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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. 2)
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 1. Security and Subject Company.
On April 19, 1999, United Rentals, Inc. and UR Acquisition Corporation
amended their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"),
originally filed with the Securities and Exchange Commission on April 5, 1999,
to provide that all references to the term "Shares" in the Schedule 14D-1 shall
include the associated preferred share purchase rights issuable to holders of
shares of common stock, par value $.01 per share, of Rental Service Corporation
("RSC") pursuant to the Rights Agreement, dated as of April 16, 1999, between
RSC and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
Item 8. Additional Information to be Furnished.
On April 19, 1999, RSC distributed to its Senior Vice Presidents and its
Region, District and General Managers an information packet including (1) a list
of employee-related questions relating to recent developments at RSC, and (2) a
memorandum of "talking points" for discussion with RSC's employees and
customers. Copies of the documents referred to in the preceding sentence are
filed as Exhibits 38 and 39 hereto and are incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
38 List of Employee-Related Questions.
39 Letter from Robert M. Wilson and Douglas A. Waugaman to Senior, Region,
District and General Managers, together with "Talking Points" Memorandum
for discussion with Employees and Customers.
1
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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: April 20, 1999 Rental Service Corporation
/s/ Robert M. Wilson
By: _________________________________
Name: Robert M. Wilson
Title:Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
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Exhibit 38
Employee-Related Questions
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Q: What should I be doing during this difficult period?
A: The greatest single contribution you can make is to resist the distractions
of this period and continue to focus all of your energies, day in and day
out, on doing your job as well as you can.
The current interest in RSC is a compliment to your hard work and the value
we have created together. Rest assured that the Board, with the assistance
of experienced financial and legal advisors, is taking all appropriate
action in response to United Rentals' tender offer.
You should realize that we have legal limitations on what we can say and
when. However, we will do everything we can to keep you informed of
developments.
Q: What happens to the NRI merger?
A: United Rentals' tender offer does not change the terms of the NRI merger
agreement. The Board continues to believe that the NRI merger represents
an attractive transaction for RSC's stockholders.
Q: What exactly has United Rentals done?
A: United has taken a number of actions towards RSC, including:
. United has made an unsolicited tender offer to our stockholders to buy
our stock for $22.75 a share as outlined in the tender offer United
filed with the Securities and Exchange Commission ("SEC") on April 5th.
. United filed documents with the SEC to solicit the consent of our
stockholders to remove our current Board of Directors and replace them
with United's director nominees.
. United has filed lawsuits against RSC and its directors.
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Q: Will our earnings affect the United tender offer?
A: We can't be sure what factors might affect the United tender offer.
Q: Why did the RSC Board of Directors recommend that our shareholders reject
United's tender offer?
A: Among the reasons listed in our Schedule 14D-9, the RSC Board determined
that United's tender offer was inadequate from a financial point of view
and contained numerous and significant conditions, certain of which cannot
be satisfied by RSC or United alone.
Q: Why is United trying to buy us now?
A: We think United is trying to take unfair advantage of the recent decline in
RSC's stock price.
Q: A press release said URI wanted to replace our Board of Directors. Can they
do that?
A: Under Delaware law and our certificate of incorporation, our stockholders
have the right to elect and/or remove board members.
Q: What should we tell customers?
A: We are committed to meeting their needs and will continue to provide the
best quality service they have come to expect from RSC that is second to
none.
Q: What if someone calls or asks me questions or my opinion about the United
tender offer?
A: Please DO NOT respond to these inquiries and refer all questions to Rob
Wilson. We are engaged in litigation and appear to be headed for a contest
for removal/election of directors. Tender offers and proxy solicitations
are governed by very strict rules regarding disclosure. Accordingly, it is
essential that no one other than RSC's appointed spokespersons be making
public statements or statements that might in any way be attributed to RSC.
Even if you think you know the answer to a question or you have strong
opinions, it is important to refer all inquiries to Rob.
