RENTAL SERVICE CORP, PREC14A, 1999-04-13

RENTAL SERVICE CORP
PREC14A, 1999-04-13
EQUIPMENT RENTAL & LEASING, NEC

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PRELIMINARY COPY - - SUBJECT TO COMPLETION

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:
[X] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
[ ] Definitive Additional Materials
[ ] 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:

PRELIMINARY COPY - - SUBJECT TO COMPLETION

[United Rentals Logo]

April [ ], 1999

Dear Rental Service Stockholder:

On April 5, 1999, United Rentals, Inc., through a wholly owned
subsidiary, commenced a $22.75 per share all cash tender offer for all
outstanding shares of Rental Service Corporation common stock. In addition,
United Rentals has proposed a second-step merger of the two companies
pursuant to which each share of Rental Service common stock not acquired in
the tender offer would be converted into the right to receive in cash the
highest price per share paid by United Rentals in the tender offer.
Following the merger, Rental Service would become a wholly owned subsidiary
of United Rentals.

As you know, NationsRent, Inc. and Rental Service previously
entered into a merger agreement in which each outstanding share of
NationsRent common stock would be converted into 0.355 of a share of Rental
Service common stock. In that transaction, you would continue to retain
your shares in the combined Rental Service/NationsRent, and NationsRent
stockholders would end up owning approximately 45% of the combined company.

We believe, however, that our tender offer, which provides a cash
premium of approximately 32% over the closing market price per share of
Rental Service common stock on the last trading day prior to the
announcement of such offer, provides a significant premium and more certain
value to you than the proposed NationsRent/Rental Service merger.

There are a number of conditions to consummation of our tender
offer, including approval of the offer by the Board of Directors of Rental
Service. United Rentals is today commencing a solicitation of written
consents from Rental Service stockholders to remove the existing Rental
Service Board of Directors and replace them with nominees of United
Rentals, who, subject to their fiduciary duties as directors, intend to
approve the United Rentals offer and proposed second-step merger of Rental
Service and United Rentals and to take certain other actions to facilitate
the consummation of the offer. The specific features of United Rentals'
proposals, as well as the consent procedure, are described in the
accompanying Consent Statement.

If you were a stockholder of record on April __, 1999, but
subsequently sold your shares, you still retain voting rights in connection
with this consent solicitation. Your failure to vote may adversely affect
those who continue to be stockholders. In fairness to other stockholders,
United Rentals urges you to vote all shares that you were entitled to vote
as of the April __, 1999, the record date for the consent solicitation, on
the enclosed BLUE consent card.

WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND
RETURN THE BLUE CONSENT CARD TODAY.

Thank you for your consideration and support.

Sincerely,

Bradley S. Jacobs
Chairman and Chief Executive Officer
United Rentals, Inc.

- -----------------------------------------------------------------------------

IMPORTANT

1. If your Rental Service shares are held in your own name, please
sign, date and mail the enclosed BLUE consent card to Georgeson &
Company Inc. ("Georgeson") in the postage-paid envelope provided.

2. If your Rental Service shares are held in "street-name," only your
broker or bank can vote your shares and only upon receipt of your
specific instructions. If your shares are held in "street-name,"
deliver the enclosed BLUE consent card to your broker or bank and
contact the person responsible for your account to ensure that a
BLUE consent card is submitted on your behalf. United Rentals urges
you to confirm in writing your instructions to the person
responsible for your account and to provide a copy of those
instructions to United Rentals in care of Georgeson & Company Inc.,
Wall Street Plaza, New York, NY 10005 so that United Rentals will
be aware of all instructions given and can attempt to ensure that
such instructions are followed.

3. Since United Rentals must receive consents from a majority of all
of Rental Service's outstanding shares in order for its nominees to
be elected, a failure to consent will have the same effect as a
"no" vote with respect to United Rentals' solicitation. United
Rentals urges each stockholder to ensure that the record holder of
his or her shares, signs, dates and returns the enclosed consent
card as soon as possible.

If you have any questions or require any assistance in executing
your consent, please call:

GEORGESON
& COMPANY INC.

Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064

THIS CONSENT STATEMENT RELATES SOLELY TO THE SOLICITATION OF
CONSENTS TO THE PROPOSALS SET FORTH HEREIN AND IS NEITHER A REQUEST FOR THE
TENDER OF RENTAL SERVICE COMMON STOCK NOR AN OFFER WITH RESPECT THERETO.
THE UNITED RENTALS TENDER OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL, WHICH HAVE BEEN SEPARATELY
MAILED TO RENTAL SERVICE STOCKHOLDERS.

- -----------------------------------------------------------------------------

PRELIMINARY COPY - - SUBJECT TO COMPLETION

April __, 1999

CONSENT STATEMENT
OF
UNITED RENTALS, INC.

This Consent Statement and the enclosed BLUE consent card are being
furnished by United Rentals, Inc., a Delaware corporation ("United
Rentals"), in connection with the solicitation by United Rentals of written
consents from the holders of shares of common stock, par value $.01 per
share (the "Shares" or the "Rental Service Common Stock"), of Rental
Service Corporation, a Delaware corporation ("Rental Service"), to take the
following actions without a stockholders' meeting, as permitted by Delaware
law:

(1) Remove all eight existing members of the Rental Service
Board of Directors (the "Rental Service Board") and any person(s)
elected or designated by any of such directors to fill
any vacancy or newly created directorship;

(2) Elect Bradley S. Jacobs, Richard N. Daniel, Richard J.
Heckmann, Wayland R. Hicks, Stephanie R. Joseph, John N. Milne,
Michael J. Nolan, Raymond S. Troubh and Gerald Tsai, Jr.
(collectively, the "Nominees") as the directors of Rental Service;
provided, that, in the event that the Rental Service Board
continues to be fixed at eight (or fewer) directors, the Nominees
who receive the greatest number of votes shall fill all available
seats on the Rental Service Board; and

(3) Repeal each provision of Rental Service's Amended and
Restated Bylaws (the "Rental Service Bylaws") or amendment thereto
adopted subsequent to January 20, 1999 and prior to the
effectiveness of any of the Proposals (as defined below).

The foregoing actions (collectively, the "Proposals") are designed
to expedite the prompt consummation of a $22.75 per share cash tender offer
by UR Acquisition Corporation ("UR Acquisition"), a Delaware corporation
and a wholly owned subsidiary of United Rentals, to acquire all of the
outstanding Shares, which is described in more detail below. Stockholders
of Rental Service are asked to express their consent to the Proposals on
the accompanying BLUE consent card. None of the Proposals is subject to, or
conditioned upon, the adoption of any of the other Proposals; however,
Proposal 2 cannot be effected unless Proposal 1 is adopted.

UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE
PROPOSALS.

On April 5, 1999, UR Acquisition commenced an offer to purchase all
outstanding Shares, at a price of $22.75 per Share, net to the seller in
cash (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 5, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the
"Offer"). On April 1, 1999, the last full trading day prior to the
announcement of the Offer, the closing price of the Shares on the New York
Stock Exchange ("NYSE") was $17.25 per Share. Accordingly, the Offer of
$22.75 per Share represents a premium of approximately 32% over the closing
price per Share prior to the announcement of the Offer.

Complete information about the Offer is contained in the Offer to
Purchase, which is available upon request from the Information Agent for
the Offer, Georgeson & Company Inc. ("Georgeson"), and in United Rentals'
Tender Offer Statement on Schedule 14D-1 (as amended or supplemented from
time to time, the "Schedule 14D-1") which has been filed with the
Securities and Exchange Commission (the "Commission"). The Schedule 14D-1,
including exhibits thereto, should be available for inspection and copies
should be obtainable in the manner set forth under "CERTAIN INFORMATION
CONCERNING UNITED RENTALS" (except that such material will not be available
at the regional offices of the Commission). The Commission also maintains a
website at http://www.sec.gov that contains a copy of the Schedule 14D-1.
Such material should also be available for inspection at the offices of the
New York Stock Exchange, 20 Broad Street, New York, NY 10005.

THIS CONSENT STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF
SHARES NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS BEING MADE ONLY BY
MEANS OF THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.

The purpose of the Offer is to enable United Rentals to acquire
control of, and the entire equity interest in, Rental Service. The Offer,
as the first step in the acquisition of Rental Service, is intended to
facilitate the acquisition of all the Shares. United Rentals is seeking to
negotiate with Rental Service with respect to the acquisition of Rental
Service by United Rentals, including seeking to have Rental Service
consummate a merger or similar business combination with UR Acquisition or
another direct or indirect wholly owned subsidiary of United Rentals (the
"Proposed United Rentals Merger"). The purpose of the Proposed United
Rentals Merger is to acquire all Shares not tendered and purchased pursuant
to the Offer or otherwise. Pursuant to the Proposed United Rentals Merger,
each then outstanding Share (other than Shares owned by UR Acquisition,
United Rentals or any of their subsidiaries, Shares held in the treasury of
Rental Service and Shares owned by stockholders who perfect any available
appraisal rights under the Delaware General Corporation Law, as amended
(the "DGCL")), would be converted into the right to receive an amount in
cash equal to the Offer Price.

NationsRent, Inc. ("NationsRent") and Rental Service have agreed to
a proposed merger transaction (the "Proposed NationsRent Merger") wherein
each issued and outstanding share of NationsRent common stock (the
"NationsRent Shares"), other than NationsRent Shares held by NationsRent,
Rental Service or any of their direct or indirect subsidiaries, would be
converted into and become exchangeable for 0.355 of a Share. You, as a
stockholder of Rental Service, would continue to retain your Shares
following the Proposed NationsRent Merger. As a result of the Proposed
NationsRent Merger, NationsRent stockholders would end up owning
approximately 45% of a combined Rental Service/NationsRent.

In connection with the Proposed NationsRent Merger, Rental Service
and NationsRent entered into an Agreement and Plan of Merger, dated as of
January 20, 1999 (the "NationsRent Merger Agreement"), which provides,
among other things, that the termination of the NationsRent Merger
Agreement by Rental Service under certain specified circumstances will
require Rental Service to pay NationsRent $35 million as a termination fee
and an additional $5 million in expenses (collectively, the "NationsRent
Termination Fee").

