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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. 8)
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 7. Certain Negotiations and Transactions by Subject Company.
(a) On May 7, 1999, Rental Service Corporation ("RSC") and NationsRent,
Inc. ("NationsRent") began to negotiate an amendment to the Agreement and Plan
of Merger, dated as of January 20, 1999, between RSC and NationsRent (the
"NationsRent Merger Agreement"). The negotiations between RSC and NationsRent
and their respective advisors are ongoing. The Board of Directors of RSC (the
"RSC Board") has determined that disclosure of the possible terms of any
amendment to the NationsRent Merger Agreement prior to an agreement in principle
with respect thereto would jeopardize the continuation of negotiations with
NationsRent with respect to such amendment and, accordingly, has instructed
RSC's management not to disclose such possible terms until such agreement has
been reached or, upon the advice of counsel, as may otherwise be required by
law.
Item 8. Additional Information.
On May 5, 1999, following a hearing on the matter, the Court of Chancery of
the State of Delaware (the "Delaware Chancery Court") entered an order in the
action styled UR Acquisition Corporation and United Rentals, Inc. v. Martin R.
Reid, et al., C.A. No. 17090 (the "Delaware Litigation"), restraining
NationsRent, until further order of the Delaware Chancery Court, from proceeding
with the prosecution of the action filed by NationsRent on April 30, 1999
against United Rentals, Inc., UR Acquisition Corporation, Bradley S. Jacobs,
John N. Milne and Goldman Sachs & Co. in the Circuit Court of the 17th Judicial
Circuit in and for Broward County, Florida (the "NationsRent Florida
Litigation"). The NationsRent Florida Litigation alleges, among other things,
that each of the defendants tortiously interfered, and collectively conspired to
tortiously interfere, with (1) the contractual rights of NationsRent contained
in the NationsRent Merger Agreement, and (2) the advantageous business
relationships established by NationsRent with RSC, the RSC Board and RSC's
stockholders through the NationsRent Merger Agreement and otherwise. The
complaint in the NationsRent Florida Litigation seeks injunctive and other
relief against the defendants in the NationsRent Florida Litigation. Although
RSC is not a party to the NationsRent Florida Litigation, the foregoing
additional information is provided in response to this Item 8 because RSC is a
party to the Delaware Litigation.
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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: May 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
