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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. 19)
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) As previously disclosed on May 26, 1999, Rental Service Corporation
("RSC") was informed by an advisor to United Rentals, Inc. ("United Rentals")
that United Rentals would be interested in participating in any process that RSC
may conduct as a result of the review and evaluation of RSC's strategic
alternatives. Accordingly, on June 9, 1999, RSC provided United Rentals with a
form of confidentiality/standstill agreement. Since June 11, 1999, advisors
representing RSC and United Rentals have been negotiating the terms of a
confidentiality/standstill agreement. RSC and United Rentals have not agreed
to a confidentiality/standstill agreement. No assurance can be given that an
agreement will be reached.
Item 7. Certain Negotiations and Transactions by the Subject Company.
(a) RSC has entered into confidentiality/standstill agreements pursuant to
which RSC has provided and will provide parties with access to RSC's senior
management and confidential business information. RSC has received preliminary
communications from third parties expressing interest in making an investment in
RSC or acquiring RSC at a price per share in excess of that being offered by
United Rentals. In light of these developments, the process being conducted by
RSC is expected to result in continued discussions, additional expressions of
interest and negotiations with one or more third parties; could at any time
result in RSC requesting and receiving formal proposals from one or more third
parties to engage in a strategic transaction with RSC; could result in an
agreement for a strategic transaction between RSC and a third party; could
result in an auction of RSC involving multiple parties that have communicated
expressions of interest in RSC; could result in a recapitalization or an
investment in RSC by a third party; or could result in RSC remaining an
independent public company. No assurance can be given as to the outcome of the
pursuit of any of these alternatives or that any discussions or negotiations
with one or more third parties which may be entered into will result in a
request for or submission of any proposal regarding or an investment in or a
strategic transaction with RSC or will result in an auction of RSC or that any
such proposal, if made, by one or more third parties will result in an agreement
regarding an investment in or a strategic transaction with RSC.
In connection with the foregoing, the Board of Directors of RSC (the "RSC
Board") has determined and affirmed that disclosure of the possible terms of any
transactions or proposals which may result from the process prior to an
agreement in principle with respect thereto would jeopardize the initiation or
continuation of negotiations with respect to such transactions or proposals and,
accordingly, has instructed RSC's management not to disclose such possible
terms, or the parties thereto, until such agreement has been reached or as may
otherwise be required by law.
Item 8. Additional Information to be Furnished.
On June 17, 1999, the United States District Court for the District of
Connecticut dismissed the remaining counterclaims of RSC in the action styled UR
Acquisition Corporation and United Rentals, Inc. v. James L. Kirk, et al., C.A.
No. 399CV00625 (DJS).
On June 17, 1999, United Rentals, representing itself as the beneficial
owner of 100 shares of RSC's common stock, submitted a letter to RSC purporting
to nominate the following nine individuals for election to the RSC Board at the
annual meeting of RSC's stockholders scheduled to be held on August 27, 1999:
William E. Aaron, David A. Bronner, Richard N. Daniel, Peter Gold, Stephanie R.
Joseph, David C. Katz, Elliot H. Levine, Jeffrey M. Parker and Raymond S.
Troubh. United Rentals further stated in its letter that if the number of
directors on the RSC Board continues to be fixed at eight (or fewer) directors,
those of its nine nominees who receive the greatest number of votes shall fill
all available seats on the RSC Board.
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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 21, 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
