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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. 13)
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.
On May 28, 1999, certain Rental Service Corporation ("RSC") employees
received an electronic transmission relating to recent developments at RSC. On
June 4, 1999, RSC disseminated an electronic transmission to these employees
supplementing and clarifying the May 28, 1999 transmission. The texts of each of
these transmissions are filed as Exhibits 55 and 56, respectively, hereto and
are incorporated by reference herein.
On June 4, 1999, certain RSC employees received an electronic transmission
relating to recent developments at RSC, the text of which is filed as Exhibit 57
hereto and is incorporated by reference herein.
In addition, on June 4, 1999, RSC disseminated to its Senior Vice
Presidents and its Region, District and General Managers an electronic
transmission of "talking points" relating to recent developments at RSC for
discussion with RSC's employees and customers. The text of the transmission is
filed as Exhibit 58 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
55 Text of electronic transmission to Rental Service Corporation employees
disseminated on May 28, 1999.
56 Text of electronic transmission to Rental Service Corporation employees
disseminated on June 4, 1999.
57 Text of electronic transmission to Rental Service Corporation employees
disseminated on June 4, 1999.
58 Text of electronic transmission to Rental Service Corporation Senior,
Region, District and General Managers, containing "Talking Points" Memorandum
for discussion with Employees and Customers, disseminated on June 4, 1999.
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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 4, 1999 Rental Service Corporation
By: /s/ Robert M. Wilson
---------------------------------
Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
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EXHIBIT 55
[TEXT OF MAY 28, 1999 ELECTRONIC TRANSMISSION]
Just a quick explanation of the news........
You have undoubtedly seen the press release that URI now has 3.6 million RSC
shares in their tender offer. If you recall, they had 5.2 million shares
tendered as of April 30. In other words, stockholders representing 1.6 million
shares actually withdrew their tender.
URI also extended the tender offer to June 18. We had anticipated this
extension. The tender can be extended to July 3.
Remember that URI has not paid for these shares yet and therefore does not own
them. By tendering, the stockholder is simply indicating a desire to sell at the
tender price. The stockholder may withdraw at any time prior to closing of the
tender offer.
Please also remember that the best thing we can all do now is keep our focus on
our customers and make the budget! The best defense is still a good offense.
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EXHIBIT 56
[TEXT OF JUNE 4, 1999 ELECTRONIC TRANSMISSION]
You may have received the email sent to you on May 28, 1999. A few matters in
that email require some clarification.
Keep in mind that, according to URI's consent solicitation materials, until the
conditions to the tender offer are satisfied or waived, URI will not purchase
any shares pursuant to the tender offer. URI also has the right to extend the
offer -- as it has twice thus far. The offer can be extended indefinitely, but,
according to URI's tender offer materials, shares can be withdrawn pursuant to
the procedures in its offer to purchase at any time prior to the expiration of
the offer and, unless before the expiration of the offer are accepted for
payment and paid for by URI pursuant to the offer, at any time after June 4,
1999.
Stockholders that tender, however, and do not properly withdraw their shares are
more than "indicating a desire to sell at the tender price" -- they are offering
their shares at the tender offer price, subject to the satisfaction or waiver of
the conditions to the tender offer at the consummation of the offer.
Stockholders that tender, however, and do not properly withdraw their shares are
more than "indicating a desire to sell at the tender price" --they are offering
their shares at the tender offer price, subject to the satisfaction or
waiver of the conditions to the tender offer at the consummation of the offer.
Again, please continue to stay focused on the job and our customers.
Certain Information Concerning Participants
Rental Service Corporation ("RSC") and certain other persons named below may be
deemed to be "participants" in the solicitation of revocations of consents in
response to the consent solicitation by United Rentals, Inc. ("United Rentals").
