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[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
