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[TEXT OF JUNE 4, 1999 ELECTRONIC TRANSMISSION]
You may have received the email sent to you on May 28, 1999. A few matters in
that email require some clarification.
Keep in mind that, according to URI's consent solicitation materials, until the
conditions to the tender offer are satisfied or waived, URI will not purchase
any shares pursuant to the tender offer. URI also has the right to extend the
offer -- as it has twice thus far. The offer can be extended indefinitely, but,
according to URI's tender offer materials, shares can be withdrawn pursuant to
the procedures in its offer to purchase at any time prior to the expiration of
the offer and, unless before the expiration of the offer are accepted for
payment and paid for by URI pursuant to the offer, at any time after June 4,
1999.
Stockholders that tender, however, and do not properly withdraw their shares are
more than "indicating a desire to sell at the tender price" -- they are offering
their shares at the tender offer price, subject to the satisfaction or waiver of
the conditions to the tender offer at the consummation of the offer.
Again, please continue to stay focused on the job and our customers.
Certain Information Concerning Participants
Rental Service Corporation ("RSC") and certain other persons named below may be
deemed to be "participants" in the solicitation of revocations of consents in
response to the consent solicitation by United Rentals, Inc. ("United Rentals").
The participants in this solicitation may include the directors of RSC (Martin
R. Reid (Chairman of the Board and Chief Executive Officer), William M. Barnum,
Jr., James R. Buch, David P. Lanoha, Christopher A. Laurence, Eric L. Mattson,
Britton H. Murdoch and John M. Sullivan); and the following executive officer:
Robert M. Wilson (Executive Vice President, Chief Financial Officer, Secretary
and Treasurer). As of May 31, 1999, Martin R. Reid beneficially owned 538,545
shares, or 2.2%, of RSC's common stock, and William M. Barnum, Jr. beneficially
owned 455,317 shares, or 1.8%, of RSC's common stock. None of the other
foregoing participants individually or in the aggregate beneficially owns in
excess of 1% of RSC's common stock.
Pursuant to the terms of separate engagement letters, each effective as of April
5, 1999, RSC retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") as
its financial advisors with respect to United Rentals' offer to purchase RSC's
common stock, for which Merrill Lynch and Morgan Stanley may receive substantial
fees. Pursuant to the engagements of Merrill Lynch and Morgan Stanley, RSC has
also agreed to reimburse each of Merrill Lynch and Morgan Stanley, respectively,
for certain reasonable out-of-pocket expenses (including the reasonable fees and
disbursements of legal counsel) and to indemnify each of Merrill Lynch and
Morgan Stanley and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements.
Merrill Lynch and Morgan Stanley are investment banking firms that provide a
full range of financial services for institutional and individual clients.
Although neither Merrill Lynch nor Morgan Stanley admit that they or any of
their respective directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning Merrill Lynch and Morgan Stanley,
each of Merrill Lynch and Morgan Stanley may assist RSC in such a solicitation.
In the normal course of business, each of Merrill Lynch and Morgan Stanley may
trade securities of RSC for its own account and the account of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of June 1, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of June 1, 1999, Morgan Stanley held a net
short position of 17,100 shares of RSC's common stock. In connection with its
role as financial advisors to RSC, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of RSC: Paul A. Stefanick, James H. Caldwell and Jack C.
MacDonald. In connection with its role as financial advisors to RSC, Morgan
Stanley and the following investment banking employees of Morgan Stanley may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of RSC: R. Bradford
Evans, Paul J. Taubman, Glenn R. Robson, Neil B. Morganbesser and Pietro
Cinquegrana.
[TEXT OF MAY 28, 1999 ELECTRONIC TRANSMISSION]
Just a quick explanation of the news........
You have undoubtedly seen the press release that URI now has 3.6 million RSC
shares in their tender offer. If you recall, they had 5.2 million shares
tendered as of April 30. In other words, stockholders representing 1.6 million
shares actually withdrew their tender.
URI also extended the tender offer to June 18. We had anticipated this
extension. The tender can be extended to July 3.
Remember that URI has not paid for these shares yet and therefore does not own
them. By tendering, the stockholder is simply indicating a desire to sell at the
tender price. The stockholder may withdraw at any time prior to closing of the
tender offer.
Please also remember that the best thing we can all do now is keep our focus on
our customers and make the budget! The best defense is still a good offense.
