RENTAL SERVICE CORP
DFAN14A, 1999-06-21
EQUIPMENT RENTAL & LEASING, NEC
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                          SCHEDULE 14A INFORMATION
 CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT
                                  OF 1934

 Filed by the Registrant  [ ]
 Filed by a Party other than the Registrant  [X]

 Check the appropriate box:
 [ ] Preliminary Consent Statement
 [ ] Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
 [ ] Definitive Consent Statement
 [X] Definitive Additional Materials
 [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

                            UNITED RENTALS, INC.
  (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)(1)
      and 0-11.
      (1)  Title of each class of securities to which transaction applies:
      (2)  Aggregate number of securities to which transaction applies:
      (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):
      (4)  Proposed maximum aggregate value of transactions:
      (5)  Total fee paid:
 [ ]  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:
      (2) Form, Schedule or Registration Statement No.:
      (3) Filing Party:
      (4) Date Filed:





[UNITED RENTALS LOGO]


FOR IMMEDIATE RELEASE

                UNITED RENTALS EXTENDS $22.75 PER SHARE CASH
                TENDER OFFER FOR RENTAL SERVICE CORPORATION

                   United Rentals To Nominate Independent
            Slate of Directors at Rental Service Annual Meeting



      GREENWICH, CT, June 21, 1999 - United Rentals, Inc. (NYSE: URI) today
announced that it has extended its $22.75 per share cash tender offer for
shares of Rental Service Corporation (NYSE: RSV) to midnight, New York City
time, on July 30, 1999. The tender offer was previously scheduled to expire
at midnight on June 18, 1999.

      As of midnight on June 18, Rental Service stockholders had validly
tendered 2,826,960 shares pursuant to the tender offer, representing
approximately 11.6% of the 24,268,770 common shares outstanding.

      United Rentals announced its $22.75 per share all cash offer for the
outstanding shares of Rental Service on April 5. The offer represents a 32%
premium to Rental Service's closing price on the last day of trading prior
to the announcement.

      The Company previously announced that it is soliciting written
consents from Rental Service stockholders for the replacement of the
current Rental Service board with independent nominees. United Rentals
today announced that it will also nominate the same individuals to stand
for election to the board at the Rental Service annual meeting scheduled
for August 27, 1999. United Rentals will solicit proxies in support of
these independent nominees.

      United Rentals, Inc. is the largest equipment rental company in North
America and serves over 900,000 customers through its network of 506
locations in 41 states, six Canadian provinces and Mexico.

                                 ###
Investor contact:                Media contact:
Robert Miner                     Fred Bratman or Tracy Williams
United Rentals, Inc.             Sard Verbinnen & Co.
Phone: 203-622-3131              Phone: 212-687-8080
Fax: 203-622-6080                Fax: 212-687-8344
E-mail: [email protected]            E-mail: [email protected]
                                 or [email protected]




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