The participants in this solicitation may include the directors of RSC (Martin
R. Reid (Chairman of the Board and Chief Executive Officer), William M. Barnum,
Jr., James R. Buch, David P. Lanoha, Christopher A. Laurence, Eric L. Mattson,
Britton H. Murdoch and John M. Sullivan); and the following executive officer:
Robert M. Wilson (Executive Vice President, Chief Financial Officer, Secretary
and Treasurer). As of May 31, 1999, Martin R. Reid beneficially owned 538,545
shares, or 2.2%, of RSC's common stock, and William M. Barnum, Jr. beneficially
owned 455,317 shares, or 1.8%, of RSC's common stock. None of the other
foregoing participants individually or in the aggregate beneficially owns in
excess of 1% of RSC's common stock.
Pursuant to the terms of separate engagement letters, each effective as of April
5, 1999, RSC retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") as
its financial advisors with respect to United Rentals' offer to purchase RSC's
common stock, for which Merrill Lynch and Morgan Stanley may receive substantial
fees. Pursuant to the engagements of Merrill Lynch and Morgan Stanley, RSC has
also agreed to reimburse each of Merrill Lynch and Morgan Stanley, respectively,
for certain reasonable out-of-pocket expenses (including the reasonable fees and
disbursements of legal counsel) and to indemnify each of Merrill Lynch and
Morgan Stanley and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements.
Merrill Lynch and Morgan Stanley are investment banking firms that provide a
full range of financial services for institutional and individual clients.
Although neither Merrill Lynch nor Morgan Stanley admit that they or any of
their respective directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning Merrill Lynch and Morgan Stanley,
each of Merrill Lynch and Morgan Stanley may assist RSC in such a solicitation.
In the normal course of business, each of Merrill Lynch and Morgan Stanley may
trade securities of RSC for its own account and the account of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of June 1, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of June 1, 1999, Morgan Stanley held a net
short position of 17,100 shares of RSC's common stock. In connection with its
role as financial advisors to RSC, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of RSC: Paul A. Stefanick, James H. Caldwell and Jack C.
MacDonald. In connection with its role as financial advisors to RSC, Morgan
Stanley and the following investment banking employees of Morgan Stanley may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of RSC: R. Bradford
Evans, Paul J. Taubman, Glenn R. Robson, Neil B. Morganbesser and Pietro
Cinquegrana.
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EXHIBIT 57
[TEXT OF JUNE 4, 1999 ELECTRONIC TRANSMISSION]
As many of you already are aware, on May 21, 1999, RSC announced the termination
of our merger agreement with NationsRent. We want to commend and thank each of
you on your efforts to make the RSC/NationsRent merger a reality, but, in the
end, both parties mutually decided to make a clean break and go our separate
ways.
The termination of the NationsRent merger agreement, however, has not affected
United Rentals' tender offer, which is still pending, or its ongoing
solicitation of RSC's shareholders to remove RSC's Board of Directors. The
termination of the NationsRent merger also did not affect the Board's
recommendation with respect to the tender offer -- the Board is presently
maintaining its recommendation that RSC's shareholders reject the United
Rentals' offer.
RSC has also announced that its Board of Directors has directed RSC's financial
advisors -- Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated -- to conduct a review of the strategic alternatives
available to RSC, including RSC remaining as an independent company, and to
present the results of their review to the Board. The Board, in turn, intends to
carefully evaluate the results of this review, decide what action is in the best
interests of RSC's shareholders and implement that decision. This process is
currently underway.
We continue to be proud of the hard work and dedication of all our employees
during this difficult and confusing time. We ask you to be patient and to
continue to focus on performing your job to the best of your abilities and on
pursuing the goals of our business -- not the least of which is providing
quality service to our customers.
You should know that RSC's management, its Board of Directors and a group of
highly experienced outside advisors are and will continue to handle these recent
developments appropriately and will continue to keep you informed of important
developments.
[See Next Page for Certain Information Concerning Participants]
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Certain Information Concerning Participants
Rental Service Corporation ("RSC") and certain other persons named below may be
deemed to be "participants" in the solicitation of revocations of consents in
response to the consent solicitation by United Rentals, Inc. ("United Rentals").
