<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy 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)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
-------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
RENTAL SERVICE CORPORATION BOARD
CONFIRMS INADEQUACY OF UNITED RENTALS OFFER;
WILL FURTHER EXPLORE STRATEGIC ALTERNATIVES
SCOTTSDALE, AZ -- June 9, 1999 -- Rental Service Corporation (NYSE: RSV) ("RSC")
announced today that its Board of Directors, after receiving and evaluating a
joint presentation from its financial advisors, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated, confirmed its previous
determination that the pending tender offer from United Rentals at $22.75 per
share is inadequate and not in the best interests of RSC or its stockholders.
The Board continues to urge RSC's stockholders to reject United Rentals' tender
offer and not to deliver consents to United Rentals with respect to its
solicitation of consents to remove and replace RSC's directors.
The Board also determined that RSC's senior management and its legal and
financial advisors should further explore the Company's strategic alternatives.
The Board authorized its financial and legal advisors to provide confidential
business and financial information and access to RSC's senior management to
third parties who enter into appropriate confidentiality/standstill agreements.
In addition, the Board set August 27, 1999 as the date for the Company's annual
stockholder meeting. Stockholders of record as of July 7, 1999 will be entitled
to vote at the meeting.
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 255
locations throughout the United States and Canada.
Contact Information
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
# # #