In connection with the execution of the NationsRent Merger
Agreement, Rental Service also entered into an option agreement with
NationsRent (the "NationsRent Option Agreement"). In the NationsRent Option
Agreement, Rental Service granted NationsRent an option (the "NationsRent
Option") to purchase 4,795,431 Shares (subject to certain adjustments), or
approximately 19.9% of Rental Service's issued and outstanding Shares on
January 19, 1999, at $23.25 per Share, subject to adjustment in certain
circumstances; provided, that, in no case will the total profit realized by
NationsRent under the NationsRent Option and the NationsRent Termination
Fee (not including the expense reimbursement provisions) exceed $35
million. The NationsRent Option becomes exercisable upon the occurrence of
any event that would result in NationsRent being entitled to a termination
fee under the NationsRent Merger Agreement.

The foregoing description of the NationsRent Merger Agreement and
the NationsRent Option Agreement is qualified in its entirety by reference
to the full text of the NationsRent Merger Agreement and the NationsRent
Option Agreement, copies of which have been included by NationsRent as
exhibits to NationsRent's Current Report on Form 8-K, filed with the SEC on
April 7, 1999.

The Offer by UR Acquisition is conditioned upon, among other
things, the NationsRent Merger Agreement being terminated, Rental Service
entering into a definitive merger agreement with United Rentals (the
"Merger Agreement Condition"), and UR Acquisition being satisfied, in its
sole discretion, that the provisions of Section 203 of the DGCL ("Section
203"), are inapplicable to the Offer and the Proposed United Rentals Merger
(the "Section 203 Condition"). See "CONDITIONS TO THE OFFER."

Accordingly, pursuant to the Proposals, United Rentals is seeking
to elect to the Rental Service Board persons who, subject to their
fiduciary duties as directors of Rental Service, intend (a) to take all
necessary action to satisfy the conditions of the Offer, including the
Merger Agreement Condition and the Section 203 Condition, and take such
other actions as may be required to expedite the prompt consummation of the
Offer and the Proposed United Rentals Merger, or (b) if any other
transaction offering more value to Rental Service's stockholders is
proposed, take actions to facilitate such a transaction. Accordingly, one
possible result of the adoption of the Proposals could be to facilitate the
consummation of the Offer and the Proposed United Rentals Merger.

Proposals 1 and 2 will become effective when properly completed and
unrevoked consents are signed by the holders of record, as of the close of
business on the Record Date (as defined below), of a majority of the Shares
then outstanding and are delivered to Rental Service. Proposal 3 will
become effective when properly completed and unrevoked consents are signed
by the holders of record, as of the close of business on the Record Date,
representing 662/3% of the Shares then outstanding and are delivered to
Rental Service. None of the Proposals is subject to, or conditioned upon,
the adoption of any of the other Proposal; however, Proposal 2 cannot be
effected unless Proposal 1 is adopted.

This Consent Statement and the related BLUE consent card are first
being sent or given on or about April __, 1999 to all holders of record of
the Shares on April __, 1999 (the "Record Date"). On the Record Date,
United Rentals and UR Acquisition were the beneficial owners of 100 Shares.

ADOPTION OF THE PROPOSALS, INCLUDING REMOVAL OF THE EXISTING
MEMBERS OF THE RENTAL SERVICE BOARD AND ELECTION OF THE NOMINEES, IS AN
IMPORTANT STEP TOWARD PROMPT CONSUMMATION OF THE OFFER AND THE PROPOSED
UNITED RENTALS MERGER. ACCORDINGLY, YOU ARE URGED TO PROMPTLY SIGN, DATE
AND MAIL THE ENCLOSED BLUE CONSENT CARD. YOU MUST SEPARATELY TENDER YOUR
SHARES PURSUANT TO THE OFFER IF YOU WISH TO PARTICIPATE IN THE OFFER.
EXECUTING A CONSENT DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO
THE OFFER, AND YOUR FAILURE TO EXECUTE A CONSENT DOES NOT PREVENT YOU FROM
TENDERING YOUR SHARES PURSUANT TO THE OFFER.

United Rentals and UR Acquisition have retained Georgeson to assist
in the solicitation of consents to the Proposals.

If your Shares are registered in your own name, please sign, date
and mail the enclosed BLUE consent card to Georgeson in the postage-paid
envelope provided. If your Shares are held in the name of a brokerage firm,
bank nominee or other institution, you should contact the person in charge
of your account and give instructions to have the BLUE consent card with
respect to your Shares to be signed, dated and mailed. Only that
institution can execute a BLUE consent card with respect to your Shares and
only upon receipt of specific instructions from you. United Rentals urges
you to confirm in writing your instructions to the person responsible for
your account and to provide a copy of those instructions to United Rentals
in care of Georgeson & Company Inc., Wall Street Plaza, New York, NY 10005
so that UR Acquisition will be aware of all instructions given and can
attempt to ensure that such instructions are followed.

If you have any questions about executing your consent or require
assistance, please contact:

GEORGESON
& COMPANY INC.

Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064

TABLE OF CONTENTS

Page

SUMMARY...................................................................1

REASONS FOR THE SOLICITATION .............................................2

THE PROPOSALS ............................................................2

THE OFFER AND THE PROPOSED UNITED RENTALS MERGER .........................9

CONDITIONS TO THE OFFER..................................................10

THE PROPOSED NATIONSRENT MERGER..........................................10

BACKGROUND OF THE OFFER..................................................11

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF .........................14

CERTAIN INFORMATION CONCERNING UNITED RENTALS............................14

SOLICITATION OF CONSENTS.................................................15

INFORMATION ABOUT PARTICIPANTS IN THE CONSENT SOLICITATION...............17

CONSENT PROCEDURE .......................................................17

EFFECTIVENESS AND REVOCATION OF CONSENTS ................................18

SPECIAL INSTRUCTIONS.....................................................19

CERTAIN LITIGATION.......................................................19

FORWARD-LOOKING STATEMENTS...............................................20

OTHER INFORMATION........................................................20

SCHEDULE I..............................................................I-1

SCHEDULE II............................................................II-2

SUMMARY

The information in this summary is qualified in its entirety by
reference to the more detailed information appearing elsewhere in this
Consent Statement.

The Proposals

United Rentals is soliciting written consents from Rental Service
stockholders to remove all eight existing directors of Rental Service,
elect the Nominees to serve as the directors of Rental Service and amend
the Company Bylaws to eliminate any provision of the Rental Service Bylaws
or amendment thereto adopted after January 20, 1999 and prior to the
effectiveness of the Proposals. The Nominees intend to (a) take all
necessary action to satisfy the conditions to the Offer, including the
Merger Agreement Condition and the Section 203 Condition, and take such
other actions as may be required to expedite the prompt consummation of the
Offer and the Proposed United Rentals Merger or (b) if any other
transaction offering more value to Rental Service stockholders is proposed,
take actions to facilitate such a transaction, subject in all cases to
fulfillment of the fiduciary duties that they would have as directors of
Rental Service. Accordingly, adoption of the Proposals would facilitate the
consummation of the Offer and the Proposed United Rentals Merger.

The Offer and the Proposed United Rentals Merger

On April 1, 1999, the last full trading day before the first public
announcement of the commencement the Offer, the closing price of the Shares
on the NYSE was $17.25.

Although the adoption of the Proposals is an important step toward
prompt consummation of the Offer and the Proposed United Rentals Merger,
stockholders of Rental Service are not being asked to tender their Shares
pursuant to this Consent Solicitation or to consent to or vote on the
Proposed United Rentals Merger at this time.

Voting Securities

The Shares constitute the only class of voting securities of Rental
Service. Accordingly, only holders of Shares are entitled to execute
consents.

Consent Procedures

United Rentals will pay all costs in connection with its
solicitation of consents. The consents are being solicited pursuant to the
procedures established by Sections 228 of the DGCL. Stockholders of Rental
Service of record as of the close of business on the Record Date are
entitled to consent to the Proposals. Proposals 1 and 2 will become
effective only if properly completed and unrevoked consents are returned by
holders of record on the Record Date of a majority of the total number of
Shares then outstanding, and Proposal 3 will become effective only if
properly completed and unrevoked consents are returned by holders of record
on the Record Date of 662/3% of the total number of Shares then
outstanding. The failure to execute and return a consent will have the same
effect as voting against the Proposals. None of the Proposals is subject
to, or conditioned upon, the adoption of any of the other Proposals;
however, Proposal 2 cannot be effected unless Proposal 1 is adopted. To be
effective, the requisite consents must be delivered to Rental Service
within 60 days of the earliest dated consent delivered to Rental Service.

REASONS FOR THE SOLICITATION

United Rentals is soliciting written consents to the Proposals in
order to expedite the prompt consummation of the Offer and the Proposed
United Rentals Merger. The purpose of the Offer and the Proposed United
Rentals Merger is to enable United Rentals to acquire control of, and the
entire equity interest in, Rental Service. AS DESCRIBED BELOW, THE
NOMINEES, IF ELECTED, INTEND TO SUPPORT THE OFFER AND THE PROPOSED UNITED
RENTALS MERGER, SUBJECT IN ALL CASES TO FULFILLMENT OF FIDUCIARY DUTIES
THEY WOULD HAVE AS DIRECTORS OF RENTAL SERVICE.

United Rentals believes that the Offer and the Proposed United
Rentals Merger are in the best interests of the stockholders of Rental
Service because, among other things, the consideration that would be
received by stockholders in the Offer and the Proposed United Rentals
Merger reflects a substantial and certain premium over the closing price of
the Shares prior to the public announcement of the Offer. The Offer and the
Proposed United Rentals Merger provide for a cash payment of $22.75 per
Share, representing a premium of approximately 32% over the $17.25 price
per Share closing price on the last trading day prior to the announcement
of the Offer.

The Nominees intend to (a) take all necessary action to satisfy the
conditions to the Offer, including the Merger Agreement Condition and
Section 203 Condition, and take such other actions as may be required to
expedite the prompt consummation of the Offer and the Proposed United
Rentals Merger or (b) if any other transaction offering more value to
Rental Service's stockholders is proposed, take such actions as are
necessary to facilitate such a transaction, subject in all cases to
fulfillment of the fiduciary duties that they would have as directors of
Rental Service. Accordingly, adoption of the Proposals would facilitate the
consummation of the Offer and the Proposed United Rentals Merger.