The participants in this solicitation may include the directors of RSC (Martin
R. Reid (Chairman of the Board and Chief Executive Officer), William M. Barnum,
Jr., James R. Buch, David P. Lanoha, Christopher A. Laurence, Eric L. Mattson,
Britton H. Murdoch and John M. Sullivan); and the following executive officer:
Robert M. Wilson (Executive Vice President, Chief Financial Officer, Secretary
and Treasurer). As of May 31, 1999, Martin R. Reid beneficially owned 538,545
shares, or 2.2%, of RSC's common stock, and William M. Barnum, Jr. beneficially
owned 455,317 shares, or 1.8%, of RSC's common stock. None of the other
foregoing participants individually or in the aggregate beneficially owns in
excess of 1% of RSC's common stock.
Pursuant to the terms of separate engagement letters, each effective as of April
5, 1999, RSC retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") as
its financial advisors with respect to United Rentals' offer to purchase RSC's
common stock, for which Merrill Lynch and Morgan Stanley may receive substantial
fees. Pursuant to the engagements of Merrill Lynch and Morgan Stanley, RSC has
also agreed to reimburse each of Merrill Lynch and Morgan Stanley, respectively,
for certain reasonable out-of-pocket expenses (including the reasonable fees and
disbursements of legal counsel) and to indemnify each of Merrill Lynch and
Morgan Stanley and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements.
Merrill Lynch and Morgan Stanley are investment banking firms that provide a
full range of financial services for institutional and individual clients.
Although neither Merrill Lynch nor Morgan Stanley admit that they or any of
their respective directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning Merrill Lynch and Morgan Stanley,
each of Merrill Lynch and Morgan Stanley may assist RSC in such a solicitation.
In the normal course of business, each of Merrill Lynch and Morgan Stanley may
trade securities of RSC for its own account and the account of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of June 1, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of June 1, 1999, Morgan Stanley held a net
short position of 17,100 shares of RSC's common stock. In connection with its
role as financial advisors to RSC, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of RSC: Paul A. Stefanick, James H. Caldwell and Jack C.
MacDonald. In connection with its role as financial advisors to RSC, Morgan
Stanley and the following investment banking employees of Morgan Stanley may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of RSC: R. Bradford
Evans, Paul J. Taubman, Glenn R. Robson, Neil B. Morganbesser and Pietro
Cinquegrana.
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EXHIBIT 58
[TEXT OF JUNE 4, 1999 ELECTRONIC TRANSMISSION]
With the termination of RSC's merger agreement with NationsRent and other recent
developments, including the announcement that RSC's Board of Directors has
directed RSC's financial advisors to conduct a review of the strategic
alternatives available to RSC, you and your direct charges no doubt continue to
have lots of questions. It remains important that you be able to communicate
with your people and your customers about what is going on with RSC so that they
don't become overly concerned. We remind you that all aspects of the termination
of the merger agreement, the process of reviewing and evaluating RSC's strategic
alternatives, the pending United Rentals tender offer and its ongoing consent
solicitation have and will continue to be handled by the Board, senior
management and RSC's outside advisors.
Everyone in the company continues to be limited in what they can say regarding
the foregoing matters and other recent developments because of the complex rules
that govern tender offers and consent solicitations.
To help you communicate with your employees and customers, attached are a few
talking points to give you some guidance about what you can say.
We reiterate that you have a vital role to play in ensuring that business stays
on track and people stay focused on the job at hand. We will continue to 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 480-905-3346. If you receive any calls from the media, please do not
comment and simply forward the message or the inquiry to Rob Wilson at corporate
headquarters.
[See Next Page for Certain Information Concerning Participants]
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Certain Information Concerning Participants
Rental Service Corporation ("RSC") and certain other persons named below may be
deemed to be "participants" in the solicitation of revocations of consents in
response to the consent solicitation by United Rentals, Inc. ("United Rentals").
