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SCHEDULE 14A INFORMATION
(RULE 14-101)
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
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RENTAL SERVICE CORPORATION
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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 Rules 14a-6(i)(4) and 0-11.
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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
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[_] Fee paid previously with preliminary materials.
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FOR IMMEDIATE RELEASE
RENTAL SERVICE CORPORATION SEEKS TO ENJOIN
UNITED RENTALS CONSENT SOLICITATION
-- Election of United Rentals' Board Nominees Would Violate
Clayton Act Prohibition Against Interlocking Directorates--
SCOTTSDALE, AZ, April 22, 1999 -- Rental Service Corporation (NYSE: RSV) ("RSC")
today filed an amended counterclaim in U.S. District Court for the District of
Connecticut against United Rentals, Inc. and its affiliates seeking to enjoin
United Rentals from proceeding with its unlawful consent solicitation to remove
and replace the RSC Board of Directors.
In its counterclaim, RSC alleges that United Rentals has violated the Clayton
Act by attempting to replace RSC's board with nine nominees, six of whom are
officers and/or directors of United Rentals. Such an election would result in a
violation of Section 8 of the Clayton Act, which prohibits interlocking
directorates between competitors.
A spokesman for RSC said: "United Rentals' attempt to replace our Board with
directors whose election would violate the antitrust laws reflects the cavalier
attitude they have taken in their attempts to acquire RSC. United Rentals has
failed to show the slightest respect for the RSC Board or the value RSC
represents for its stockholders."
RSC's lawsuit demands, among other things, that United Rentals be barred from
voting shares or soliciting consents or proxies in favor of its illegal slate of
director nominees.
Rental Service Corporation is a leader in the rapidly growing equipment rental
industry, serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, Arizona, RSC operates 249
locations throughout the United States and Canada.
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.
<PAGE>
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.
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 16, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of April 20, 1999, Morgan Stanley held a net
long position of 61,800 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.
Contacts:
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
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