THE PROPOSALS

United Rentals is seeking written stockholder consents without a
meeting to the Proposals, which consist of taking the following actions:

(1) Remove all eight existing members of the Rental Service
Board and any person(s) elected or designated by any of such
directors to fill any vacancy or newly created directorship;

(2) Elect the Nominees as directors of Rental Service;
provided, that, in the event that the Rental Service Board
continues to be fixed at eight (or fewer) directors, the Nominees
who receive the greatest number of votes shall fill all available
seats on the Rental Service Board; and

(3) Repeal each provision of the Rental Service Bylaws or
amendment thereto adopted subsequent to January 20, 1999 and prior
to the effectiveness of any of the Proposals.

None of the Proposals is subject to, or conditioned upon, the
adoption of any of the other Proposals; however, Proposal 2 cannot be
effected unless Proposal 1 is adopted.

UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE
PROPOSALS.

Removal of Directors. The Proposals include the removal of all
eight existing Rental Service directors and any other person who may be a
director at the time the action proposed to be taken by this consent
procedure becomes effective. Rental Service's current directors are Martin
R. Reid , Daniel P. Lanoha, William M. Barnum, Jr., James R. Buch,
Christopher A. Laurence, Eric L. Mattson, Britton H. Murdoch and John M.
Sullivan.

Pursuant to Section 3.03 of the Rental Service Bylaws, any director
or the entire Board of Directors may be removed, with or without cause.

Election of Nominees. The Proposals include the election as
directors of Rental Service the nine Nominees named in the table below,
each of whom has consented to serve as a nominee and to serve as a
director, if elected, until the next annual meeting of stockholders and
until his or her successor has been elected and qualified; provided, that,
in the event that the Rental Service Board continues to be fixed at eight
(or fewer) directors, the Nominees who receive the greatest number of votes
shall fill the available seats on the Rental Service Board.

The Rental Service Board is currently comprised of eight directors.
Section 3.02 of the Rental Service Bylaws provides that the authorized
number of directors comprising the Rental Service Board shall be not less
than four nor more than sixteen until changed by amendment of such Bylaw.
The exact number of directors shall be fixed, within the limits specified,
by resolution duly adopted by the Rental Service Board. In the event that
the number of directors comprising the Rental Service Board continues to be
fixed at eight (or fewer) directors, the Nominees who receive the greatest
number of votes shall fill the available seats on the Rental Service Board,
and, in accordance with Section 3.02 of the Rental Service Bylaws, those
Nominees who are so elected to the Rental Service Board intend to take all
appropriate action necessary to cause the number of directors to be fixed
at nine and fill the resulting vacancies with the Nominee(s) not elected.

The Nominees are committed to providing each Rental Service
stockholder with the ability to participate in the Offer and the Proposed
United Rentals Merger. United Rentals' primary purpose in seeking to elect
the Nominees to the Rental Service Board is to take all action necessary to
satisfy the conditions to the Offer, and thereby facilitate the
consummation of the Offer and the Proposed United Rentals Merger. United
Rentals also seeks to prevent the current directors of Rental Service from
creating new obstacles to the consummation of the Offer and the Proposed
United Rentals Merger, including, without limitation, adopting any
stockholder rights plan (a so-called "poison pill"). However, if elected,
the Nominees would be responsible for managing the business and affairs of
Rental Service. Each director of Rental Service has an obligation under the
DGCL to discharge his or her duties as a director on an informed basis, in
good faith, with the care an ordinarily careful and prudent person in a
like position would exercise under similar circumstances and in a manner
the director honestly believes to be in the best interests of Rental
Service. In this connection, circumstances may arise in which the interests
of United Rentals and its affiliates, on the one hand, and the interests of
other stockholders of Rental Service, on the other hand, may differ. In any
such case, each of the Nominees intends to discharge their fiduciary duties
owing to Rental Service and its stockholders in compliance with the DGCL.
Although United Rentals has no reason to believe that any of the Nominees
would be unable or unwilling to serve as directors, if any of the Nominees
is not available for election, the BLUE consent card will be voted for the
election of such other nominee or nominees as may be proposed by United
Rentals.

Because certain of the Nominees are currently officers and/or
directors of United Rentals, such Nominees, if elected, may have a
potential or actual conflict of interest when acting as Rental Service
directors in matters in which United Rentals' interests differ from those
of Rental Service.

These potential or actual conflict of interest situations could
include: (i) actions with regard to the Offer or any other proposal by
United Rentals to acquire Rental Service; (ii) the determination of whether
Rental Service should remain independent in light of Rental Service's
current business plan; (iii) actions with regard to the Proposed
NationsRent Merger; and (iv) proposals by other third parties, if any, to
acquire all or part of Rental Service.

In the event that any potential or actual conflict of interest
should arise, such Nominees intend to discharge their fiduciary duty to
Rental Service stockholders with the advice of independent Delaware legal
counsel and, where appropriate, the advice of independent financial
advisors or other appropriate independent consultants and advisors, and
will take into account all then-prevailing facts and circumstances.

The Nominees' decisions regarding the appropriate process for
dealing with the Offer and any other acquisition proposal would be based
upon advice of counsel and would necessarily also be based on events and
circumstances that the Nominees are not aware of, as well as events and
circumstances that have not yet occurred and cannot readily be predicted,
such as (a) actions of the Rental Service Board not known to the Nominees
(including any solicitation or receipt of expressions of interest from
other third party buyers), (b) the views of the Nominees who are not
officers and/or directors of United Rentals, (c) the views of officers and
other executives of Rental Service, (d) developments in Rental Service's
business, operations and financial performance, (e) changes in the U.S. and
global economies, debt and equity markets, and (f) any future judicial
decisions regarding actions of the current Rental Service Board. Depending
on the prevailing facts and circumstances, the process could include
creation of a special committee of the Rental Service Board (which may
consist in whole or in part of Nominees who are not officers or directors
of United Rentals) to deal with the Offer and any third party acquisition
proposals, or a decision by the Nominees who have such a conflict of
interest not to participate in portions of any meetings of the Rental
Service Board dealing with acquisition proposals.

The Nominees

EMPLOYMENT HISTORY OR PRESENT
NAME, AGE AND PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS FIVE-YEAR EMPLOYMENT HISTORY
---------------- ------------------------------

Bradley S. Jacobs.....................42 Mr. Jacobs has been Chairman, Chief
United Rentals, Inc. Executive Officer and a director of
Four Greenwich Office Park United Rentals since its formation
Greenwich, Connecticut 06830 in September 1997. Mr. Jacobs
founded United Waste Systems,
Inc. in 1989 and served as its
Chairman and Chief Executive
Officer from its inception until
the sale of the company in August
1997. From 1984 to July 1989, Mr.
Jacobs was Chairman and Chief
Operating Officer of Hamilton
Resources Ltd., an international
trading company, and from 1979 to
1983, he was Chief Executive
Officer of Amerex Oil Associates,
Inc., an oil brokerage firm that
he co-founded.

Richard N. Daniel.....................62 Mr. Daniel is currently a director
555 Madison Ave. of the Treasurer's Fund, Inc.
17th Floor Mr. Daniel was a director of Handy
New York, New York 10022 & Harman from 1974 to 1998 and
Chairman of the Board and Chief
Executive Officer of Handy &
Harman from 1992 to 1998. Mr.
Daniel was also the President of
Handy & Harman. Handy & Harman
was acquired by WHX Corporation
in April 1998.

Richard J. Heckmann...................55 Mr. Heckmann has been a director of
United Rentals, Inc. United Rentals since October 1997.
Four Greenwich Office Park Mr. Heckmann has served since 1990
Greenwich, Connecticut 06830 as Chairman, President and Chief
Executive Officer of United
States Filter Corporation, a
leading global provider of
industrial and commercial water
and wastewater treatment systems
and services. Mr. Heckmann is
also a director of Waste
Management, Inc. and K2 Inc.

Wayland R. Hicks......................56 Mr. Hicks has been Chief Operating
United Rentals, Inc. Officer of United Rentals since
Four Greenwich Office Park November 1997 and a director since
Greenwich, Connecticut 06830 June 1998. He also served as
president of United Rentals
during the period from November
1997 until September 1998, when
be became Vice Chairman. Mr.
Hicks previously held various
senior executive positions at
Xerox Corporation where he worked
for 28 years (1966-1994). His
positions at Xerox Corporation
included Executive Vice
President, Corporate Operations
(1993-1994), Executive Vice
President, Corporate Marketing
and Customer Support Operations
(1989-1993) and Executive Vice
President, Engineering and
Manufacturing--Xerox Business
Products and Systems Group
(1987-1989). Mr. Hicks also
served as Vice Chairman and Chief
Executive Officer of Nextel
Communications Corp. (1994-1995)
and as Chief Executive Officer
and President of Indigo N.V.
(1996-1997). He is also a
director of Maytag Corporation.

Stephanie R. Joseph...................52 Ms. Joseph has been Secretary and
The Directors' Network Inc. Principal Legal Officer of the
14 East 60th Street Petrie Stores Liquidating Trust
Suite 208 since February 1995 and Manager,
New York, New York 10022 Chief Executive Officer and
Liquidating Trustee of the Petrie
Stores Liquidating Trust since
December 1995. She is the founder
and President of The Directors'
Network Inc., a corporate
consulting firm that prepares
directors for their boardroom
responsibilities, since March
1994. From May 1984 until June
1992, Ms. Joseph was employed as
the Associate General Counsel of
American Express Company.

John N. Milne.........................39 Mr. Milne has been Vice Chairman,
United Rentals, Inc. Chief Acquisition Officer and a
Four Greenwich Office Park director of United Rentals since its
Greenwich, Connecticut 06830 formation in September 1997. Mr.
Milne was Vice Chairman and Chief
Acquisition Officer of United
Waste Systems, Inc. from 1993
until August 1997 and held other
senior executive positions at
United Waste from 1990 until
1993. Mr. Milne had primary
responsibility for implementing
United Waste's acquisition
program. From September 1987 to
March 1990, Mr. Milne was
employed in the Corporate Finance
Department of Drexel Burnham
Lambert Incorporated.

Michael J. Nolan......................38 Mr. Nolan has been Chief Financial
United Rentals, Inc. Officer of United Rentals since its
Four Greenwich Office Park formation in September 1997.
Greenwich, Connecticut 06830 Mr. Nolan served as the Chief
Financial Officer of United Waste
Systems, Inc. from February 1994
until August 1997. He served in
other finance positions at United
Waste from November 1991 until
February 1994, including Vice
President, Finance, from October
1992 to February 1994. From 1985
until November 1991, Mr. Nolan
held various positions at the
accounting firm of Ernst & Young
LLP, including senior audit
manager. Mr. Nolan is a Certified
Public Accountant.

