporate purposes, including acquisitions.

The notes will not be registered under the Securities Act of 1933, as amended
("Securities Act"), or applicable state securities laws, and may not be offered
or sold in the United States absent registration under the Securities Act and
applicable state securities laws or available exemptions from such registration
requirements.

RSC is a leading consolidator in the rapidly growing equipment rental industry,
serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, AZ, the Company operates the
largest rental network in the United States, with 203 locations nationwide.

                                   * * * * *


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