SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A Information
Consent Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
RENTAL SERVICE CORPORATION
(Name of Registrant as Specified in Its Charter)
UNITED RENTALS, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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computed pursuant to Exchange Act Rule 0-11 (set forth the
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[ ] Fee paid previously with preliminary materials.
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Act Rule 0-11(a)(2) and identify the filing for which the offsetting
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[UNITED RENTALS LOGO]
May 25, 1999
Dear Rental Service Stockholder:
With the NationsRent-Rental Service transaction terminated, there is
only one offer outstanding to acquire your shares of Rental Service -- our
$22.75 premium cash offer. By signing and returning your BLUE consent card
and tendering your shares today, you will be taking decisive action to help
ensure that your Board acts to accept this attractive offer for your
shares.
o THE UNITED RENTALS OFFER DELIVERS SUPERIOR VALUE
We believe that our offer represents a fair premium to Rental Service
stockholders, but we need your help to complete a United Rentals/Rental
Service merger.
United Rentals' $22.75 cash offer provides:
- a 45% premium to Rental Service's closing price on December 31, 1998
- a 32% premium to the $17.25 closing price of Rental Service shares
on the last trading day prior to our tender offer announcement
- a 28% premium to the 30-day average closing price prior to announcement
of our offer
In addition, OUR OFFER PROVIDES THE CERTAINTY OF CASH and we are
prepared to close the transaction quickly, ensuring that you receive cash
for your shares in a timely manner.
THE SOONER A UNITED RENTALS/RENTAL SERVICE MERGER AGREEMENT IS SIGNED,
THE SOONER YOU WILL RECEIVE PAYMENT FOR YOUR RENTAL SERVICE SHARES.
o ELECT AN INDEPENDENT BOARD THAT WILL ALLOW YOU THE RIGHT TO CHOOSE
It is uncertain whether the Rental Service Board will act promptly to
remove the remaining barriers to our offer. We urge you to remove this
Board and elect the United Rentals nominees, who will exercise their
fiduciary duties to consider United Rentals' $22.75 offer or any other
superior offer which may be made for Rental Service shares.
UNITED RENTALS RECOMMENDS THAT YOU TENDER YOUR SHARES BY MAY 27TH AND
CONSENT TO EACH OF THE UNITED RENTALS PROPOSALS.
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED BLUE CONSENT
CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE PROMPTLY. FAILURE TO
RETURN YOUR CONSENT CARD WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
PROPOSALS.
Thank you for your support.
SEND A MESSAGE TO THE RENTAL SERVICE BOARD --
TENDER YOUR SHARES
SIGN AND RETURN THE BLUE CONSENT CARD TODAY
Sincerely,
/s/ Bradley S. Jacobs
------------------------------------
Bradley S. Jacobs
Chairman and Chief Executive Officer
IF YOU HAVE QUESTIONS OR NEED ASSISTANCE, PLEASE CALL GEORGESON & COMPANY INC.
BANKS AND BROKERS, CALL TOLL FREE (212) 440-9800
ALL OTHERS, CALL COLLECT 1-800-223-2064