Raymond S. Troubh.....................73 Mr. Troubh has been a business
10 Rockefeller Plaza consultant since 1974 and
Suite 712 a Liquidating Trustee and Chairman
New York, New York 10020 of the Board of Liquidating Trustees
of the Petrie Stores Liquidating
Trust since December 1995. Mr.
Troubh served as Treasurer of
Petrie Stores Corporation from
December 9, 1994 to February 7,
1995. He is a financial
consultant, a former governor of
the American Stock Exchange and a
former general partner of Lazard
Freres & Co. Mr. Troubh is a
director of ARIAD
Pharmaceuticals, Inc., Becton,
Dickinson and Company, Diamond
Offshore Drilling, Inc.,
Foundation Health Systems, Inc.,
General American Investors
Company, Olsten Corporation,
Starwood Hotels & Resorts, WHX
Corporation and Triarc Companies,
Inc. Mr. Troubh also serves as
trustee of the MicroCap
Liquidating Trust.

Gerald Tsai, Jr.......................70 Mr. Tsai has been a director of
United Rentals, Inc. United Rentals since December 1997.
Four Greenwich Office Park Mr. Tsai served as Chairman, Chief
Greenwich, Connecticut 06830 Executive Officer and President
of Delta Life Corporation, an
insurance company, from 1993
until the sale of the company in
October 1997. Mr. Tsai was
Chairman of the Executive
Committee of the Board of
Directors of Primerica
Corporation, a diversified
financial services company, from
December 1988 until April 1991,
and served as Chief Executive
Officer of Primerica Corporation
from April 1986 until December
1988. Mr. Tsai is currently a
private investor and serves as a
director of The Meditrust
Companies, Saks Incorporated,
Rite Aid Corporation, Sequa
Corporation, Triarc Companies,
Inc. and Zenith National
Insurance Corp. He also serves as
a trustee of Boston University,
Mount Sinai--NYU Medical Center
and Health System and NYU School
of Medicine Foundation Board.

None of the Nominees owns any Shares, nor is there any material
relationship between any Nominee and Rental Service.

It is contemplated that each Nominee who is not a director or
employee of United Rentals will be paid a fee of $25,000 by United Rentals
for agreeing to serve as a Nominee; additional fees may be paid, as
appropriate and agreed upon, for additional services rendered. Furthermore,
it is anticipated that each Nominee, upon election, will receive a
director's fee, consistent with Rental Service's past practice, for
services as a director of Rental Service. According to Rental Service's
Proxy Statement for its 1998 Annual Meeting of Stockholders, each
non-employee director of Rental Service receives a fee of $2,500 per
quarter, plus $1,500 for each board meeting attended and $500 for each
board committee meeting attended. United Rentals has agreed to indemnify
each Nominee, to the fullest extent permitted by the DGCL and other
applicable law, from and against any and all expenses, liabilities or
losses of any kind arising out of any threatened or filed claim, action,
suit or proceeding, whether civil, criminal, administrative or
investigative, asserted against or incurred by the Nominee in his capacity
as a nominee for election as a director of Rental Service, and, if elected,
as a director of Rental Service, or arising out of his status in either
such capacity; provided, however, that United Rentals will not be liable if
such expense, liability or loss resulted from bad faith, willful misconduct
or gross negligence on the Nominee's part. United Rentals has also agreed
to reimburse each Nominee for his or her reasonable out-of-pocket expenses,
including reasonable fees and expenses of counsel.

THE NOMINEES SUPPORT THE OFFER AND THE PROPOSED UNITED RENTALS
MERGER.

Repeal of Rental Service Bylaws adopted subsequent to January 20,
1999 and prior to the effectiveness of any of the Proposals. The Proposals
include the repeal of each provision of the Rental Service Bylaws or
amendment thereto adopted subsequent to January 20, 1999 and prior to the
effectiveness of the Proposals, if any. This Proposal is designed to
prevent the Rental Service Board from taking actions to amend the Rental
Service Bylaws to attempt to nullify the actions taken by the stockholders
pursuant to the Proposals or to create new obstacles to the consummation of
the Offer and the Proposed United Rentals Merger. According to publicly
available information, the most recent version of the Rental Service Bylaws
was filed as an exhibit to Rental Service's Form 8-K filed on January 20,
1999. Therefore, this Proposal would not repeal any provision of the Rental
Service Bylaws that has been publicly disclosed on or prior to such date.
If, however, the Rental Service Board has adopted since January 20, 1999,
or adopts prior to the effectiveness of any of the Proposals, any amendment
to the Rental Service Bylaws, this Proposal would seek to repeal such
amendment so as to prevent the Rental Service Board from creating new
obstacles to the consummation of the Offer and the Proposed United Rentals
Merger and to remove any existing undisclosed obstacles to the consummation
of the Offer and the Proposed United Rentals Merger.

THE OFFER AND THE PROPOSED UNITED RENTALS MERGER

On April 5, 1999, UR Acquisition commenced the Offer, which
provides for the purchase of all outstanding Shares at the Offer Price
($22.75 per Share). The purpose of the Offer is to enable United Rentals to
acquire control of, and the entire equity interest in, Rental Service. The
Offer, as the first step in the acquisition of Rental Service, is intended
to facilitate the acquisition of all the Shares. United Rentals currently
intends, as soon as practicable following consummation of the Offer, to
propose and seek to have Rental Service consummate the Proposed United
Rentals Merger. The purpose of the Proposed United Rentals Merger is to
acquire all Shares not tendered and purchased pursuant to the Offer or
otherwise. Pursuant to the Proposed United Rentals Merger, each then
outstanding Share (other than Shares owned by UR Acquisition, United
Rentals, or any of their affiliates, Shares held in the treasury of Rental
Service and Shares owned by stockholders who perfect any available
appraisal rights under the DGCL) would be converted into the right to
receive an amount in cash equal to the Offer Price. On April 1, 1999, the
last full trading day prior to the announcement of the Offer, the closing
price of the Shares on the NYSE was $17.25 per Share. Accordingly, the
Offer Price of $22.75 per Share represents a premium of approximately 32%
over such closing price.

United Rentals intends to seek to negotiate with Rental Service
with respect to the acquisition of Rental Service by United Rentals; UR
Acquisition or another affiliate of United Rentals, whether pursuant to the
Offer and the Proposed United Rentals Merger, or otherwise. If such
negotiations result in a definitive merger agreement between Rental Service
and United Rentals or UR Acquisition, the consideration to be received by
holders of Shares could include or consist of consideration other than
cash. Accordingly, such negotiations could result in, among other things,
amendment or termination of the Offer and submission of a different
acquisition proposal to Rental Service's stockholders for their approval.

CONDITIONS TO THE OFFER

The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which constitutes a majority of the Shares
outstanding on a fully diluted basis, (2) the stockholders of Rental
Service not having approved the NationsRent Merger Agreement, (3) UR
Acquisition being satisfied, in its sole discretion, that the NationsRent
Merger Agreement has been terminated, and Rental Service having entered
into a definitive merger agreement with United Rentals and UR Acquisition
to provide for the acquisition of Rental Service pursuant to the Offer and
the Proposed United Rentals Merger or otherwise, (4) the Section 203
Condition, (5) Rental Service not having entered into or effectuated any
agreement or transaction with any person or entity having the effect of
impairing UR Acquisition's ability to acquire Rental Service or otherwise
diminishing the expected economic value to UR Acquisition of the
acquisition of Rental Service, (6) any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having
expired or been terminated prior to the expiration of the Offer, (7) the
option held by NationsRent Option to purchase up to 19.9% of the
outstanding Shares having been terminated or invalidated without any Shares
having been issued thereunder, and (8) the termination fee and expense
reimbursement provisions provided for in the NationsRent Merger Agreement
having been invalidated, or the obligation to pay any amounts pursuant to
such provisions having been terminated, without any termination fee or
expense reimbursement, or any portion thereof, having been paid by Rental
Service or any of its affiliates pursuant to the NationsRent Merger
Agreement or otherwise. The Offer is also subject to other terms and
conditions set forth in the Offer to Purchase. See the Introduction to, and
Section 14 of, the Offer to Purchase.

There can be no assurance as to the timing or satisfaction of the
conditions to the Offer. While certain of such conditions are within the
control of the Rental Service Board, certain of the conditions are outside
of the control of the Rental Service Board, such as the invalidation of the
NationsRent Option Agreement and NationsRent Termination Fee. However,
United Rentals intends to vigorously pursue its claims in the Delaware
Litigation (as defined below) as expeditiously as possible and to attempt
to ensure that further steps toward consummation of the Proposed
NationsRent Merger are not taken. See "CERTAIN LITIGATION" below.

While United Rentals is committed to helping Rental Service's
stockholders realize the significant premium and more certain value of the
Offer, until the conditions to the Offer are satisfied, United Rentals will
not purchase any Shares pursuant to the Offer.

THE PROPOSED NATIONSRENT MERGER

In the Proposed NationsRent Merger, all outstanding shares of
NationsRent Common Stock, other than those beneficially owned by Rental
Service or NationsRent, would be converted into 0.355 of a Share of Rental
Service Common Stock. Stockholders of Rental Service would continue to
retain their Shares after the Proposed NationsRent Merger. As a result of
the Proposed NationsRent Merger, NationsRent stockholders would end up
owning approximately 45% of the combined companies. The conditions to the
consummation of the Proposed NationsRent Merger are the following: (1)
approval and adoption of the NationsRent Merger Agreement by the
stockholders of Rental Service and NationsRent, (2) the approval of an
increase in the number of authorized Shares by the stockholders of Rental
Service, (3) receipt of all regulatory approvals, (4) absence of any law,
order or judgment of any governmental authority that restrains, enjoins or
otherwise prohibits the Proposed NationsRent Merger or that would have a
material adverse effect on the combination of Rental Service and
NationsRent following the Proposed NationsRent Merger, (5) effectiveness of
the registration statement registering the Shares to be issued in the
Proposed NationsRent Merger, (6) authorization of the listing of such
Shares on the New York Stock Exchange (the "NYSE"), (7) receipt of all
state securities and "blue sky" permits and approvals, (8) accuracy of the
representations and warranties of Rental Service and NationsRent set forth
in the NationsRent Merger Agreement in all material respects, (9)
performance by Rental Service and NationsRent of their respective material
obligations under the NationsRent Merger Agreement, (10) receipt by Rental
Service and NationsRent of all material consents required from third
parties, and (11) receipt by Rental Service and NationsRent of opinions of
their respective legal counsel with respect to the qualification of the
Proposed NationsRent Merger as a "reorganization" under the Internal
Revenue Code of 1986, as amended.