The participants in this solicitation may include the directors of RSC (Martin
R. Reid (Chairman of the Board and Chief Executive Officer), William M. Barnum,
Jr., James R. Buch, David P. Lanoha, Christopher A. Laurence, Eric L. Mattson,
Britton H. Murdoch and John M. Sullivan); and the following executive officer:
Robert M. Wilson (Executive Vice President, Chief Financial Officer, Secretary
and Treasurer). As of May 31, 1999, Martin R. Reid beneficially owned 538,545
shares, or 2.2%, of RSC's common stock, and William M. Barnum, Jr. beneficially
owned 455,317 shares, or 1.8%, of RSC's common stock. None of the other
foregoing participants individually or in the aggregate beneficially owns in
excess of 1% of RSC's common stock.
Pursuant to the terms of separate engagement letters, each effective as of April
5, 1999, RSC retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") as
its financial advisors with respect to United Rentals' offer to purchase RSC's
common stock, for which Merrill Lynch and Morgan Stanley may receive substantial
fees. Pursuant to the engagements of Merrill Lynch and Morgan Stanley, RSC has
also agreed to reimburse each of Merrill Lynch and Morgan Stanley, respectively,
for certain reasonable out-of-pocket expenses (including the reasonable fees and
disbursements of legal counsel) and to indemnify each of Merrill Lynch and
Morgan Stanley and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements.
Merrill Lynch and Morgan Stanley are investment banking firms that provide a
full range of financial services for institutional and individual clients.
Although neither Merrill Lynch nor Morgan Stanley admit that they or any of
their respective directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning Merrill Lynch and Morgan Stanley,
each of Merrill Lynch and Morgan Stanley may assist RSC in such a solicitation.
In the normal course of business, each of Merrill Lynch and Morgan Stanley may
trade securities of RSC for its own account and the account of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of June 1, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of June 1, 1999, Morgan Stanley held a net
short position of 17,100 shares of RSC's common stock. In connection with its
role as financial advisors to RSC, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of RSC: Paul A. Stefanick, James H. Caldwell and Jack C.
MacDonald. In connection with its role as financial advisors to RSC, Morgan
Stanley and the following investment banking employees of Morgan Stanley may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers or other persons who are stockholders of RSC: R. Bradford
Evans, Paul J. Taubman, Glenn R. Robson, Neil B. Morganbesser and Pietro
Cinquegrana.
<PAGE>
Talking Points for Discussions with Employees
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These continue to be busy, and at times confusing, times for RSC.
You have probably read our press release regarding the termination of our merger
agreement with NationsRent. We all worked hard to make the RSC/NationsRent
merger a reality, but, in the end, both parties mutually decided to make a clean
break and go our separate ways.
You're probably wondering where the termination of the NationsRent merger leaves
RSC and where RSC might be heading.
United Rentals' Tender Offer
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The termination of our merger agreement with NationsRent has not affected the
United Rentals tender offer. The tender offer is still pending at the same
$22.75 price per share at which it was launched. The termination of the merger
agreement has also not affected our Board's recommendation to RSC's shareholders
with respect to the tender offer -- the Board is presently maintaining its
recommendation that RSC's shareholders reject United Rentals' offer.
United Rentals' Consent Solicitation
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United Rentals is currently soliciting RSC's shareholders to remove the members
of the Board and replace them with United Rentals' hand-picked nominees. The
termination of the NationsRent merger agreement has not affected this process.
However, when permitted by applicable securities laws, the Board intends to
solicit against United Rentals' solicitation.
Review and Evaluation of Strategic Alternatives
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Our Board believes that there are numerous reasons why RSC's shareholders should
withhold their consent to United Rentals' proposal -- not the least of which is
the fact that RSC recently announced that the Board has directed RSC's financial
advisors to conduct a review of strategic alternatives available to RSC and to
present the results of their review to the Board. The Board, in turn, intends to
carefully evaluate the results of this review, decide what action is in the best
interests of RSC's shareholders and implement that decision. This process is
currently underway.
You may be wondering what a review and evaluation of RSC's strategic
alternatives entails and just what "strategic alternatives" may be available to
RSC?
