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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
RENTAL SERVICE CORPORATION
(Name of Subject Company)
RENTAL SERVICE CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
76009V102
(CUSIP Number of Class of Securities)
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Robert M. Wilson
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(480) 905-3300
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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Copies to:
Elizabeth A. Blendell, Esq. Mark D. Gerstein, Esq.
Latham & Watkins Latham & Watkins
633 West Fifth Street, Suite 4000 233 South Wacker Drive
Los Angeles, California 90071-2007 Sears Tower, Suite 5800
(213) 485-1234 Chicago, Illinois 60606-6401
(312) 876-7700
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Item 8. Additional Information to be Furnished.
The Board of Directors (the "RSC Board") of Rental Service Corporation
("RSC") established the close of business on Thursday, May 13, 1999 as the
record date for determining stockholders entitled to vote on the proposed merger
of RSC and NationsRent, Inc. at a special meeting of RSC's stockholders to be
scheduled and held for that purpose.
The RSC Board also fixed a record date of the close of business on
Thursday, May 13, 1999 for purposes of determining stockholders entitled to act
upon each of the proposals comprising the consent solicitation of United
Rentals, Inc. ("United Rentals") which is seeking, among other things, to remove
and replace the RSC Board in connection with the tender offer of UR Acquisition
Corporation, a wholly owned subsidiary of United Rentals. The record date of May
13, 1999 was established by the RSC Board in response to United Rentals'
submission of a new slate of nominees for its consent solicitation and its
related request for a record date delivered to RSC on April 27, 1999. The May
13, 1999 record date for purposes of United Rentals' consent solicitation
supersedes the prior May 3, 1999 record date established by the RSC Board, which
May 3, 1999 record date is no longer of effect for any purpose.
A copy of the press release issued by RSC related to the foregoing matters
is filed as Exhibit 45 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
45 Press Release issued by RSC dated May 4, 1999.
1
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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.
Dated: May 4, 1999 Rental Service Corporation
/s/ Robert M. Wilson
By: _________________________________
Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
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Exhibit 45
FOR IMMEDIATE RELEASE
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RENTAL SERVICE CORPORATION SETS MAY 13 AS RECORD DATE
BOTH FOR STOCKHOLDER VOTE ON NATIONSRENT MERGER
AND FOR UNITED RENTALS' CONSENT SOLICITATION
SCOTTSDALE, AZ, May 4, 1999 - Rental Service Corporation (NYSE:RSV) today
announced that it has set May 13, 1999 as the date as of which stockholders of
record will be entitled to vote on its merger with NationsRent at a special
meeting to be scheduled for that purpose.
RSC also said that stockholders of record as of May 13 will separately be
entitled to act upon each of the proposals comprising the consent solicitation
initiated by United Rentals Inc. which is seeking, among other things, to remove
and replace RSC's Board of Directors in connection with United Rentals'
unsolicited tender offer for RSC.
RSC's Board of Directors, which recommended the NationsRent merger to
shareholders, has determined that United Rentals' tender offer for RSC is
inadequate and has urged RSC shareholders to reject United Rentals' offer and
consent solicitation.
The record date of May 13, 1999 was established in response to United Rentals'
submission of a new slate of directors and related request for a record date.
The new slate was submitted in response to the litigation brought by RSC
alleging that United Rentals' prior slate violated federal prohibitions, under
the Clayton Act, against interlocking directors.
United Rentals' new proposal and new request for a record date has superseded
its
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prior record date requests and superseded the previously announced record
date of May 3, 1999 for its consent solicitation and its related proposals.
Such May 3, 1999 record date is no longer of effect for any purpose.
Contacts:
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld,
212/521-4800
This press release does not constitute a solicitation of proxies with
respect to the proposed merger of Rental Service Corporation and NationsRent,
Inc. Any such solicitation by Rental Service Corporation will be made only by
means of separate proxy or consent solicitation materials complying with the
requirements of Section 14(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
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 March 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. In addition, Merrill Lynch Capital
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Corporation ("MLCC"), along with three other lending institutions, has entered
into a commitment letter with RSC and NationsRent, Inc. ("NationsRent") relating
to financing activity in connection with the proposed merger of RSC and
NationsRent pursuant to which MLCC may receive customary fees as well as
reimbursement of reasonable out-of-pocket expenses.
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 April 29, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of April 29, 1999, Morgan Stanley held a net
long position of 63,600 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.
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