The NationsRent Merger Agreement also provides that the termination
of the NationsRent Merger Agreement by either party under certain
circumstances specified in the NationsRent Merger Agreement, including if
Rental Service stockholders do not approve the Proposed NationsRent Merger
at the Special Meeting of stockholders of Rental Service, or if the Rental
Service Board withdraws or adversely modifies its approval or
recommendation to stockholders of the Proposed NationsRent Merger following
an announcement of a proposed transaction such as the United Rentals Offer
or fails to reconfirm its recommendation within 10 days if so requested by
NationsRent, or if any person acquires 40% or more of the outstanding
Shares, will require Rental Service to pay NationsRent $35 million as a
termination fee and an additional $5 million in expenses (the "NationsRent
Termination Fee").

In connection with the execution of the NationsRent Merger
Agreement, Rental Service also entered into an option agreement with
NationsRent (the "NationsRent Option Agreement"). Pursuant to the
NationsRent Option Agreement, Rental Service granted to NationsRent an
option (the "NationsRent Option") to purchase 4,795,431 Shares (subject to
certain adjustments), or approximately 19.9% of Rental Service's issued and
outstanding Shares on January 19, 1999, at an exercise price of $23.25 per
Share, subject to certain adjustments, provided that, in no case will the
total profit realized under the NationsRent Option and the NationsRent
Termination Fee (not including the expense reimbursement provisions
thereof) exceed $35 million. The NationsRent Option becomes exercisable
upon the occurrence of any event that would result in NationsRent being
entitled to a termination fee under the NationsRent Merger Agreement.

BACKGROUND OF THE OFFER

In the ordinary course of United Rentals' long-term strategic
review process, United Rentals is continuously involved in discussions
relating to acquisitions of varying size and due diligence investigations
of several acquisition candidates. United Rentals generally seeks to
acquire companies of various sizes, including relatively large companies to
serve as platforms for new regional clusters of equipment rental locations
and smaller companies to complement existing or anticipated locations.

In December 1998, a representative of Goldman, Sachs & Co., United
Rentals' financial advisor, acting on behalf of United Rentals, telephoned
Martin R. Reid, Chairman of the Board and Chief Executive Officer of Rental
Service, to arrange a meeting. On January 15, 1999, such representative met
with Mr. Reid and Robert M. Wilson, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of Rental Service. At this
meeting, such representative asked Mr. Reid whether Rental Service was
interested in discussing a business combination with United Rentals and Mr.
Reid stated that Rental Services was not for sale.

On January 21, 1999, Rental Service and NationsRent announced that
they had entered into the NationsRent Merger Agreement and the NationsRent
Option Agreement.

On March 30, 1999, United Rentals (North America), Inc., a direct
wholly owned subsidiary of United Rentals, purchased 100 shares in a market
transaction effected on the NYSE at a price of $1613/16 per Share plus
brokerage commissions and related expenses.

On April 3, 1999, at a special meeting of the Board of Directors of
United Rentals, such Board unanimously approved the Offer.

On April 5, 1999, United Rentals and UR Acquisition commenced the
Offer and Bradley S. Jacobs, Chairman of the Board and Chief Executive
Officer of United Rentals, sent the following letter to Mr. Reid regarding
a proposed business combination between Rental Service and United Rentals.

April 5, 1999

Mr. Martin R. Reid
Chairman of the Board and Chief Executive Officer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254

Dear Marty:

United Rentals, Inc. is publicly announcing today a cash tender
offer to acquire all of the outstanding shares of Rental Service
Corporation at $22.75 per share. Our offer represents approximately a 32%
premium over your company's closing market price on Thursday, April 1,
1999. We are also proposing that, upon consummation of the tender offer,
United Rentals and Rental Service enter into a merger in which each
remaining Rental Service share will be exchanged for $22.75 in cash. In
connection with our Offer, we have received a commitment letter from
Goldman Sachs Credit Partners, L.P. to provide $2 billion in financing for
the purchase of all of Rental Service's shares pursuant to our tender offer
and the refinancing of Rental Service's existing debt, as well as for other
corporate purposes.

The combination of United Rentals and Rental Service would give us
an unparalleled capacity to serve customers in 42 states, Canada and
Mexico. Together we would be able to offer for rent over 400,000 pieces of
equipment, with an original cost of over $3 billion, to more than one
million customers through a network of over 700 locations. Our combined
companies would have a broader geographic diversification and excellent
opportunities to achieve greater operating efficiencies through economies
of scale. In addition, the combined operations would provide significant
opportunities for the employees of Rental Service to expand their
professional careers.

Our offer is subject to certain conditions, including the valid
tender of at least a majority of Rental Service's shares, termination of
the merger agreement between Rental Service and NationsRent, Inc., the
execution of a definitive merger agreement between Rental Service and
United Rentals, the termination or invalidation of the option held by
NationsRent to purchase up to 19.9% of Rental Service's shares, the
termination or invalidation of the termination fee obligation provided for
in Rental Service's merger agreement with NationsRent, the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, the approval of our offer and our proposed merger
by your Board of Directors, and Rental Service not taking any action that
would impair United Rentals' ability to acquire Rental Service or otherwise
diminish the value to United Rentals of Rental Service. The complete
details of our tender offer will be set forth in a filing to be made today
with the Securities and Exchange Commission.

We appreciate that you will want to present our proposal to your
Board of Directors for its careful consideration. We feel confident that
after such consideration, your Board will recognize the fairness and
certainty of the value that we are offering your stockholders.

We are prepared to meet with you and your directors, at your
earliest convenience, to discuss our proposal and to answer relevant
questions.

Sincerely,

/s/ Bradley S. Jacobs

Bradley S. Jacobs
Chairman and Chief Executive Officer

On April 5, 1999, United Rentals commenced litigation against
Rental Service, the members of Rental Service's Board of Directors and
NationsRent in the Chancery Court of the State of Delaware (the "Delaware
Litigation"), alleging, among other things, breaches of fiduciary duties by
the Rental Service Board in connection with the NationsRent Merger
Agreement. Such litigation seeks an order, among other things, (i)
invalidating the NationsRent Option and the NationsRent Termination Fee and
(ii) compelling the Rental Service Board to approve the Offer and the
Proposed United Rentals Merger for purposes of Section 203 of the DGCL. On
April 8, 1999, the Delaware Chancery Court granted United Rentals' motion
for expedited discovery and set May 17, 1999 for a hearing to consider
plaintiffs' motion for a preliminary injunction in connection with the
foregoing.

On April 7, 1999, United Rentals also commenced litigation against
Rental Service, NationsRent and James L. Kirk, the Chairman and Chief
Executive Officer of NationsRent, in the United States District Court for
the District of Connecticut alleging, among other things, violations of the
federal proxy and tender offer rules.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

United Rental expects that the Rental Service Board will furnish
Rental Service stockholders with a Consent Revocation Statement.
Information concerning (i) the number of Shares outstanding and entitled to
vote on the Record Date, (ii) persons who beneficially own 5% or more of
any class of Rental Service's securities and (iii) beneficial ownership of
the Shares by each of Rental Service's directors and executive officers and
all of Rental Service's directors and executive officers as a group is
required to be set forth in the Consent Revocation Statement and, in
accordance with Rule 14a-5(c) under the Exchange Act, reference is made to
the Consent Revocation Statement for such information.

Schedule I hereto sets forth information relating to Rental
Service's outstanding Shares and ownership thereof by directors, officers
and persons who beneficially own 5% or more of the Shares as reported in
Rental Services Annual Report on Form 10-K.

The Shares constitute the only class of voting securities of Rental
Service outstanding. Accordingly, only holders of Shares are entitled to
execute consents.

CERTAIN INFORMATION CONCERNING UNITED RENTALS

United Rentals is a Delaware corporation with its principal
executive offices located at Four Greenwich Office Park, Greenwich,
Connecticut 06830. The telephone number of United Rentals at
such location is (203) 622-3131.

United Rentals is the largest equipment rental company in North
America with 470 branch locations in 40 states, Canada and Mexico. United
Rentals offers to rent over 600 different types of equipment on a daily,
weekly or monthly basis and serves customers that includes construction
industry participants, industrial companies and homeowners. United Rentals
also sells used rental equipment, acts as a dealer for many types of new
equipment, and sells related merchandise and parts. In the past year,
United Rentals has served over 900,000 customers.

United Rentals has one of the most comprehensive and newest
customer rental fleets in the industry. The types of rental equipment that
United Rentals offers include a broad range of light to heavy construction
and industrial equipment, such as backhoes, aerial lifts, skid-steer
loaders, forklifts, compressors, pumps and generators, as well as a variety
of smaller tools and equipment. United Rentals' equipment fleet has an
original purchase price of approximately $2.2 billion and a weighted
average age of approximately 26 months.

United Rentals began operations in October 1997 and has grown
through a combination of internal growth and the acquisition of 101
companies (through March 3, 1999). United Rentals acquisitions include its
merger with U.S. Rentals Inc., a California corporation, in September 1998.
At the time of such merger, U.S. Rentals was the second largest equipment
rental company in the United States based on 1997 rental revenues.

United Rentals is subject to the informational filing requirements
of the Exchange Act and, in accordance therewith, is obligated to file
reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters.
Information as of particular dates concerning United Rentals' directors and
officers, their remuneration, options granted to them, the principal
holders of United Rentals' securities and any material interests of such
persons in transactions with United Rentals is required to be disclosed in
proxy statements distributed to United Rentals' stockholders and filed with
the Commission. Such reports, proxy statements and other information should
be available for inspection at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center,
Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago, IL 60661. Copies of such information should be obtainable by mail,
upon payment of the Commission's customary charges, by writing to the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a website at http://www.sec.gov that
contains reports, proxy statements and other information filed
electronically by United Rentals. United Rentals' common stock is listed on
the NYSE, and reports, proxy statements and other information concerning
United Rentals should also be available at the offices of the NYSE located
at 20 Broad Street, New York, NY 10005.

