RENTAL SERVICE CORP
DEFA14A, 1999-06-09
EQUIPMENT RENTAL & LEASING, NEC
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                           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

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[_]  Definitive Proxy Statement

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[x]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                          RENTAL SERVICE CORPORATION
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               (Name of Registrant as Specified In Its Charter)


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<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


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