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
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
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[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)
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Portion of a script for a presentation made by John N. Milne, Vice
Chairman and Chief Acquisition Officer of United Rentals, Inc. and
President of UR Acquisition Corporation, at a Donaldson, Lufkin and
Jenrette Securities Corporation investor conference held in New York
City on April 14, 1999.
1. As you are probably aware [As Mark indicated in his introduction],
last week we initiated a cash tender offer to acquire Rental Service
Corporation, the third largest equipment company after us and Hertz.
2. We believe, Rental Service would be an excellent strategic and
geographic fit with United Rentals.
3. Rental Service has estimated revenues this year of about $785 million
and 245 branches in 27 states.
4. RSC's focus has primarily been on secondary markets, which fits well
with our strong position in many metropolitan areas with little
overlap.
5. Our preliminary look at the company leads us to believe that 25
locations could be consolidated, plus we could consolidate many of the
corporate functions.
6. We think that we could achieve $20 million in annual cost savings,
about half from the field and half from the corporate area.
7. The combined company would have 1999 revenues approaching $3 billion,
giving us a roughly 10% share of the market.
8. More importantly, combining our company with Rental Service is 100% in
line with our philosophy from day one - which is bigger is better in
this industry because you have greater purchasing power, greater
economies of scale, and greater operating efficiencies that lead to
more equipment, broader geographical availability and improved service
to our customers.
9. We are confident that we can efficiently integrate the two companies.
At United Rentals, we have a strong operating infrastructure already
in place to support further expansion, URI and RSC share a common
decentralized operating approach, and Rental Service is already using
the same MIS systems as we are.
10. It is also an attractive transaction for our shareholders, not only
for its strategic fit but also the fact that it would be accretive by
about $0.10 to our earnings next year.
11. We think our offer of $22.75 per share, which is a approximately 32%
premium to the RSC share price prior to our offer, represents an
attractive offer to RSC shareholders both in terms of the premium paid
and the certainty of getting cash.
12. I'd now like to turn this over to Wayland . . .
CERTAIN INFORMATION CONCERNING PARTICIPANTS
United Rentals, Inc. ("United Rentals"), UR Acquisition Corporation
("UR Acquisition") and the following persons named below may be deemed to
be "participants" in the solicitation of consents and/or proxies from
stockholders of Rental Service Corporation ("Rental Service"): the
directors of United Rentals (Bradley S. Jacobs (Chairman of the Board and
Chief Executive Officer), Wayland R. Hicks (Vice Chairman and Chief
Operating Officer), John N. Milne (Vice Chairman, Chief Acquisition Officer
and Secretary), William F. Berry (President), John S. McKinney (Vice
President, Finance), Leon D. Black, Richard D. Colburn, Ronald M. DeFeo,
Michael S. Gross, Richard J. Heckmann, Gerald Tsai, Jr. and Christian M.
Weyer); the following executive officers and employees of United Rentals:
Michael J. Nolan (Chief Financial Officer) and Robert P. Miner (Vice
President, Strategic Planning); and the nominees of United Rentals (the
"Nominees") to stand for election to the Board of Directors of Rental
Service (Messrs. Jacobs, Richard N. Daniel, Heckmann, Hicks, Milne, Nolan,
Raymond S. Troubh and Tsai, and Ms. Stephanie R. Joseph).
As of April 14, 1999, United Rentals is the beneficial owner of 100
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Rental Service. Other than set forth herein, as of such date, neither
United Rentals, UR Acquisition nor any of the persons listed above, has any
interest, direct or indirect, by security holding or otherwise, in Rental
Service.
United Rentals has retained Goldman, Sachs & Co. ("Goldman Sachs") to
act as its financial advisor and the Dealer Managers in connection with the
tender offer (the "Offer") by United Rentals and UR Acquisition to purchase
the shares of Common Stock of Rental Service for $22.75 per share in cash,
for which Goldman Sachs may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, United
Rentals has agreed to indemnify Goldman Sachs and certain related persons
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. United Rentals has
also entered into a commitment letter with Goldman Sachs Credit Partners
L.P. ("GSCP") relating to the financing of the Offer pursuant to which GSCP
may receive substantial fees, as well as reimbursement of reasonable out-
of-pocket expenses. Goldman Sachs does not admit that it or any of its
partners, directors, officers, employees, affiliates or controlling
persons, if any, is a "participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in the solicitation
of consents and/or proxies, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs. In connection with Goldman
Sachs' role as financial advisor to United Rentals, the following
investment banking employees of Goldman Sachs may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Rental Service and may solicit
consents and/or proxies there from: Bruce J. Evans, Robert D. Lipman,
Jeffrey M. Moslow and Cody J. Smith. Goldman Sachs engages in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of
its business Goldman Sachs may trade securities of Rental Service for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Goldman Sachs has
informed United Rentals that, as of the close of business on April 14,
1999, Goldman Sachs held no shares of the Common Stock of Rental Service
for its own account. Goldman Sachs and certain of its affiliates may have
voting and dispositive power with respect to certain shares of Rental
Service Common Stock held in asset management, brokerage and other
accounts. Goldman Sachs and such affiliates disclaim beneficial ownership
of such shares of Rental Service Common Stock.
