<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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.
On April 22, 1999, Rental Service Corporation ("RSC") amended its
counterclaims in the action pending in the United States District Court for the
District of Connecticut styled as UR Acquisition Corporation and United Rentals,
Inc. v James L. Kirk, et al., C.A. No. 399CV00625 (DJS). In addition to its
counterclaims filed on April 15, 1999, RSC's amended counterclaims also allege
violations of Section 8 of the Clayton Act (the "Clayton Act") by United
Rentals, Inc. ("United Rentals") in connection with its pending consent
solicitation. Specifically, RSC alleges, among other things, that United
Rentals' attempt to replace RSC's Board of Directors with nine nominees, six of
whom are current officers and/or directors of United Rentals, would, if such
nominees were elected, result in a violation of the prohibitions of the Clayton
Act with respect to interlocking directorates among competitors. RSC seeks,
among other things, additional declaratory and injunctive relief with respect to
its amended counterclaims.
A copy of the amended counterclaims filed by RSC is filed as Exhibit 40
hereto and is incorporated herein by reference. A copy of the press release
issued by RSC related to the filing of RSC's amended counterclaims is filed as
Exhibit 41 hereto and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
40 Amended Counterclaims and Jury Demand filed on April 22, 1999 with the
United States District Court for the District of Connecticut in
UR Acquisition Corporation and United Rentals, Inc. v. James L. Kirk, et al.,
C.A. No. 399CV00625 (DJS).
41 Press Release issued by RSC dated April 22, 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 23, 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 40
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF CONNECTICUT
UR ACQUISITION CORPORATION and
UNITED RENTALS, INC.,
Plaintiffs, CIVIL ACTION NO.
399CV00625 (DJS)
v.
JAMES L. KIRK, RENTAL SERVICE
CORPORATION and NATIONSRENT,
INC.,
April 22, 1999
Defendants.
- --------------------------------
AMENDED COUNTERCLAIMS AND JURY DEMAND
--------------------------------------
OF RENTAL SERVICE CORPORATION
-----------------------------
As its counterclaims against UR Acquisition Corporation, United
Rentals, Inc., Bradley S. Jacobs, Richard J. Heckmann, Wayland R. Hicks, John N.
Milne, Michael J. Nolan and Gerald Tsai, Jr. (collectively, "URI"), Rental
Service Corporation ("RSC") alleges as follows:
INTRODUCTION
------------
1. RSC has filed its counterclaims to obtain declaratory and
injunctive relief halting URI's unlawful scheme to mislead RSC stockholders by
concealing the financing condition in URI's April 5, 1999 tender offer.
Concurrently with its tender offer, URI's chairman and chief executive officer
stated publicly that URI's offer was "fully financed" and offered "certainty."
URI's summary advertisement and press release concerning the offer described
several conditions of the offer, but never mentioned any need to secure
financing or any financing condition. URI's voluminous Securities and Exchange
Commission filing similarly failed to set forth the financing condition in its
summary of the conditions to the offer; instead, URI set forth this key
condition at the very end of a boilerplate description of the conditions to the
offer at the back of its filing. By misstating and concealing the material terms
of its tender offer, URI has violated federal laws and regulations; only prompt
injunctive relief
<PAGE>
requiring curative disclosure can ensure that RSC's stockholders will not be
misled.
2. RSC now files these amended counterclaims to obtain additional
declaratory and injunctive relief halting URI's unlawful scheme to place a
controlling block of six of its current officers and/or directors on the Board
of Directors of RSC. URI and RSC are direct competitors in the equipment rental
industry. By seeking to control RSC's Board with its own officers and/or
directors, URI has violated Section 8 of the Clayton Act, 15 U.S.C. (S)19.
JURISDICTION AND VENUE
----------------------
3. The Court has jurisdiction over this action pursuant to 15 U.S.C.
(S) 78aa and 28 U.S.C. (S) 1331. Venue in this Court is proper pursuant to 15
U.S.C. (S) 78aa and 28 U.S.C. (S) 1391(b).
THE PARTIES
-----------
4. Counterclaimant RSC is a Delaware corporation with its principal
executive offices in Scottsdale, Arizona. RSC rents construction and industrial
equipment. RSC's common stock is registered pursuant to Section 12(g) under the
Securities Exchange Act of 1934 (the "Exchange Act") and is traded on the New
York Stock Exchange.
