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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 27, 1999 (May 20, 1999)
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Rental Service Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-21237 33-0569350
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
6929 East Greenway Parkway, Suite 200, Scottsdale, Arizona 85254
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (480) 905-3300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
On May 20, 1999, Rental Service Corporation, a Delaware corporation
("RSC"), and NationsRent, Inc., a Delaware corporation ("NationsRent"), executed
a Termination and Release Agreement (the "Termination Agreement") pursuant to
which, among other things, RSC and NationsRent mutually terminated the Agreement
and Plan of Merger, dated as of January 20, 1999, between RSC and NationsRent
(the "Merger Agreement") and abandoned the stock-for-stock merger of RSC and
NationsRent contemplated thereby.
In connection with the termination of the Merger Agreement and pursuant to
the Termination Agreement, RSC deposited $6 million in escrow on May 20, 1999
for the benefit of NationsRent solely as reimbursement for certain out-of-pocket
costs and expenses incurred by NationsRent in connection with or relating to the
Merger Agreement and the Termination Agreement and the performance of
NationsRent's obligations thereunder through the date of the Termination
Agreement, including, without limitation, fees and expenses of financial, legal
and accounting advisors.
In addition, pursuant to the Termination Agreement, RSC and NationsRent
agreed to mutually release and discharge each other (and their respective
directors, officers, advisors, employees, agents and certain other
representatives and affiliates thereof) from all claims, suits or actions
relating to or arising out of the Merger Agreement or the agreements ancillary
thereto or the transactions contemplated thereby. The mutual release and
discharge does not apply to claims, suits or actions arising out of (1) an
undertaking or promise set forth in the Termination Agreement or (2) a breach of
the obligations of RSC and NationsRent set forth in the confidentiality
agreement between RSC and NationsRent dated January 12, 1999 (the
"Confidentiality Agreement") pursuant to which RSC and NationsRent agreed to
treat as confidential certain business, financial and other information
exchanged by the parties. Moreover, NationsRent agreed, promptly after receipt
of the $6 million amount, to dismiss with prejudice its complaint filed on April
30, 1999 in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida and captioned NationsRent, Inc. v. United Rentals, Inc., UR
Acquisition Corporation, Bradley S. Jacobs, John N. Milne and Goldman Sachs &
Co., Case No. 99-07422.
On May 20, 1999, RSC and NationsRent separately entered into a Stock
Option Termination Agreement (the "Stock Option Termination Agreement") pursuant
to which RSC and NationsRent mutually terminated and canceled, solely in
consideration of their mutual covenants to so terminate and cancel, the
reciprocal Stock Option Agreements, dated as of January 20, 1999 (the "Stock
Option Agreements"), and the associated stock options, granted by each of RSC
and NationsRent in favor of the other party. In connection with the execution of
the Stock Option Termination Agreement, each of RSC and NationsRent acknowledged
that the options granted under the Stock Option Agreements had not become
exercisable prior to the termination of the Stock Option Agreements.
RSC and NationsRent also executed an amendment to the Confidentiality
Agreement on May 20, 1999 (the "Confidentiality Agreement Amendment") pursuant
to which NationsRent agreed that for a period of nine months NationsRent will
not participate in any sale, merger, acquisition or reorganization involving
RSC, subject to termination of such restrictions in certain circumstances. In
addition, the Confidentiality Agreement Amendment provides, among other things,
for the return and/or destruction of certain confidential information furnished
by RSC and NationsRent to each other pursuant to the Confidentiality Agreement
and includes restrictions on RSC and NationsRent, respectively, publishing
injurious statements about the other party.
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The foregoing descriptions of the Termination Agreement, the Stock Option
Termination Agreement and the Confidentiality Agreement Amendment are qualified
in their entirety by reference to the texts of such documents, copies of which
are filed as Exhibits 99.1, 99.2 and 99.3, respectively, hereto and are
incorporated by reference herein.
In connection with the termination of the Merger Agreement, a notice
terminating the commitment letter for a $1.5 billion credit facility among RSC,
NationsRent and various lending institutions was delivered to each of the
lending institutions party to the commitment letter on May 20, 1999. As a
result of the termination of the commitment letter, the obligation of the
lenders to fund the credit facility contemplated thereby and the obligation of
RSC and NationsRent to pay periodic fees due under the commitment letter prior
to such funding ceased as of the date of such notice.
A copy of the press release issued by RSC regarding the termination of the
Merger Agreement is filed as Exhibit 99.4 hereto and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
99.1 Termination and Release Agreement dated May 20, 1999
between Rental Service Corporation and NationsRent, Inc.*
99.2 Stock Option Termination Agreement dated May 20, 1999
between Rental Service Corporation and NationsRent, Inc.*
99.3 Letter from NationsRent, Inc. to Rental Service Corporation
dated May 20, 1999.*
99.4 Press Release issued by Rental Service Corporation dated
May 20, 1999.*
</TABLE>
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* Filed as an Exhibit to Amendment No. 10 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed May 21, 1999, and incorporated by reference
herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENTAL SERVICE CORPORATION
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(Registrant)
Date: May 27, 1999 By: /s/ Robert M. Wilson
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Robert M. Wilson
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
99.1 Termination and Release Agreement dated May 20, 1999 between
Rental Service Corporation and NationsRent, Inc.*
99.2 Stock Option Termination Agreement dated May 20, 1999 between
Rental Service Corporation and NationsRent, Inc.*
99.3 Letter from NationsRent, Inc. to Rental Service Corporation
dated May 20, 1999.*
99.4 Press Release issued by Rental Service Corporation dated May
20, 1999.*
</TABLE>
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* Filed as an Exhibit to Amendment No. 10 to the Solicitation/Recommendation
Statement on Schedule 14D-9 filed May 21, 1999, and incorporated by reference
herein.
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