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Q: How should we handle the day-to-day business?
A: Just as you always have -- as always, it's very important that we all
perform to our highest capacity.
Q: What can we, the employees, do to help RSC?
A: Stay focused on your jobs and the customers. Try not to be overly
concerned. We will keep you informed as best we can.
Q: Where is Marty?
A: He is on medical leave for his heart condition. While we all miss him,
we're sure you join us in hoping he focuses completely on getting better--
and that he doesn't need to worry about us.
Q: We keep hearing "business as usual" - but how can it be business as usual
when we don't even know what our name is going to be?
A: Change is everywhere these days. We've always dealt well with change in the
past and turned it into an opportunity, so let's focus on our business and
continue to be the best rental company in the business!!
THIS LETTER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES WITH RESPECT TO THE
PROPOSED MERGER OF RENTAL SERVICE CORPORATION AND NATIONSRENT, INC. OR A
SOLICITATION TO REVOKE CONSENTS IN CONNECTION WITH THE CONSENT SOLICITATION OF
UNITED RENTALS. ANY SUCH SOLICITATION BY RENTAL SERVICE CORPORATION WILL BE
MADE ONLY BY MEANS OF SEPARATE PROXY OR CONSENT SOLICITATION MATERIALS COMPLYING
WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
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Exhibit 39
To: All Senior, Region, District and General Managers
From: Rob Wilson
Doug Waugaman
Date: April 19, 1999
Subj: Merger Related Communications
With all the news surrounding RSC, you and your direct charges no doubt have
lots of questions. It's important that you be able to communicate with your
people and your customers about what's going on so that they don't become overly
concerned. You should understand that all aspects regarding NationsRent merger,
the United Rentals tender offer and United Rentals' consent solicitation are
being handled by the Board, senior management and a large group of highly
experienced outside advisors.
Everyone in the company--and even the company's board members--are greatly
limited in what they can say because of the complex rules that govern tender
offers and consent solicitations.
To help you communicate with your employees and customers, attached are some
talking points to give you some guidance about what you can say. We have
already given you a sample letter you can send to key customers over your
signature.
You have a vital role to play in insuring that business stays on track and
people stay focused on the job at hand. We will make every effort to keep you
as informed as we can.
If you have any questions or issues we can help you with, please call Kim
Edwards at 602-905-3346. If you receive any calls from the media, please don't
comment and simply forward the message to Rob Wilson at corporate headquarters.
THIS LETTER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES WITH RESPECT TO THE
PROPOSED MERGER OF RENTAL SERVICE CORPORATION AND NATIONSRENT, INC. OR A
SOLICITATION TO REVOKE CONSENTS IN CONNECTION WITH THE CONSENT SOLICITATION OF
UNITED RENTALS. ANY SUCH SOLICITATION BY RENTAL SERVICE CORPORATION WILL BE
MADE ONLY BY MEANS OF SEPARATE PROXY OR CONSENT SOLICITATION MATERIALS COMPLYING
WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
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Talking Points for Discussions with Employees
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These are busy times for RSC.
By now you've probably read our press release in which the Board urges
stockholders to reject United Rentals' unsolicited offer because, among other
reasons, it's inadequate and highly conditional. And quite simply, the Board
believes the value we have all worked to create should go to our stockholders,
not someone else's.
While this whole process is confusing--and maybe a little bit scary--keep in
mind that the Board and senior management, supported by experienced outside
experts, are actively working on lots of complicated issues for a simple
purpose: to serve the best interests of the company and its stockholders.
Marty Reid Leave of Absence
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Unfortunately, we must face this challenge, at least for the time being, without
Marty Reid.
Marty has had a heart condition that he needs to take care of. We would all
love to see him return to the company as soon as he's better. We look forward
to that day. But until then, we wish him a speedy recovery.