5. Counterdefendant UR Acquisition Corporation is a Delaware
corporation and is a wholly owned subsidiary of Counterdefendant United Rentals,
Inc.
6. Counterdefendant United Rentals, Inc. is a Delaware corporation
with its principal executive offices in Greenwich, Connecticut.
7. Counterdefendant Bradley S. Jacobs is the Chairman, Chief
Executive Officer and a director of United Rentals, Inc.
8. Counterdefendant Richard J. Heckmann is a director of United
Rentals, Inc.
9. Counterdefendant Wayland R. Hicks is Chief Operating Officer and
a director of United Rentals, Inc.
10. Counterdefendant John N. Milne is Vice Chairman, Chief
Acquisition Officer and a director of United Rentals, Inc.
11. Counterdefendant Michael J. Nolan is Chief Financial Officer of
United
<PAGE>
Rentals, Inc.
12. Counterdefendant Gerald Tsai, Jr. is a director of United
Rentals, Inc.
URI'S MISLEADING PUBLIC STATEMENTS AND TENDER OFFER
---------------------------------------------------
13. On April 5, 1999, URI announced an unsolicited, highly
conditional tender offer for all of the outstanding shares of RSC common stock
(the "Offer"). URI announced the Offer through several media, including: (a) an
interview given by Bradley Jacobs to Reuters, a major news agency; (b) a formal
press release; (c) a summary advertisement in the Wall Street Journal; and (d)
filings with the SEC.
14. In his interview with Reuters, Jacobs asserted that URI had
secured the financing required to purchase RSC, stating:
"We're prepared to move quickly, it's all cash and it's all fully
financed. . . . We offer certainty and no lingering doubts because
it's a cash offer" (emphasis added)
15. URI's April 5, 1999 press release stated:
"United Rentals has a firm commitment from Goldman, Sachs & Co. to
provide $2 billion in financing to complete the transaction and for
other corporate purposes."
URI's press release also stated that the Offer was subject to certain
conditions:
"The offer is conditioned on, among other things, the tender to United
Rentals of a majority of Rental Service shares on a fully-diluted
basis, the termination of the merger agreement between Rental Service
and NationsRent Inc., the agreement by the board of directors of
Rental Service to enter into a merger agreement for the acquisition of
Rental Service by United Rentals, the expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, and the termination or invalidation of a 19.9% lock-up option
and break-up fee provided to NationsRent in its merger agreement with
Rental Service."
16. In a Summary Advertisement for the Offer, published in the Wall
Street Journal on April 5, 1999, URI again described the conditions to the
Offer:
"The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the
Offer that number of Shares which constitutes a majority of the Shares
outstanding on a fully diluted basis (the "Minimum Condition"), (2)
the stockholders of the Company not having approved the Agreement and
Plan of Merger, dated as of January 20, 1999 (the "NationsRent Merger
Agreement"), between the Company and NationsRent, Inc., a Delaware
corporation ("NationsRent"), (3) Purchaser being satisfied, in its
sole
<PAGE>
discretion, that the NationsRent Merger Agreement has been terminated
in accordance with its terms, and the Company having entered into a
definitive merger agreement with Parent and Purchaser, to provide for
the acquisition of the Company pursuant to the Offer and the proposed
merger described in the Offer to Purchase, (4) Purchaser being
satisfied, in its sole discretion, that the provisions of Section 203
of the Delaware General Corporation Law, as amended, are inapplicable
to the Offer and the proposed merger described in the Offer to
Purchase, (5) the Company not having entered into or effectuated any
agreement or transaction with any person or entity having the effect
of impairing Purchaser's ability to acquire the Company or otherwise
diminishing the expected economic value to Purchaser of the
acquisition of the Company, (6) any applicable waiting period under
the Hart-Scot-Rodino Antitrust Improvements Act of 1976, as amended,
having expired or been terminated prior to the expiration of the
Offer, and (7) the option held by NationsRent to purchase up to 19.9%
of the outstanding Shares having been terminated or invalidated
without any Shares having been issued thereunder. The Offer is also
subject to other terms and conditions set forth in the Offer to
Purchase."
Securing financing was not one of the listed conditions.
17. Also, on April 5, 1999, URI filed with the SEC a Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1"), which provided further
information regarding the Offer, including URI's Offer to Purchase. The first
page of the Offer to Purchase again listed a number of conditions of the Offer,
but did not mention any financing condition. In the introduction of the Offer to
Purchase, under the heading "CERTAIN CONDITIONS TO THE OFFER," URI described the
eight conditions of the Offer. Once again, no financing condition was set forth.
