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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. 15)
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 8. Additional Information to be Furnished.
A copy of a letter sent by Rental Service Corporation ("RSC") to its
stockholders on June 10, 1999 is filed as Exhibit 61 hereto and is incorporated
by reference herein. A copy of an insert distributed on June 10, 1999 to
brokers, dealers and other nominees, for forwarding to RSC's stockholders who
hold shares of RSC's common stock through such brokers, dealers or other
nominees, is filed as Exhibit 62 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
61 Letter to stockholders from John M. Sullivan on behalf of the Board of
Directors of Rental Service Corporation dated June 10, 1999.
62 Insert to be distributed by Rental Service Corporation to Brokers,
Dealers and Other Nominees.
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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 10, 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
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EXHIBIT 61
[RENTAL SERVICE CORPORATION LOGO]
June 10, 1999
To Our Stockholders:
On June 8, 1999, your Board of Directors met to consider the strategic
alternatives available to RSC, following our decision to terminate our merger
agreement with NationsRent, Inc.
After receiving and evaluating a joint presentation from its financial
advisors, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley
& Co. Incorporated, your Board took the following important actions:
. The Board confirmed its previous determination that the tender offer
from United Rentals at $22.75 per share is inadequate and not in the
best interests of RSC or its stockholders. The Board also decided to
continue to urge you to reject United Rentals' inadequate tender offer
and not to deliver consents to United Rentals with respect to its
solicitation of consents to remove and replace your directors.
. The Board determined that RSC's senior management and its legal and
financial advisors should further explore RSC's strategic alternatives,
which could result in a strategic transaction involving RSC and a third
party, an auction of RSC involving multiple parties, a recapitalization
or a third party making an investment in RSC, or RSC remaining an
independent company.
. The Board authorized its financial and legal advisors to provide
confidential business and financial information and access to RSC's
senior management to third parties who enter into appropriate
confidentiality/standstill agreements.
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By withholding your consent to United Rentals' solicitation, you will
ensure that your Board has the time to evaluate RSC's strategic alternatives,
decide which alternative is in the best interests of RSC's stockholders and
implement that decision. We ask your support to maintain in office directors who
intend to act independently of United Rentals and conduct this important process
in a comprehensive and expeditious manner.
Remember, the slate proposed by United Rentals consists of its hand-picked
nominees, and its solicitation is designed to expedite the prompt consummation
of United Rentals' tender offer at $22.75 per share--a price that we believe
would let United Rentals' stockholders capture the value of RSC that rightfully
belongs to you.
Accompanying this letter is RSC's Consent Revocation Statement, which
discusses our position in detail. Please read it carefully. Also, please sign,
date and send in the WHITE consent revocation card that accompanies this
statement.
We urge you not to sign any blue consent card that is sent to you by United
Rentals. If you previously signed a blue card, you may revoke it by signing,
dating and mailing the enclosed WHITE revocation card.
If you have any questions or need any assistance in withdrawing your shares
from the United Rentals tender offer or revoking your consent, please contact
MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or at (212) 929-5500
(collect).
We will continue to keep you informed regarding your investment in RSC and
regarding our efforts to pursue actions that are in your best interests.
Your Board of Directors thanks you for your continued support.
On behalf of the Board of Directors
Sincerely,
/s/ John M. Sullivan
John M. Sullivan
Chairman of the Executive Committee
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EXHIBIT 62
[RENTAL SERVICE CORPORATION LOGO]
IMPORTANT SHAREHOLDER COMMUNICATION
The enclosed Consent Revocation materials are being sent to you on behalf
of Rental Service Corporation.
Rental Service Corporation asks that you please take the time today to show
your support for the Board by executing the enclosed WHITE revocation card. We
encourage you to execute a WHITE revocation card even if you have not previously
voted or given your consent.
Remember: You may not vote to revoke your consent by phone since this is a
proxy contest. Please sign, date and mail the enclosed WHITE revocation card
today.
YOUR VOTE IS IMPORTANT!
If you have any questions, please call MacKenzie Partners, Inc. who is
assisting Rental Service Corporation in this matter.
[MACKENZIE PARTNERS, INC. LOGO]
156 Fifth Avenue
New York, New York 10010
You may call 800-322-2885 (toll-free) or 212-929-5500 (collect)
