<PAGE>
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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. 4)
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)
----------------
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)
----------------
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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- --------------------------------------------------------------------------------
<PAGE>
Item 8. Additional Information to be Furnished.
A copy of a letter dated April 23, 1999 from Rental Service Corporation
("RSC") to its stockholders, recommending, among other things, that they oppose
the consent solicitation of United Rentals, Inc. ("United Rentals") relating to
the removal and replacement of the Board of Directors of RSC, is filed as
Exhibit 42 hereto and is incorporated by reference herein.
By resolution adopted on April 23, 1999, the Board of Directors of RSC
established the close of business on Monday, May 3, 1999 as the record date for
purposes of United Rentals' consent solicitation.
A copy of the press release issued by RSC related to the foregoing matters
is filed as Exhibit 43 hereto and is incorporated by reference herein.
Item 9. Material to be Filed as Exhibits.
42 Letter to Stockholders from John M. Sullivan on behalf of the Board of
Directors of RSC dated April 23, 1999.
43 Press Release issued by RSC dated April 26, 1999.
1
<PAGE>
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: April 26, 1999 Rental Service Corporation
/s/ Robert M. Wilson
By: _________________________________
Name: Robert M. Wilson
Title: Executive Vice President, Chief
Financial Officer, Secretary
and Treasurer
<PAGE>
EXHIBIT 42
[RENTAL SERVICE CORPORATION LOGO]
April 23, 1999
Dear Stockholder:
On April 16, your Board of Directors sent you its written recommendation
describing in detail why you should reject the unsolicited $22.75 per share
tender offer for Rental Service Corporation launched on April 5 by United
Rentals. Indeed, your Board determined that the United Rentals offer is
inadequate and not in the best interests of RSC or its stockholders. The
recommendation was contained in our Schedule 14D-9, which you are urged to
review carefully.
Now, you are facing another self-serving act by United Rentals: United
Rentals is attempting to take over your company by replacing your entire Board
of Directors with United Rentals' own hand-picked nominees. To do so, United
Rentals will soon be sending you a blue consent card and asking you to sign
it. Your Board urges you not to sign the blue card and not to return it.
Inadequacy of the United Rentals Offer
Your Board determined that the United Rentals offer is inadequate because,
among other things:
. RSC has continued to achieve record financial performance, including
strong first quarter results that exceeded all analysts' expectations.
. RSC's prospects are strong: our internal forecasts call for a 30%
compound annual growth rate of earnings per share over the next five
years, which is almost one-third higher than analysts' estimates.
. Recent comparable acquisitions have been at considerably higher
multiples: United Rentals' offer represents a discount of 42%-47% to
the equity valuations implied by the multiples paid in the two most
recent comparable acquisition transactions.
. United Rentals' offer represents a discount to RSC's historic trading
prices and multiples and therefore contains no real premium.
. RSC believes that an acquisition of RSC by United Rentals would be as
much as three times more accretive to United Rentals' earnings per
share than United Rentals has publicly acknowledged.
<PAGE>
Your Board believes that United Rentals is attempting to take advantage of
the decline in RSC's trading price shortly before United Rentals made its
offer, which we believe does not reflect your company's inherent value. We
also believe a takeover by United Rentals would let United Rentals'
shareholders capture the value of RSC that rightfully belongs to you.
Accordingly, the RSC Board urges you not to tender your shares into the
United Rentals offer and not to sign the blue card when you receive it.
You should also be aware of the following risks associated with United
Rentals' latest attempt to take over your company by replacing RSC's Board:
. Two-thirds of United Rentals' nominees are officers or directors of
United Rentals. Your Board believes they would have significant
conflicts of interest, given United Rentals' stated desire to acquire
your company.
. Even if United Rentals acknowledges this conflict of interest and
tries to change its nominees, they will still be hand picked by United
Rentals.
. Any such board of directors would be in a position to take actions
which would allow NationsRent to terminate the pending merger of RSC
and NationsRent, which the current Board has recommended. In that
case, a new board could cause RSC to enter into a merger agreement
with United Rentals, at a price lower than that of the current United
Rentals offer.
The Conditionality of the United Rentals Offer
United Rentals' offer is subject to a number of significant conditions
which could render the offer worthless to you, even if you elect United
Rentals' nominees.
These include:
. The termination of the merger agreement with NationsRent, which your
Board has approved and recommended to stockholders;
. United Rentals' receipt of financing for the offer pursuant to a
commitment letter that itself is subject to numerous conditions; and
. The invalidation or termination of existing agreements with
NationsRent as to the payment by RSC of certain termination fees to
NationsRent and the cancellation of the stock option granted by RSC to
NationsRent in connection with the proposed NationsRent transaction.