SOLICITATION OF CONSENTS

Consents will be solicited by mail, telephone, telecopier,
telegraph, internet, newspaper and other publications of general
distribution and in person. Directors, officers and certain employees of
United Rentals and the other participants listed on Schedule II hereto may
assist in the solicitation of consents without any additional remuneration
(except as otherwise set forth in this Consent Statement).

In addition, United Rentals has retained Georgeson to assist in the
solicitation of consents, for which Georgeson will be paid a fee of
$____________ and will be reimbursed for its reasonable out-of-pocket
expenses. United Rentals has also agreed to indemnify Georgeson against
certain liabilities and expenses, including certain liabilities and
expenses under the federal securities laws. It is anticipated that
approximately ___ persons will be employed by Georgeson to solicit
stockholders. Georgeson is also acting as Information Agent in connection
with the Offer, for which Georgeson will be paid customary compensation in
addition to reimbursement of reasonable out-of-pocket expenses.

Banks, brokers, custodians, nominees and fiduciaries will be
requested to forward solicitation materials to beneficial owners of the
Shares. United Rentals and its affiliates will reimburse banks, brokers,
custodians, nominees and fiduciaries for their reasonable expenses for
forwarding solicitation materials to the beneficial owners.

United Rentals has retained Goldman, Sachs & Co. (the "Dealer
Managers" or "Goldman Sachs") to act as the Dealer Managers in connection
with the Offer and to provide certain financial advisory services to United
Rentals in connection with its effort to acquire Rental Service. Pursuant
to its engagement letter with Goldman Sachs, United Rentals has agreed to
pay Goldman Sachs a transaction fee of $5.75 million if United Rentals or
an affiliate of United Rentals acquires at least 50% of the Shares or
Rental Service's assets (based on the book value thereof) in one or more
transactions. If United Rentals or an affiliate of United Rentals acquires
less than 50% of the Shares or Rental Service's assets (based on the book
value thereof), United Rentals will pay Goldman Sachs a mutually acceptable
transaction fee. Each such transaction fee is payable in cash upon
consummation of any such acquisition. In the event that Goldman Sachs'
services are terminated by United Rentals and, prior to March 20, 2000,
United Rentals or an affiliate thereof enters into an agreement with
respect to the acquisition of all or a majority of the Shares or Rental
Service's assets which is eventually consummated by United Rentals or an
affiliate thereof, the applicable transaction fee described above would be
payable to Goldman Sachs upon such consummation. United Rentals has also
agreed to pay to Goldman Sachs an advisory fee of $2 million payable in
cash upon commencement of the Offer and an additional advisory fee of $3
million payable in cash upon consummation of the Offer. Goldman Sachs has
agreed to credit United Rentals with approximately $1.33 million pursuant
to any investment banking transactions other than the Offer or the Proposed
United Rentals Merger that are consummated prior to April 3, 2000. United
Rentals has also agreed to reimburse Goldman Sachs for its reasonable
out-of-pocket expenses, including the reasonable fees and expenses of its
legal counsel, plus any sales, use or similar taxes (including additions to
such taxes, if any), incurred in connection with its engagement, and to
indemnify Goldman Sachs against certain liabilities and expenses in
connection with its engagement, including certain liabilities under the
federal securities laws. Out-of-pocket expenses (other than sales, use or
similar taxes) including attorneys' fees cannot exceed $75,000 without the
prior written consent of United Rentals. Such limitation does not apply to
United Rentals' obligation to indemnify Goldman Sachs in connection with
its engagement. In connection with the Offer, a subsidiary of United
Rentals (the "Borrower") has executed a commitment letter dated as of April
4, 1999 (the "Commitment Letter") with Goldman Sachs Credit Partners L.P.
("GSCP") pursuant to which GSCP will provide the Borrower with financing in
an aggregate amount up to $2 billion. GSCP has committed to provide the
financing upon the terms and subject to the conditions set forth in the
Commitment Letter, and GSCP has committed to form a syndicate of financial
institutions acceptable to the Borrower upon the terms and subject to the
conditions set forth in the Commitment Letter. In connection with the
credit facilities contemplated by the Commitment Letter (the "Facilities"),
United Rentals has agreed to pay GSCP certain commitment, underwriting,
administrative and termination fees, to reimburse GSCP for reasonable
out-of-pocket fees and expenses, whether or not the Facilities close, and
to provide certain indemnities, as is customary for commitments such as the
Facilities. In connection with the engagement of Goldman Sachs as financial
advisor, United Rentals anticipates that certain employees of Goldman Sachs
may communicate in person, by telephone or otherwise with a limited number
of institutions, brokers or other persons who are stockholders of Rental
Service for the purpose of soliciting consents; all of such employees of
Goldman Sachs are listed on Schedule II hereto, and none of such employees
own any Shares or other securities of Rental Service. Goldman Sachs will
not receive any fee for or in connection with such solicitation activities
apart from the fees which it is otherwise entitled to receive as described
above. Goldman Sachs has rendered various investment banking services and
other advisory services to United Rentals and its affiliates in the past
and is expected to continue to render such services, for which they have
received and will continue to receive customary compensation from United
Rentals and its affiliates. In the ordinary course of business, Goldman
Sachs and its affiliates may actively trade securities of Rental Service
and United Rentals for their own account or for the account of customers
and, accordingly, may at any time hold a long or short position in such
securities. Goldman Sachs has advised United Rentals that, as of the date
of this Consent Statement, Goldman Sachs does not own any Shares for its
own account. Goldman Sachs and certain of its affiliates may have voting
and dispositive power with respect to certain Shares held in asset
management, brokerage and other accounts. Goldman Sachs and such affiliates
disclaim beneficial ownership of such Shares.

The cost of the solicitation of consents to adopt the Proposals
will be borne by United Rentals. United Rentals will not seek reimbursement
of the costs of this solicitation from Rental Service. Costs related to the
Offer and the solicitation of consents to adopt the Proposals include
expenditures for attorneys, accountants, financial advisors, proxy
solicitors, public relations advisors, printing, advertising, postage,
litigation and related expenses and filing fees and, other than the payment
for Shares pursuant to the Offer, are expected to aggregate approximately
$____ million. The portion of such costs allocable solely to the
solicitation of consents to adopt the Proposals is not readily
determinable.

INFORMATION ABOUT PARTICIPANTS IN THE CONSENT SOLICITATION

The consents solicited hereby are sought by United Rentals. Under
applicable regulations of the Commission, each member of the board of
directors, certain executive officers, certain other members of management,
employees or representatives of United Rentals and the Nominees, and
certain other persons, may be deemed to be a "participant" in this
solicitation, as that term is defined in Schedule 14A under the Exchange
Act. Information about Shares held by such persons and information about
all transactions with respect to the Shares within the past two years by
each of the participants is set forth on Schedule II hereto.

Except as set forth herein or in Schedule II hereto, none of United
Rentals, the Nominees nor any of their affiliates or associates, directly
or indirectly, beneficially owns any Shares or any securities of any
subsidiary of Rental Service nor is or has been a party to any
transactions, or series of similar transactions, since January 1, 1998, nor
is there known to any of them any currently proposed transactions or series
of similar transactions, to which Rental Service or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and
in which any of them or their respective affiliates or associates had, or
will have, a direct or indirect material interest, nor has United Rentals,
the Nominees or any of the other participants, nor any of their respective
affiliates or associates, entered into any agreement or understanding with
any person respecting any future employment by Rental Service or its
affiliates or any future transactions to which Rental Service or any of its
affiliates will or may be a party. Other than as set forth in this Consent
Statement, there are no contracts, arrangements or understandings by any
Nominee, United Rentals or any of the other participants, or any of their
respective affiliates or associates, since January 1, 1998 with any person
with respect to any securities of Rental Service, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.

CONSENT PROCEDURE

Section 228 of the DGCL states that, unless otherwise provided in a
corporation's certificate of incorporation, any action required to be taken
at any annual or special meeting of stockholders, or any action that may be
taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, and
those consents are delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or an
officer or agent of the corporation having custody of the books in which
proceedings of meetings of stockholders are recorded. Rental Service's
certificate of incorporation does not prohibit stockholder action by
written consent.

Section 213(b) of the DGCL provides that if no record date has been
fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required, shall
be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by
delivery to its registered office in Delaware, its principal place of
business or an officer or agent of the corporation having custody of the
books in which proceedings of meetings of the stockholders are recorded. No
prior action is required by the Rental Service Board with respect to the
Proposals. Section 2.11 of the Rental Service Bylaws provides that any
stockholder seeking to have the stockholders of Rental Service authorize or
take action by written consent shall, by written notice to the Corporate
Secretary of Rental Service, request that the Rental Service Board fix a
record date. The Rental Service Board is required, within 10 days of the
date on which the request is received, to adopt a resolution fixing the
record date. If the Rental Service Board does not fix a record date within
10 days after the receipt of the request, the record date for the
solicitation will be the date on which the first signed consent is
delivered to Rental Service. On April ___, 1999, United Rentals requested
that the Rental Service Board fix a record date for this Consent
Solicitation. On April __, 1999, the Rental Service Board fixed April ___,
1999 as the Record Date for the solicitation made hereby.

If the Proposals are adopted pursuant to the consent procedure,
prompt notice will be given pursuant to Section 228(d) of the DGCL to
stockholders who have not executed consents.

EFFECTIVENESS AND REVOCATION OF CONSENTS

Proposals 1 and 2 will become effective when properly completed and
unrevoked consents are signed by the holders of record, as of the close of
business on the Record Date, of a majority of the Shares then outstanding
and such consents are delivered to Rental Service, provided that the
requisite consents are so delivered to Rental Service within 60 days of the
earliest dated consent delivered to Rental Service. Proposal 3 will become
effective when properly completed, and unrevoked consents are signed by the
holders of record, as of the close of business on the Record Date,
representing 662/3% of the Shares then outstanding and such consents are
delivered to Rental Service, provided that the requisite consents are so
delivered to Rental Service within 60 days of the earliest dated consent
delivered to Rental Service. None of the Proposals is subject to, or
conditioned upon, the adoption of any of the other Proposal; however,
Proposal 2 cannot be effected unless Proposal 1 is adopted.

Because Proposals 1 and 2 will become effective only if executed
consents are returned by holders of record on the Record Date of a majority
of the total number of Shares then outstanding, and Proposal 3 will become
effective only if executed consents are returned by holders of record on
the Record Date of 662/3% of the total number of Shares then outstanding,
the failure to execute and return a consent will have the same effect as
voting against the Proposals. A broker non-vote or direction to withhold
authority to vote on the BLUE consent card will also have the same effect
as a "no" vote with respect to United Rentals' solicitation.