The short answer is that we can't be sure at this time. Suffice it to say,
however, that the process of reviewing RSC's strategic alternatives involves a
complex analysis of all of the alternatives available to RSC. These alternatives
could range from RSC remaining an independent company to a business combination
involving RSC and a third party or a third party making a
<PAGE>
strategic investment in RSC. However, this is a non-exclusive list and the range
of alternatives available to RSC will not be determined until the review process
is completed.
You may also be wondering how long the process will take? Again, we can't be
sure of the timing because of the need to carefully review and evaluate the
alternatives available to RSC. Although the Board plans to meet with financial
advisors and senior management within the next week to ascertain the status of
the review, no timetable has been set for completion of this process. Moreover,
the timing and consummation of any strategic alternative which may be pursued by
the Board is uncertain.
Marty Reid's Status
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We had hoped to be in a position to update you on the status of Marty Reid, our
Chairman and Chief Executive Officer. Unfortunately, we have no additional
information regarding the likelihood or the timing of Marty's return. Marty
remains on a medical leave of absence and is currently undergoing treatment
consistent with his doctor's recommendations. We continue, of course, to wish
him a speedy recovery.
Employees Need to Stay Focused on the Job
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We said it at the beginning of this process and we will say it again. You can
make a tremendous contribution by staying focused on the day-to-day business of
RSC and on doing a good job every day. We recognize that this whole process is
confusing, but we urge you to keep in mind that the Board and senior management,
supported by experienced outside experts, are actively working on lots of
complicated issues for a single purpose: to serve the best interests of RSC and
its shareholders.
Next Steps
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We have already mentioned that our next step is to wait and see what our Board
decides to do after the results of the review of strategic alternatives are
presented to the Board. Once a decision is made, we will have a clearer
understanding of the future direction of RSC. Until then, the most important
thing you can do for yourselves and your fellow workers -- and for RSC -- is to
continue to do your job to the best of your abilities and continue to provide
the quality service to our customers that RSC prides itself on.
We know that you have been instructed previously about not talking to reporters
or the media or to any other outsiders about RSC or the recent events involving
RSC. Please continue to refer any inquiries to Rob Wilson at the corporate
office.
<PAGE>
Talking Points for Discussions with Customers
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These continue to be busy times for RSC.
You may have heard or read about the termination of RSC's merger agreement with
NationsRent. If you have, you're probably wondering where the termination of the
NationsRent merger leaves RSC and how the termination of the merger agreement
and other recent developments may affect RSC's ability to serve you.
The most important thing to know is that the Board and senior management,
together with RSC's outside advisors, are dealing with these issues and they do
not and will not affect RSC's ability to meet your needs. We continue to believe
that it is "business as usual" for our customers -- as it has been since the
outset of this process.
You should also know that the termination of the merger agreement has not
affected our Board's recommendation to RSC's shareholders with respect to the
tender offer -- the Board is presently maintaining its recommendation that RSC's
shareholders reject United Rentals' offer.
Exploration of Strategic Alternatives
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It is worth noting that RSC recently announced that the Board has directed RSC's
financial advisors to conduct a review of the strategic alternatives available
to RSC and to present the results of their review to the Board. The Board, in
turn, intends to carefully evaluate the results of this review, decide what
action is in the best interests of RSC's shareholders and implement that
decision. This process is currently underway.
We can't be sure of the timing of this process because of the need to carefully
review and evaluate the alternatives available to RSC. Although the Board plans
to meet with financial advisors and senior management within the next week to
ascertain the status of the review, no timetable has been set for completion of
this process. Moreover, the timing and consummation of any strategic alternative
which may be pursued by the Board is uncertain.
Marty Reid's Status
- -------------------
We had hoped to be in a position to update you on the status of Marty Reid, our
Chairman and Chief Executive Officer. Unfortunately, we have no additional
information regarding the likelihood or the timing of Marty's return. Marty
remains on a medical leave of absence and is currently undergoing treatment
consistent with his doctor's recommendations. We continue, of course, to wish
him a speedy recovery.
We look forward to continuing to serve all your rental equipment needs.