18. Buried deep within the Offer to Purchase, URI revealed that it
can elect not to proceed with the purchase of RSC stock, if, in its sole
judgment, certain conditions arise that make it inadvisable to proceed with the
purchase. (Offer to Purchase, pp. 27-30, (P) 14(a)-(j).) The tenth and last of
the listed conditions was URI's failure to obtain the requisite financing.
(Offer to Purchase, p. 30, (P) 14(j).) Even more troubling, the Offer to
Purchase states:
"Although [URI] expects that the [financing] will be available to
provide funds for the consummation of the Offer . . . there can be no
assurance that the [financing] will be consummated." (Offer to
Purchase, p. 20.)
19. The Offer to Purchase also reveals that Goldman, Sachs'
financing is
<PAGE>
subject to many conditions, including: (a) the completion of loan documents, (b)
Goldman, Sachs' determination of whether there has been any adverse change to
URI's or RSC's general affairs, management, prospects or financial position, (c)
no disruption of financial or capital markets, and (d) no litigation that may
have a material impact on URI's or RSC's general affairs, management, prospects
or financial position.
URI'S PLAN TO PLACE ITS OWN DIRECTORS AND OFFICERS ON RSC'S BOARD
-----------------------------------------------------------------
20. RSC and United Rentals, Inc. are direct competitors in the
equipment rental industry. They rent substantially the same equipment to
substantially the same categories of customers. They operate in many of the same
geographic markets.
21. As part of its unlawful scheme, URI has nominated six of its
current directors and/or officers to be placed on RSC's Board in direct
violation of Section 8 of the Clayton Act, 15 U.S.C. (S)19.
FIRST COUNTERCLAIM FOR RELIEF
-----------------------------
(Violation of Section 14(e) of the Exchange Act, 15 U.S.C. (S) 78n(e))
22. RSC realleges and incorporates by reference each and every
allegation contained in paragraphs 1-19, inclusive, as though fully set forth
herein.
23. Section 14(e) of the Exchange Act, 15 U.S.C. (S) 78n(e), makes it
unlawful for any person to make any untrue statement or to engage in any
fraudulent, deceptive, or manipulative acts in connection with any tender offer.
24. In connection with the Offer, URI has violated Section 14(e) in
at least the following ways:
(a) URI has publicly asserted in the financial press that the
Offer is "fully financed" and "all cash," when in fact, URI has no assurances
that its financing will be consummated;
(b) Jacobs asserted in his Reuters' interview, and URI asserted
in its Press Release and Summary Advertisement, that the Offer does not include
a financing condition, when in fact, buried deep within the Offer to Purchase,
URI has reserved the right to withdraw or abandon the Offer if it cannot obtain
satisfactory financing; and
<PAGE>
(c) URI has publicly stated that the Offer provides "certainty"
and is "fully financed," when in fact, the Offer is subject to multiple
conditions that cannot possibly be fulfilled before the expiration of the
Offer.
25. Through the above described acts and omissions, URI engaged in
fraudulent, deceptive, or manipulative practices in connection with its
Offer in violation of Section 14(e).
26. The provisions of Section 14(e) of the Exchange Act were designed
to protect stockholders by ensuring that they have adequate and accurate
information on which to base their decisions to sell, tender or hold their
shares. URI's effort to conceal its financing condition and financing
uncertainty is depriving RSC, its stockholders and the investing public of
the protections of Section 14(e). URI's conduct has harmed RSC's and the
public's interest in full disclosure in connection with tender offers and
sound financial markets.
27. Unless URI is ordered to make corrective disclosures and is
enjoined from such further actions, RSC and its stockholders will be forced
to make decisions with respect to the Offer based on inaccurate and
misleading information that does not comply the federal regulatory scheme.
RSC has no adequate remedy at law.
SECOND COUNTERCLAIM FOR RELIEF
------------------------------
(Violation of Section 14(d) of the Exchange Act, 15 U.S.C. (S)78n(d))
28. RSC realleges and incorporates by reference each and every
allegation contained in paragraphs 1-19, inclusive, as though fully set
forth herein.