United Rentals plans to present the results of any successful
solicitation with respect to the corporate actions proposed herein to
Rental Service as soon as possible.

An executed BLUE consent card may be revoked at any time before the
action authorized by the executed consent becomes effective by marking,
dating, signing and delivering a written revocation. A revocation may be in
any written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. The
delivery of a subsequently dated consent card which is properly completed
will constitute a revocation of any earlier consent. The revocation may be
delivered either to United Rentals in care of Georgeson & Company Inc.,
Wall Street Plaza, New York, NY 10005 or to Rental Service at 6929 East
Greenway Parkway, Suite 200, Scottsdale, AZ 85254. Although a revocation is
effective if delivered to Rental Service, United Rentals requests that
either the original or photostatic copies of all revocations of consents be
mailed or delivered to United Rentals in care of Georgeson at the address
set forth above, so that United Rentals will be aware of all revocations
and can more accurately determine if and when consents to the actions
described herein have been received from the holders of record on the
Record Date of a majority of outstanding Shares.

SPECIAL INSTRUCTIONS

If you were a record holder of Shares as of the close of business
on the Record Date, you may elect to consent to, withhold consent to or
abstain with respect to each Proposal by marking the "CONSENTS", "DOES NOT
CONSENT" or "ABSTAIN" box, as applicable, underneath each such Proposal on
the accompanying BLUE consent card and signing, dating and returning it
promptly in the enclosed postage-paid envelope.

In addition, you may withhold consent to the removal of any
individual member of Rental Service Board or to the election of any
individual Nominee by writing such person's name on the consent card.
However, Proposal 2 cannot be effected unless Proposal 1 is adopted.

If the stockholder has failed to check a box marked "CONSENTS",
"DOES NOT CONSENT" or "ABSTAIN" for one or more of the Proposals, such
stockholder will be deemed to have consented to such Proposal or Proposals,
except that such stockholder will not be deemed to have consented to the
removal of any member of the Rental Service Board or the election of any
Nominee whose name is written-in by such stockholder on the consent card.

UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE
PROPOSALS.

YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED
BLUE CONSENT CARD AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
PROMPTLY. FAILURE TO RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT
AS VOTING AGAINST THE PROPOSALS.

If your Shares are held in the name of a brokerage firm, bank
nominee or other institution, you should contact the person in charge of
your account and give instructions to have the BLUE consent card with
respect to your Shares to be signed, dated and mailed. Only that
institution can execute a BLUE consent card with respect to your Shares and
only upon receipt of specific instructions from you. United Rentals urges
you to confirm in writing your instructions to the person responsible for
your account and to provide a copy of those instructions to United Rentals
in care of Georgeson using the stamped self-addressed envelope included in
the packet so that United Rentals will be aware of all instructions given
and can attempt to ensure that such instructions are followed. Since United
Rentals must receive consents from holders of a majority of the outstanding
Shares in order for Proposals 1 and 2 to be adopted, and from holders of
662/3% of the outstanding Shares in order for Proposal 3 to be adopted, not
returning a signed consent, a broker non-vote or direction to withhold
authority to vote on the BLUE consent card will each have the same effect
as a "no" vote with respect to United Rentals' solicitation.

CERTAIN LITIGATION

On April 5, 1999, United Rentals filed a complaint against Rental
Service, the members of the Rental Service Board and NationsRent in the
Chancery Court of the State of Delaware, alleging, among other things,
breaches of fiduciary duties by the Rental Service Board in connection with
the NationsRent Merger Agreement. The complaint seeks an order, among other
things, (i) invalidating the NationsRent Option and the NationsRent
Termination Fee and (ii) compelling the Rental Service Board to approve the
Offer and the Proposed United Rentals Merger for purposes of Section 203 of
the DGCL. On April 8, 1999, the Delaware Chancery Court granted United
Rentals' motion for expedited discovery and set May 17, 1999 for a hearing
to consider plaintiffs' motion for a preliminary injunction in connection
with the foregoing.

On April 7, 1999, United Rentals also commenced litigation against
Rental Service, NationsRent and James L. Kirk, the Chairman and Chief
Executive Officer of NationsRent, in the United States District Court for
the District of Connecticut alleging, among other things, various
violations of the federal proxy and tender offer rules.

FORWARD-LOOKING STATEMENTS

This Consent Statement contains certain "forward-looking"
statements which United Rentals believes are within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of the
Exchange Act. The safe harbors intended to be created thereby are not
available to statements made in connection with a tender offer and United
Rentals is not aware of any judicial determination as to the applicability
of such safe harbors to forward-looking statements made in consent
solicitation materials when there is a simultaneous tender offer. However,
stockholders should be aware that any such forward-looking statements are
only predictions, subject to risks and uncertainties that exist in the
business environment which could render actual outcomes and results
materially different than predicted. In some cases, such forward-looking
statements may be identified by terminology such as "may," "will," "could,"
"should," "expects," "intends" or "believes" or the negative of such terms
or other comparable terminology.

OTHER INFORMATION

The information concerning Rental Service and the Proposed
NationsRent Merger contained herein has been taken from, or based upon,
publicly available documents on file with the Commission and other publicly
available information. United Rentals does not take any responsibility for
the accuracy or completeness of such information or for any failure by
Rental Service to disclose events that may have occurred and may affect the
significance or accuracy of any such information. United Rentals has not,
to date, had access to the books and records of Rental Service.

The information contained in this Consent Statement concerning the
Offer is taken from, and qualified in its entirety by reference to, the
full text of the Offer to Purchase.

UNITED RENTALS, INC.

Dated: April __, 1999

If you have any questions about giving your consent or require
assistance, please contact:

GEORGESON
& COMPANY INC.

Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064

SCHEDULE I

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF RENTAL SERVICE

According to Rental Service's Annual Report on Form 10-K for the
year ended December 31, 1998 (the "Rental Service 10-K"), as of February
26, 1999, there were outstanding 24,123,392 Shares. Pursuant to the
NationsRent Option Agreement, Rental Service granted NationsRent an option
to purchase up to 4,795,431 Shares. The information concerning Rental
Service and the Proposed NationsRent Merger contained herein has been taken
from, or based upon, publicly available documents on file with the
Commission and other publicly available information. United Rentals does
not take any responsibility for the accuracy or completeness of such
information or for any failure by Rental Service to disclose events that
may have occurred and may affect the significance or accuracy of any such
information. United Rentals has not, to date, had access to the books and
records of Rental Service.

PRINCIPAL STOCKHOLDERS OF RENTAL SERVICE

The following table sets forth certain information, which is based
on the Rental Service 10-K, regarding the beneficial ownership of Rental
Service's Common Stock outstanding as of February 28, 1999 by each person
beneficially owning 5% or more of any class of Rental Service's securities.
Except as otherwise indicated, according to the Rental Service Form 10-K,
each stockholder listed below has informed Rental Service that such
stockholder has (i) sole voting and investment power with respect to its
Shares, except to the extent that authority is shared by spouses under
applicable law, and (ii) record and beneficial ownership with respect to
its Shares.

(1) A person is deemed as of any date to have "beneficial ownership" of
any security that person has a right to acquire within 60 days
after that date. Shares which each identified stockholder has the
right to acquire within 60 days of the date of the table set forth
above are deemed to be outstanding in calculating the percentage
ownership of that stockholder, but are not deemed to be outstanding
as to any other person.

(2) Based on a Schedule 13G for the year ended December 31, 1998, which
was filed on February 8, 1999. In that Schedule 13G, Capital
Research and Management Company ("Capital Research") reported that
it beneficially owned a total of 1,600,000 Shares. Of those Shares,
it had sole investment discretion with respect to all of the Shares
and had voting authority with respect to none of the Shares. The
address of Capital Research is 333 S. Hope Street, Los Angeles,
California 90071.

(3) Based on a Schedule 13G for the year ended December 31, 1998, which
was filed on February 5, 1999. In that Schedule 13G, Pilgrim Baxter
& Associates, Ltd. ("Pilgrim Baxter") reported that it beneficially
owned a total of 1,384,000 Shares. Of those Shares, it had sole
investment discretion with respect to all of the Shares and had
voting authority with respect to 965,800 of the Shares. The address
of Pilgrim Baxter is 825 Duportail Road, Wayne, Pennsylvania 19087.

OWNERSHIP OF DIRECTORS AND MANAGEMENT OF RENTAL SERVICE

The following table sets forth certain information, which is based
on the Rental Service 10-K, regarding the beneficial ownership of Rental
Service Common Stock outstanding as of February 28, 1999 by (a) each of
Rental Service's directors and executive officers and (b) all of Rental
Service's directors and executive officers as a group. Except as otherwise
indicated, each stockholder listed below has informed Rental Service that
he has (i) sole voting and investment power with respect to such
stockholder's Shares, except to the extent that authority is shared by
spouses under applicable law, and (ii) record and beneficial ownership with
respect to such stockholder's Shares.

Beneficial Ownership
As of
Name of Beneficial Owner February 28, 1999 (1)
- --------------------------------------------------------------- -------------------------------
Shares Percent
-------------- ---------------
<S> <C> <C>
Martin R. Reid (2) (3) (4)..................................... 538,545 2.2%
Robert M. Wilson (2) (4)....................................... 24,653 *
Ronald Halchishak (2) (4)...................................... 58,340 *
David G. Ledlow (2) (4)........................................ 49,761 *
Douglas A. Waugaman (2) (4).................................... 112,469 *
John Markle (2) (4)............................................ 62,906 *
Milfred E. Howard (2) (4)...................................... 7,616 *
David B. Harrington (2) (4).................................... 8,382 *
William M. Barnum, Jr. (2) (5)................................. 455,317 1.9
James R. Buch (2) (4).......................................... 6,525 *
David P. Lanoha (2) (6)........................................ 149,855 *
Christopher A. Laurence (2) (5)................................ 7,261 *
Eric L. Mattson (2) (7)........................................ 5,625 *
Britton H. Murdoch (2) (8)..................................... 7,625 *
John M. Sullivan (2) (4)....................................... 3,125 *
All directors and executive officers as a group (15 1,498,005 6.1
individuals)...................................................
</TABLE>

- ------------------
* Beneficial ownership does not exceed 1% of the Rental Service
outstanding Common Stock.

