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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent 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)
UNITED RENTALS, INC.
(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)(1)
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 transactions:
(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:
Portion of a script of remarks of John N. Milne, Vice Chairman, Chief
Acquisition Officer, Secretary and Director of Parent relating to the
Offer, made during a meeting with potential investors held on June 8, 1999.
RENTAL SERVICE CORPORATION TENDER OFFER
As you may be aware, on April 5 we made a $22.75 per share cash tender
offer to acquire Rental Service Corporation, the third largest equipment
rental company in the U.S. We believe our offer, which is a 32% premium to
the RSC share price prior to our offer, represents a very attractive
proposal to the RSC shareholders, both in terms of the premium and the
certainty of cash. Our offer expires on June 18.
Rental Service has 249 branches in 27 states, and the Street estimates that
its revenue this year will be about $780 million.
While we currently have operations in 25 of the 27 states in which Rental
Service operates, RSC has primarily been focused on secondary areas while
we have focused on larger metropolitan regions. By consolidating selected
locations and certain corporate functions, we believe we could achieve
about $20 million in annual cost savings. This is only a rough estimate,
however, since despite our many requests, Rental Service has shared no
information with us.
We are confident that we could efficiently integrate the two companies. At
United Rentals, we have a strong operating infrastructure already in place
to support further expansion. United Rentals and RSC share a common
decentralized operating approach and use the same software system, which
our Wynne Systems subsidiary provided to Rental Service under strict terms
set forth in a license agreement.
This potential acquisition would be in line with a central theme that we
have been talking about since our IPO that as you get bigger in this
industry, you get better. Better in terms of purchasing power, utilizing
equipment, selling used equipment, attracting and retaining talented
employees, and in improving the overall cost structure in general.
I'd now like to turn it over to Wayland to discuss operations.