Based on all the above factors, the RSC Board strongly recommends that you
oppose the consent solicitation by United Rentals. We urge you not to sign the
blue consent card sent to you by United Rentals.
<PAGE>
Furthermore, if you do inadvertently sign the blue card, please be advised
that you will soon receive by mail from us a WHITE revocation card that you
can use to revoke any previous consent you may have given to United Rentals.
Once you receive it, we urge you to sign, date and mail the WHITE consent
revocation card.
Your investment in RSC is at stake. The current Board, which is composed
primarily of independent directors, is in the best position to protect your
interests as stockholders and the value of your investment in RSC.
Do not be misguided by this latest tactic by United Rentals, and United
Rentals' misleading statements, including their self-serving declarations of
concern for your best interests. Remember, United Rentals is trying to buy
your company at an inadequate price.
If you have any questions or need any assistance in withdrawing your
shares from the tender offer or revoking your consent, please contact
MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or at (212) 929-5500
(collect).
Thank you.
On Behalf of the Board of Directors
Sincerely,
/s/ John M. Sullivan
John M. Sullivan,
Chairman of the Executive Committee
<PAGE>
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 March 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. In addition, Merrill Lynch Capital Corporation ("MLCC"), along
with three other lending institutions, has entered into a commitment letter
with RSC and NationsRent, Inc. ("NationsRent") relating to financing activity
in connection with the proposed merger of RSC and NationsRent pursuant to
which MLCC may receive customary fees as well as reimbursement of reasonable
out-of-pocket expenses.
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 April 16, 1999, Merrill Lynch held a net
long position of 436 shares of RSC's common stock. As of April 20, 1999,
Morgan Stanley held a net long position of 61,800 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.
This letter does not constitute a solicitation of proxies with respect to
the proposed merger of Rental Service Corporation and NationsRent, Inc. Any
such solicitation by Rental Service Corporation will be made only by means of
separate proxy or consent solicitation materials complying with the
requirements of Section 14(a) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
<PAGE>
EXHIBIT 43
RENTAL SERVICE CORPORATION SENDS LETTER URGING STOCKHOLDERS TO OPPOSE UNITED
RENTALS' CONSENT SOLICITATION AND TENDER OFFER
-- Sets May 3 Record Date For Stockholder Vote --
SCOTTSDALE, AZ, April 26, 1999 -- Rental Service Corporation (NYSE: RSV) ("RSC")
announced today that it has mailed a letter to its stockholders that discusses
the inadequacy and conditionality of United Rentals' offer and urges RSC
stockholders to oppose the consent solicitation by United Rentals relating to
the removal and replacement of the Directors of RSC and certain other matters.
RSC also said it has set May 3 as the date as of which stockholders of record
can vote on the solicitation.
Rental Service Corporation is a leader in the rapidly growing equipment rental
industry, serving the needs of a wide variety of industrial, manufacturing and
construction markets. Headquartered in Scottsdale, Arizona, RSC operates 249
locations throughout the United States and Canada.
[COMPLETE TEXT OF LETTER TO STOCKHOLDERS FOLLOWS]
Contacts:
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
This press release does not constitute a solicitation of proxies with respect
to the proposed merger of Rental Service Corporation and NationsRent, Inc. Any
such solicitation by Rental Service Corporation will be made only by means of
separate proxy or consent solicitation materials complying with the requirements
of Section 14(a) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
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
<PAGE>
(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 March 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. In addition, Merrill Lynch
Capital Corporation ("MLCC"), along with three other lending institutions, has
entered into a commitment letter with RSC and NationsRent, Inc. ("NationsRent")
relating to financing activity in connection with the proposed merger of RSC and
NationsRent pursuant to which MLCC may receive customary fees as well as
reimbursement of reasonable out-of-pocket expenses.
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 April 16, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of April 20, 1999, Morgan Stanley held a net
long position of 61,800 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>
April 23, 1999
Dear Stockholder:
On April 16, your Board of Directors sent you its written recommendation
describing in detail why you should reject the unsolicited $22.75 per share
tender offer for Rental Service Corporation launched on April 5 by United
Rentals. Indeed, your Board determined that the United Rentals offer is
inadequate and not in the best interests of RSC or its stockholders. The
recommendation was contained in our Schedule 14D-9, which you are urged to
review carefully.
Now, you are facing another self-serving act by United Rentals: United
Rentals is attempting to take over your company by replacing your entire Board
of Directors with United Rentals' own hand-picked nominees. To do so, United
Rentals will soon be sending you a blue consent card and asking you to sign it.