29. Section 14(d) of the Exchange Act, 15 U.S.C. (S) 78n(d) and the
SEC's rules promulgated thereunder, mandate that a tender offer must
disclose certain specified information to investors, and the offeror must
file such information with the SEC on a Schedule 14D-1. Pursuant to Section
14(d), the offeror must disclose all known material information regarding
financing for the tender offer.
30. In connection with the Offer, URI has violated Section 14(d)
because it has failed to adequately disclose all material information
regarding the financing for the Offer known to URI at the time of the
Offer.
<PAGE>
31. The provisions of Section 14(d) of the Exchange Act were designed
to protect stockholders by ensuring that they have adequate and accurate
information on which to base their decisions to sell, tender or hold their
shares. URI's effort to conceal its financing condition and uncertainty is
depriving RSC, its stockholders and the investing public of the protections
of Section 14(d). URI's conduct has harmed RSC's and the public's interest
in full disclosure in connection with tender offers and sound financial
markets.
32. Unless URI is ordered to make corrective disclosures and is
enjoined from such further actions, RSC and its stockholders will be forced
to make decisions with respect to the Offer based on inaccurate and
misleading information that does not comply with the federal regulatory
scheme. RSC has no adequate remedy at law.
THIRD COUNTERCLAIM FOR RELIEF
-----------------------------
(Violation of Section 8 of the Clayton Act, 15 U.S.C. (S) 19)
33. RSC realleges and incorporates by reference each and every
allegation contained in paragraphs 1-21, inclusive, as though fully set
forth herein.
34. RSC is in the equipment rental industry and serves the needs of
industrial, manufacturing, construction, government and homeowner markets.
RSC rents equipment ranging from small items such as pumps and electric
hand tools to larger equipment such as backhoes and aerial manlifts. RSC
also sells maintenance, repair and operations supplies, small tools,
contractor supplies, parts and used rental equipment, and acts as a
distributor for new equipment on behalf of certain national equipment
manufacturers. RSC has 245 rental locations in 27 states and Canada.
35. RSC's shares are publicly traded on the New York Stock Exchange,
and its capital, surplus and undivided profits aggregate more than
$15,308,000 as adjusted pursuant to 15 U.S.C. (S) 19(a)(5).
36. URI is the largest equipment rental company in North America and
serves customers that include construction industry participants,
industrial companies and homeowners. United Rentals, Inc. also sells used
rental equipment, acts as a dealer for many types of new equipment, and
sells related merchandise and parts. United Rentals, Inc. has 450 branch
<PAGE>
locations in 39 states, Canada and Mexico.
37. URI's shares are publicly traded on the American Stock Exchange,
and its capital, surplus and undivided profits aggregate more than
$15,308,000, as adjusted pursuant to 15 U.S.C. (S) 19(a)(5).
38. RSC and URI are engaged in commerce and, by virtue of their
business and locations of operations, are competitors, as defined in 15
U.S.C. (S) 19, such that elimination of competition by agreement between
them would constitute a violation of the antitrust laws.
39. URI has named nine nominees to replace the current eight member
Board of Directors of RSC. Six of the nominees are officers and/or
directors of URI: counterdefendants Jacobs, Heckmann, Hicks, Milne, Nolan
and Tsai (collectively, the "Nominees").
40. The election of the Nominees to the Board of Directors of RSC
would result in a violation of Section 8 of the Clayton Act, 15 U.S.C.
(S) 19, which prohibits interlocking directorates between competitors.
41. Unless enjoined from further attempts to create interlocking
directorates between URI and RSC, URI will cause RSC to be in violation of
the Clayton Act and subject to antitrust liability.
42. RSC does not have an adequate remedy at law to compensate it for
injuries inflicted and threatened by URI. RSC is entitled to bring this
action for injunctive relief against URI's conduct and threatened conduct
which, if not enjoined, will result in irreparable and immediate harm under
Section 16 of the Clayton Act, 15 U.S.C. (S) 26.
43. In seeking injunctive relief against URI, RSC has been forced to
incur attorneys' fees and costs, which it is entitled to recover under
Section 16 of the Clayton Act, 15 U.S.C. (S) 26.
FOURTH COUNTERCLAIM FOR RELIEF
------------------------------
(Violation of Section 8 of the Clayton Act, 15 U.S.C. (S) 19)
44. RSC realleges and incorporates by reference each and every
allegation contained in paragraphs 1-21 and 33-43, inclusive, as though
fully set forth herein.