New Management Announcements
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The company has established an Executive Committee of the Board of Directors to
work with our executive management team on a daily basis. The Executive
Committee is composed of directors Jack Sullivan and Britton Murdoch.
Some of you may know Jack and Britton, and we are very glad to have them
available to give us their guidance and supervision.
Promotion of Doug Waugaman
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To further strengthen our leadership, we also announced in the press release
that Doug Waugaman has been promoted to the newly created position of Chief
Operating Officer.
Doug already has a tremendous track record here at RSC, and everyone on the
Board is confident in his abilities to add to his current responsibilities.
As you may know, Doug was in charge of our company's highly successful expansion
efforts in the Midwest over the past two years, and since November has also been
in charge of the Western region as well.
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Both Doug and Rob will report directly to the Executive Committee.
Strong Earnings
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On the same day the board recommended that stockholders reject the United tender
offer, we announced excellent first quarter earnings, which were another record
achievement.
Employees Need to Stay Focused on the Job
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You may ask what you can do to help. The answer is a lot. You can make a
tremendous contribution by staying focused on the day-to-day business and on
doing a good job every day.
You are critical to our continued success. What you do is where the rubber
meets the road, and that is why you have to remember that your job is to keep
your eye on the ball and stay focused on your task. That's the most important
thing you can do for the company, and the most important thing you can do for
yourselves and your fellow workers.
Where do we go from here
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You also may be wondering, what are the next steps?
We still have a merger agreement with NationsRent. The United Rentals' tender
offer does not change the terms of that agreement.
I know that you have been instructed previously about not talking to reporters,
or to any other outsiders about the company or its reaction to its current
situation. Refer any inquiries to Rob Wilson.
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Talking Points for Discussions with Customers
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These are busy times for RSC.
You may have heard that United Rentals made a tender offer for our stock that
our Board has recommended stockholders reject because, among other reasons, the
price is inadequate and the offer has significant conditions, certain of which
cannot be satisfied by RSC or United Rentals alone.
The most important thing for you to know is that our board and senior management
are dealing with these issues, and they don't affect our ability to meet your
needs. It really should be "business as usual" for our customers.
Marty Reid Leave of Absence
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Unfortunately, we must operate, at least for the time being, without Marty Reid.
Marty has a heart condition that he needs to take care of. We would all love to
see him return to the company as soon as he's better. But until then, we wish
him a speedy recovery.
New Management Announcements
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Our board has established an Executive Committee to work with our executive
management team on a daily basis.
The Executive Committee is led by directors Jack Sullivan and Britton Murdoch.
Promotion of Doug Waugaman
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To add further strength to our senior management team, we also promoted Doug
Waugaman to the newly created position of Chief Operating Officer.
Doug already has a great track record at RSC, and everyone on the Board is very
confident in his abilities to add to his current responsibilities.
Doug was in charge of our company's highly successful expansion efforts in the
Midwest over the past two years, and since November has also been in charge of
the Western region as well.
Both Doug and Rob Wilson, our EVP and CFO, will report directly to the Executive
Committee.
We think this is a great team that knows what they're doing.
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Strong Earnings
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On the same day the board rejected the United offer we announced excellent first
quarter earnings, which were another record achievement.
The company is in fine shape. Our future is bright, and we look forward to
continuing to serve all your rental equipment needs.
THIS LETTER DOES NOT CONSTITUTE A SOLICITATION OF PROXIES WITH RESPECT TO THE
PROPOSED MERGER OF RENTAL SERVICE CORPORATION AND NATIONSRENT, INC. OR A
SOLICITATION TO REVOKE CONSENTS IN CONNECTION WITH THE CONSENT SOLICITATION OF
UNITED RENTALS. ANY SUCH SOLICITATION BY RENTAL SERVICE CORPORATION WILL BE
MADE ONLY BY MEANS OF SEPARATE PROXY OR CONSENT SOLICITATION MATERIALS COMPLYING
WITH THE REQUIREMENTS OF SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