(2) Excludes Shares issuable upon exercise of options that are not
exercisable within 60 days of the date of the table set forth
above, as follows: Mr. Reid--330,058 Shares; Mr. Wilson--118,250
Shares; Mr. Halchishak--70,750 Shares; Mr. Ledlow-70,750 Shares;
Mr. Waugaman-112,000 Shares; Mr. Markle-67,771 Shares; Mr.
Harrington--40,143 Shares; Mr. Howard--47,848 Shares; Mr.
Barnum--6,875 Shares; Mr. Buch-5,975 Shares; Mr. Lanoha-9,375
Shares; Mr. Laurence--6,875 Shares; Mr. Mattson-6,875 Shares; Mr.
Murdoch--6,875 Shares; and Mr. Sullivan--9,375 Shares.

(3) Includes Shares subject to vesting that would be repurchased by
Rental Service if they fail to vest.

(4) The address of this person is c/o Rental Service Corporation, 6929
E. Greenway Parkway, Suite 200, Scottsdale, Arizona 85254.

(5) Mr. Barnum, a director of Rental Service, is a general partner of
BBP, the general partner of Brentwood RSC Partners, which owns
417,972 Shares. Accordingly, Mr. Barnum may be deemed to be the
beneficial owner of the Shares owned by BBP and for purposes of
this table they are included. Mr. Barnum disclaims beneficial
ownership of these Shares. The address of Brentwood RSC Partners,
Mr. Barnum and Mr. Laurence is 11150 Santa Monica Boulevard, Suite
1200, Los Angeles, California 90025.

(6) The address of this person is c/o Rental Service Corporation, 11250
East 40th Avenue, Denver, Colorado 60239.

(7) The address of this person is c/o Baxter Hughes Incorporated, 3900
Essex Lane, Suite 1200, Houston, Texas 77027.

(8) The address of this person is c/o V-Span, 1100 First Avenue, Suite
400, King of Prussia, Pennsylvania 19406.

SCHEDULE II

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF UNITED RENTALS AND CERTAIN EMPLOYEES AND OTHER
REPRESENTATIVES OF UNITED RENTALS

The following table sets forth the name and title of persons who
may be deemed to be participants on behalf of United Rentals in the
solicitation of consents from the stockholders of Rental Service. Unless
otherwise indicated, the principal business address of each director,
executive officer, nominee, employee or representative is c/o United
Rentals, Inc., Four Greenwich Office Park, Greenwich, Connecticut 06830.

Directors and Executive Officers of United Rentals

Name Positions
- ----------- ---------------------
<S> <C>
Bradley S. Jacobs.................... Chairman, Chief Executive Officer and Director
Wayland R. Hicks..................... Vice Chairman, Chief Operating Officer and Director
John N. Milne........................ Vice Chairman, Chief Acquisition Officer,
Secretary and Director
William F. Berry..................... President and Director
Michael J. Nolan..................... Chief Financial Officer
Robert P. Miner...................... Vice President, Strategic Planning
John S. McKinney..................... Vice President, Finance and Director
Leon D. Black........................ Director
Richard D. Colburn................... Director
Ronald M. DeFeo...................... Director
Michael S. Gross..................... Director
Richard J. Heckmann.................. Director
Gerald Tsai, Jr...................... Director
Christian M. Weyer................... Director
</TABLE>

Directors and Executive Officers of UR Acquisition

Name Positions
- ----------- ---------------------
John N. Milne........................ President and Director
Michael J. Nolan..................... Vice President, Secretary and Director
Robert P. Miner...................... Vice President and Director
Wayland R. Hicks..................... Treasurer and Director

Certain Employees and Other Representatives of United Rentals
Who May Also Solicit Consents

Name Positions
- ----------- ---------------------

Nominees (other than directors or
executive officers of United
Rentals):

Richard N. Daniel.................... Nominee
555 Madison Ave.
17th Floor
New York, New York 10022

Stephanie R. Joseph.................. Nominee
The Directors' Network, Inc.
14 East 60th Street
Suite 208
New York, New York 10022

Raymond S. Troubh.................... Nominee
10 Rockefeller Plaza
Suite 712
New York, New York 10020

Representatives of Goldman Sachs:

Bruce J. Evans....................... Vice President - Goldman Sachs
Robert D. Lipman..................... Vice President - Goldman Sachs
Jeffrey M. Moslow.................... Managing Director - Goldman Sachs
Cody J. Smith........................ Managing Director - Goldman Sachs

Goldman, Sachs & Co.'s principal business address is 85 Broad Street,
New York, NY 10004. Goldman Sachs engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of business,
Goldman Sachs may trade the debt and equity securities of Rental Service
for its own account and the accounts of its customers, and, accordingly,
may at any time hold a long or short position in such securities. As of the
close of business on April ___, 1999, Goldman Sachs and its affiliates
owned no shares of Rental Service common stock for their own account.

Shares held by Participants

United Rentals is the beneficial holder of 100 shares of Rental
Service common stock purchased on March 30, 1999 for $16 13/16 per share.
None of the participants listed in this Schedule II own any shares of
Rental Service common stock. To the best knowledge of United Rentals, none
of the participants listed in this Schedule II has purchased or sold any
Shares within the past two years.

Certain Transactions

Pursuant to a Master Agreement, dated as of August 31, 1994, by and
between ACME Acquisition Corp., a California corporation and a predecessor
to Rental Service ("ACME"), and Wynne Systems, Inc., a California
corporation and a wholly owned indirect subsidiary of United Rentals
("Wynne"), Wynne has granted ACME a non-exclusive, non-transferable
perpetual license with respect to certain software and has agreed to
provide ACME with certain software installation and support services. In
accordance with the terms of such license, a license fee was paid upon
inception of such license and additional fees are payable based on certain
system upgrades and other factors.

Pursuant to an Asset Purchase Agreement, dated as of June 14, 1996,
U.S. Rentals, Inc., a California corporation ("U.S. Rentals") acquired
certain of the assets of ACME Rents, Inc. d/b/a Contractors Equipment
Rentals, Inc., a California corporation ("ACME Rents"). The purchase price
of the assets acquired was approximately $9 million. U.S. Rentals was
merged with a wholly owned subsidiary of United Rentals in September 1998,
and ACME Rents is a predecessor to Rental Service.

Certain related investment funds of Apollo Advisors, L.P. ("Apollo")
hold bank indebtedness of Rental Service, which Apollo has advised United
Rentals has a value of approximately $15 million. Two of United Rentals'
directors, Leon D. Black and Michael S. Gross, are principals of Apollo.
Apollo and Messrs. Black and Gross disclaim any beneficial ownership in
such indebtedness.

PRELIMINARY COPY--SUBJECT TO COMPLETION

FORM OF CONSENT CARD

BLUE
CONSENT
CARD

Unless otherwise indicated below, the undersigned, a stockholder of
record of Rental Service Corporation ("Rental Service") on April ___, 1999
(the "Record Date"), hereby consents pursuant to Section 228(a) of the
Delaware General Corporation Law, as amended, with respect to all shares of
common stock of Rental Service (the "Shares") held by the undersigned to
the taking of the following actions without a meeting of the stockholders
of Rental Service:

1. The removal of each of the following incumbent directors of Rental
Service: Martin R. Reid , Daniel P. Lanoha, William M. Barnum, Jr.,
James R. Buch, Christopher A. Laurence, Eric L. Mattson, Britton H.
Murdoch and John M. Sullivan, and any other person who is a
director of Rental Service at the time the action taken by this
written consent becomes effective.

/ / CONSENTS / / DOES NOT CONSENT / / ABSTAIN

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING
TO THE REMOVAL OF ALL THE ABOVE-NAMED DIRECTORS AND ANY
OTHER PERSON WHO IS A DIRECTOR OF RENTAL SERVICE AT THE TIME
THE ACTION TAKEN BY THIS WRITTEN CONSENT BECOMES EFFECTIVE,
CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO
THE REMOVAL OF CERTAIN OF THE ABOVE-NAMED DIRECTORS
AND/OR CERTAIN OF THE DIRECTORS NOT NAMED ABOVE WHO ARE
DIRECTORS OF RENTAL SERVICE AT THE TIME THE ACTION TAKEN BY
THIS WRITTEN CONSENT BECOMES EFFECTIVE, BUT NOT ALL OF THEM,
CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH
PERSON YOU DO NOT WISH REMOVED IN THE FOLLOWING SPACE:

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL,
THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH
PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED
TO CONSENT TO THE REMOVAL OF ANY INCUMBENT DIRECTOR WHOSE
NAME IS WRITTEN-IN THE SPACE PROVIDED ABOVE.

2. The election of the following persons as directors of Rental
Service to hold office until their successors are elected and
qualified: Bradley S. Jacobs, Richard N. Daniel, Richard J.
Heckmann, Wayland R. Hicks, Stephanie R. Joseph, John N. Milne,
Michael J. Nolan, Raymond S. Troubh and Gerald Tsai, Jr. (the
"Nominees").

/ / CONSENTS / / DOES NOT CONSENT / / ABSTAIN

INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING
TO THE ELECTION OF ALL THE ABOVE-NAMED PERSONS, CHECK THE
APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE
ELECTION OF CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT
ALL OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE
NAME OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE
FOLLOWING SPACE:

IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL,
THE UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH
PROPOSAL, EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED
TO CONSENT TO THE ELECTION OF ANY CANDIDATE WHOSE NAME IS
WRITTEN-IN THE SPACE PROVIDED ABOVE.

3. Repeal each provision of the Rental Service Bylaws or amendment
thereto adopted subsequent to January 20, 1999 and prior to the
effectiveness of any of the Proposals.

/ / CONSENTS / / DOES NOT CONSENT / / ABSTAIN

IN THE ABSENCE OF MARKING "DOES NOT CONSENT" OR "ABSTAIN" ABOVE, THE
UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.

Please sign exactly as name appears on stock certificates or on
label affixed hereto. When shares are held by joint tenants, both should
sign. In case of joint owners, EACH joint owner should sign. When signing
as attorney, executor, administrator, trustee, guardian, corporate officer,
etc., give full title as such.

DATED: __________________, 1999

_____________________________
Signature

_____________________________
Signature, if held jointly

_____________________________
Title or Authority

IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.
PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY
IN THE POSTAGE-PAID ENVELOPE ENCLOSED.