45. RSC contends that URI's attempt to elect the Nominees to RSC's
Board of
<PAGE>
Directors would cause RSC to be in violation of federal law, and that RSC
is therefore entitled to disregard URI's nomination of the six individual
counterdefendants and any consents in favor of the Nominees.
46. URI contends that election of the Nominees is legal and proper,
and that RSC is obligated under governing corporate law to recognize URI's
nominations and give effect to consents for the Nominees.
47. There now exists a controversy between RSC and URI as to the
legality of URI's attempts to elect the Nominees to RSC's Board, and as to
RSC's obligation to recognize those attempts under governing law.
48. A declaration of the parties' rights and responsibilities under
Delaware corporate law is necessary to resolve this dispute.
JURY DEMAND
49. RSC hereby demands a jury trial as provided by Rule 38(a) of the
Federal Rules of Civil Procedure.
PRAYER FOR RELIEF
WHEREFORE, RSC prays for judgment against URI as follows:
1. Dismissing Plaintiffs' claims and granting judgment in favor of
RSC;
2. Declaring that URI has violated Sections 14(e) and 14(d) of the
Exchange Act and the rules promulgated thereunder;
3. Ordering URI to make all appropriate disclosures and to correct
all false or misleading statements and omissions of material fact regarding
its Offer;
4. Temporarily, preliminarily and permanently enjoining URI from
proceeding with its Offer or any future tender offer for the purchase of
RSC's outstanding shares, unless and until URI complies with all applicable
provisions of the federal securities laws and the effects of URI's unlawful
conduct have dissipated;
5. Preliminarily and permanently enjoining URI from voting shares or
soliciting consents or proxies to vote shares in favor of the Nominees or
any other director or officer of United Rentals, Inc.;
<PAGE>
6. Preliminary and permanently enjoining URI from nominating or
attempting to nominate the Nominees or any other director or officer of
United Rentals, Inc., or any person affiliated with URI, to the Board of
Directors of RSC;
7. For a declaration that election of the Nominees or any other
director or officer of United Rentals, Inc. is not a lawful exercise of
RSC's corporate powers and that the nomination of the Nominees is of no
legal effect;
8. Awarding RSC its costs and attorneys' fees incurred in this
action; and,
9. Granting all further relief as the Court may deem just and
proper.
Dated: April 22, 1999
DEFENDANT AND COUNTERCLAIMANT
RENTAL SERVICE CORPORATION
By /s/ William H. Champlin III
----------------------------
William H. Champlin III
CT04202
TYLER COOPER & ALCORN LLP
City Place, 35th Floor
Hartford, CT 06103-3488
(860) 725-6200
(Fax)(860) 278-3802
Its Attorneys
OF COUNSEL
Marc W. Rappel
James J. Farrell
LATHAM & WATKINS
633 W. 5th Street, Suite 4000
Los Angeles, CA 90071
(213) 485-1234
(213) 891-8763
<PAGE>
Exhibit 41
FOR IMMEDIATE RELEASE
RENTAL SERVICE CORPORATION SEEKS TO ENJOIN
UNITED RENTALS CONSENT SOLICITATION
-- Election of United Rentals' Board Nominees Would Violate
Clayton Act Prohibition Against Interlocking Directorates--
SCOTTSDALE, AZ, April 22, 1999 -- Rental Service Corporation (NYSE: RSV) ("RSC")
today filed an amended counterclaim in U.S. District Court for the District of
Connecticut against United Rentals, Inc. and its affiliates seeking to enjoin
United Rentals from proceeding with its unlawful consent solicitation to remove
and replace the RSC Board of Directors.
In its counterclaim, RSC alleges that United Rentals has violated the Clayton
Act by attempting to replace RSC's board with nine nominees, six of whom are
officers and/or directors of United Rentals. Such an election would result in a
violation of Section 8 of the Clayton Act, which prohibits interlocking
directorates between competitors.
A spokesman for RSC said: "United Rentals' attempt to replace our Board with
directors whose election would violate the antitrust laws reflects the cavalier
attitude they have taken in their attempts to acquire RSC. United Rentals has
failed to show the slightest respect for the RSC Board or the value RSC
represents for its stockholders."
RSC's lawsuit demands, among other things, that United Rentals be barred from
voting shares or soliciting consents or proxies in favor of its illegal slate of
director nominees.
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.
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.
<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.
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.
Contacts:
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
# # #
