<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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)
----------------
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)
----------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Item 8. Additional Information to be Furnished.
On April 16, 1999, in connection with the announcement of Rental Service
Corporation's first quarter earnings, a conference call was held among certain
directors and officers of Rental Service Corporation and various investors,
market analysts and other members of the financial community. A portion of the
transcript for the conference call is filed as Exhibit 37 hereto and is
incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
37 Portion of Transcript for Conference Call on April 16, 1999.
1
<PAGE>
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: April 16, 1999 Rental Service Corporation
/s/ Robert M. Wilson
By: _________________________________
Name: Robert M. Wilson
Title:Executive Vice President, Chief
Financial Officer, Secretary
and
Treasurer
<PAGE>
Exhibit 37
Portion of Transcript for Conference Call
April 16, 1999
[REMARKS OF JOHN M. SULLIVAN, CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD
OF DIRECTORS]
At this point, I also want to discuss briefly the Board's response to the United
Rental offer, which we also announced this morning, along with the filing of our
14D-9 with the SEC.
In a word, together with our financial advisors, the Board was unanimous in
finding the United offer to be inadequate from a financial point of view.
For example, as we discuss in our press release, and elaborate in our filing,
there are numerous measurements by which we determined our conclusion. First,
multiples paid in recent comparable acquisitions have been considerably higher
than the multiples implied by United Rentals' offer.
Similarly, comparable multiples of other publicly traded companies in our
industry are higher than RSC's, including that of United itself.
Furthermore, our own internal projections, as outlined in the 14D-9, show a
much higher growth rate than current analyst estimates, which would also warrant
a higher valuation for our shares.
As a result of all this, we have recommended to shareholders not to tender their
shares.
In fact, we believe that United's offer is timed to take advantage of the recent
decline in our share price. We do not believe this level represents the true
inherent
<PAGE>
value of the company, much less a true acquisition premium. It is simply not in
our shareholders' interests to tender into such an inadequate offer.
A full account of the Board's position with respect to United Rentals' tender
offer is contained in our shareholder letter and 14D-9, which we are filing
today. Since we cannot comment on the United Rentals offer beyond what is
contained in that document, I'd like to focus this call on its intended
purpose, which is to discuss our strong results for the quarter and our
excellent future prospects.