Your Board urges you not to sign the blue card and not to return it.
Inadequacy of the United Rentals Offer
Your Board determined that the United Rentals offer is inadequate because,
among other things:
. RSC has continued to achieve record financial performance, including
strong first quarter results that exceeded all analysts' expectations.
. RSC's prospects are strong: our internal forecasts call for a 30% compound
annual growth rate of earnings per share over the next five years, which
is almost one-third higher than analysts' estimates.
. Recent comparable acquisitions have been at considerably higher multiples:
United Rentals' offer represents a discount of 42% - 47% to the equity
valuations implied by the multiples paid in the two most recent comparable
acquisition transactions.
. United Rentals' offer represents a discount to RSC's historic trading
prices and multiples and therefore contains no real premium.
. RSC believes that an acquisition of RSC by United Rentals would be as much
as three times more accretive to United Rentals' earnings per share than
United Rentals has publicly acknowledged.
<PAGE>
Your Board believes that United Rentals is attempting to take advantage of
the decline in RSC's trading price shortly before United Rentals made its offer,
which we believe does not reflect your company's inherent value. We also believe
a takeover by United Rentals would let United Rentals' shareholders capture the
value of RSC that rightfully belongs to you.
Accordingly, the RSC Board urges you not to tender your shares into the
United Rentals offer and not to sign the blue card when you receive it.
You should also be aware of the following risks associated with United Rentals'
latest attempt to take over your company by replacing RSC's Board:
. Two-thirds of United Rentals' nominees are officers or directors of United
Rentals. Your Board believes they would have significant conflicts of
interest, given United Rentals' stated desire to acquire your company.
. Even if United Rentals acknowledges this conflict of interest and tries to
change its nominees, they will still be hand picked by United Rentals.
. Any such board of directors would be in a position to take actions which
would allow NationsRent to terminate the pending merger of RSC and
NationsRent, which the current Board has recommended. In that case, a new
board could cause RSC to enter into a merger agreement with United
Rentals, at a price lower than that of the current United Rentals offer.
The Conditionality of the United Rentals Offer
United Rentals' offer is subject to a number of significant conditions which
could render the offer worthless to you, even if you elect United Rentals'
nominees.
These include:
. The termination of the merger agreement with NationsRent, which your Board
has approved and recommended to stockholders;
. United Rentals' receipt of financing for the offer pursuant to a
commitment letter that itself is subject to numerous conditions; and
. The invalidation or termination of existing agreements with NationsRent as
to the payment by RSC of certain termination fees to NationsRent and the
cancellation of the stock option granted by RSC to NationsRent in
connection with the proposed NationsRent transaction.
<PAGE>
Based on all the above factors, the RSC Board strongly recommends that you
oppose the consent solicitation by United Rentals. We urge you not to sign the
blue consent card sent to you by United Rentals.
Furthermore, if you do inadvertently sign the blue card, please be advised
that you will soon receive by mail from us a WHITE revocation card that you can
use to revoke any previous consent you may have given to United Rentals. Once
you receive it, we urge you to sign, date and mail the WHITE consent revocation
card.
Your investment in RSC is at stake. The current Board, which is composed
primarily of independent directors, is in the best position to protect your
interests as stockholders and the value of your investment in RSC.
Do not be misguided by this latest tactic by United Rentals, and United
Rentals' misleading statements, including their self-serving declarations of
concern for your best interests. Remember, United Rentals is trying to buy your
company at an inadequate price.
If you have any questions or need any assistance in withdrawing your shares
from the tender offer or revoking your consent, please contact MacKenzie
Partners, Inc. at (800) 322-2885 (toll-free) or at (212) 929-5500 (collect).
Thank you.
On Behalf of the Board of Directors
Sincerely,
John M. Sullivan,
Chairman of the Executive Committee
<PAGE>
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 March 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. In addition, Merrill Lynch Capital
Corporation ("MLCC"), along with three other lending institutions, has entered
into a commitment letter with RSC and NationsRent, Inc. ("NationsRent") relating
to financing activity in connection with the proposed merger of RSC and
NationsRent pursuant to which MLCC may receive customary fees as well as
reimbursement of reasonable out-of-pocket expenses.
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 April 16, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of April 20, 1999, Morgan Stanley held a net
long position of 61,800 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.
This letter does not constitute a solicitation of proxies with respect to the
proposed merger of Rental Service Corporation and NationsRent, Inc. Any such
solicitation by Rental Service Corporation will be made only by means of
separate proxy or consent solicitation materials complying with the requirements
of Section 14(a) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
