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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 18)
RENTAL SERVICE CORPORATION
(Name of Subject Company)
RENTAL SERVICE CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
76009V102
(CUSIP Number of Class of Securities)
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Robert M. Wilson
Executive Vice President, Chief Financial Officer, Secretary and Treasurer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(480) 905-3300
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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Copies to:
Elizabeth A. Blendell, Esq. Mark D. Gerstein, Esq.
Latham & Watkins Latham & Watkins
633 West Fifth Street, Suite 4000 233 South Wacker Drive
Los Angeles, California 90071-2007 Sears Tower, Suite 5800
(213) 485-1234 Chicago, Illinois 60606-6401
(312) 876-7700
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Item 3. Identity and Background.
(b) At a meeting of the Board of Directors (the "RSC Board") of Rental
Service Corporation ("RSC") on June 12, 1999, the RSC Board awarded an aggregate
of $261,000 in one-time cash bonus payments to certain of RSC's employees,
including Messrs. Douglas A. Waugaman, Robert M. Wilson, Ronald Halchishak and
David G. Ledlow, in recognition of their contributions to RSC and efforts over
the course of the past several months in connection with the Agreement and Plan
of Merger, dated as of January 20, 1999, between RSC and NationsRent, Inc.,
which was terminated by mutual agreement of the parties on May 20, 1999, and
related matters. No single employee was awarded a bonus payment in excess of
$75,000.
Item 8. Additional Information to be Furnished.
On June 11, 1999, the United States District Court for the District of
Connecticut, in the action styled UR Acquisition Corporation and United Rentals,
Inc. v. James L. Kirk, et al., C.A. No. 399CV00625 (DJS), dismissed RSC's
counterclaims (the "Clayton Act Counterclaims") alleging violations of the
Clayton Act by United Rentals, Inc. ("United Rentals") in connection with the
solicitation by United Rentals of consents of RSC's stockholders to, among other
things, remove and replace the members of the RSC Board. The Court dismissed the
Clayton Act Counterclaims on the ground that they were moot based upon (1)
United Rentals' withdrawal of its original slate of nominees for the RSC Board,
and (2) United Rentals' assurance that it would not nominate any director,
officer or employee of United Rentals to serve on the RSC Board. The Court made
no finding on the merits of the Clayton Act Counterclaims.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 15, 1999 Rental Service Corporation
By: /s/ Robert M. Wilson
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Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
