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 [ ]
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[ ] 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)
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FOR IMMEDIATE RELEASE
UNITED RENTALS URGES REMOVAL OF RENTAL SERVICE BOARD
Urges Rental Service Stockholders To Tender Shares At $22.75 Per Share
GREENWICH, CT, April 16, 1999 - United Rentals, Inc. (NYSE: URI) said
today that it is proceeding as previously announced with its $22.75 per
share all cash tender offer for the shares of Rental Service Corp. (NYSE:
RSV), and for the removal of the Rental Service board through a consent
solicitation.
Bradley Jacobs, chairman and chief executive officer of United
Rentals, said, "Rental Service's actions today confirm our view that the
current Rental Service board is not acting in the best interests of Rental
Service stockholders. We urge the Rental Service stockholders to express
their disapproval with the Rental Service board's decisions by tendering
their shares to United Rentals."
Noting Rental Service's first quarter earnings release today and its
14D-9 filing, Mr. Jacobs continued, "We are carefully reviewing the
documents and have numerous concerns. Among other things, we question
Rental Service's estimates of accretion and other measures of value."
"We strongly believe that the Rental Service stockholders will see
the superiority of our $22.75 per share, all cash tender offer, which
represents a 32% premium over Rental Service's closing price prior to the
announcement of our offer," said Mr. Jacobs.
United Rentals is the largest equipment rental company in North
America and serves over 900,000 customers through its network of 470
locations in 40 states, Canada and Mexico.
This press release is neither an offer to purchase nor a solicitation
of an offer to sell any shares of Rental Service Corp. Such offer is made
solely by the Offer to Purchase dated April 5, 1999 of United Rentals, Inc.
and UR Acquisition Corporation and the related Letter of Transmittal. In
addition, this press release should not be construed to constitute a
solicitation of proxies for any meeting of the stockholders of Rental
Service, nor should this press release be construed to constitute a
solicitation of any consent. Any such solicitation which United Rentals or
any affiliate thereof might make would be made only pursuant to separate
proxy or consent materials prepared and filed with the Securities and
Exchange Commission in compliance with the requirements of the Securities
Exchange Act of 1934.
Certain Information Concerning Participants
United Rentals, Inc. ("United Rentals"), UR Acquisition Corporation
("UR Acquisition") and the following persons named below may be deemed to
be "participants" in the solicitation of consents and/or proxies from
stockholders of Rental Service Corporation ("Rental Service"): the
directors of United Rentals (Bradley S. Jacobs (Chairman of the Board and
Chief Executive Officer), Wayland R. Hicks (Vice Chairman and Chief
Operating Officer), John N. Milne (Vice Chairman, Chief Acquisition Officer
and Secretary), William F. Berry (President), John S. McKinney (Vice
President, Finance), Leon D. Black, Richard D. Colburn, Ronald M. DeFeo,
Michael S. Gross, Richard J. Heckmann, Gerald Tsai, Jr. and Christian M.
Weyer); the following executive officers and employees of United Rentals:
Michael J. Nolan (Chief Financial Officer) and Robert P. Miner (Vice
President, Strategic Planning); and the nominees of United Rentals (the
"Nominees") to stand for election to the Board of Directors of Rental
Service (Messrs. Jacobs, Richard N. Daniel, Heckmann, Hicks, Milne, Nolan,
Raymond S. Troubh and Tsai, and Ms. Stephanie R. Joseph).
As of the date hereof, United Rentals is the beneficial owner of 100
shares of common stock, par value $0.01 per share (the "Common Stock"), of
Rental Service. Other than set forth herein, as of such date, neither
United Rentals, UR Acquisition nor any of the persons listed above, has any
interest, direct or indirect, by security holding or otherwise, in Rental
Service.
United Rentals has retained Goldman, Sachs & Co. ("Goldman Sachs") to
act as its financial advisor and the Dealer Managers in connection with the
tender offer (the "Offer") by United Rentals and UR Acquisition to purchase
the shares of Common Stock of Rental Service for $22.75 per share in cash,
for which Goldman Sachs may receive substantial fees, as well as
reimbursement of reasonable out-of-pocket expenses. In addition, United
Rentals has agreed to indemnify Goldman Sachs and certain related persons
against certain liabilities, including certain liabilities under the
federal securities laws, arising out of its engagement. United Rentals has
also entered into a commitment letter with Goldman Sachs Credit Partners
L.P. ("GSCP") relating to the financing of the Offer pursuant to which GSCP
may receive substantial fees, as well as reimbursement of reasonable
out-of-pocket expenses. Goldman Sachs does not admit that it or any of its
partners, directors, officers, employees, affiliates or controlling
persons, if any, is a "participant" as defined in Schedule 14A promulgated
under the Securities Exchange Act of 1934, as amended, in the solicitation
of consents and/or proxies, or that Schedule 14A requires the disclosure of
certain information concerning Goldman Sachs. In connection with Goldman
Sachs' role as financial advisor to United Rentals, the following
investment banking employees of Goldman Sachs may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or
other persons who are stockholders of Rental Service and may solicit
consents and/or proxies there from: Bruce J. Evans, Robert D. Lipman,
Jeffrey M. Moslow and Cody J. Smith. Goldman Sachs engages in a full range
of investment banking, securities trading, market-making and brokerage
services for institutional and individual clients. In the normal course of
its business Goldman Sachs may trade securities of Rental Service for its
own account and the accounts of its customers, and accordingly, may at any
time hold a long or short position in such securities. Goldman Sachs has
informed United Rentals that, as of the date hereof, Goldman Sachs held no
shares of the Common Stock of Rental Service for its own account. Goldman
Sachs and certain of its affiliates may have voting and dispositive power
with respect to certain shares of Rental Service Common Stock held in asset
management, brokerage and other accounts. Goldman Sachs and such affiliates
disclaim beneficial ownership of such shares of Rental Service Common
Stock.
###
Investor contact: Media contact:
Robert Miner Fred Bratman or Tracy Williams
United Rentals Sard Verbinnen & Co.
Phone: 203-622-3131 Phone: 212-687-8080
Fax: 203-622-6080 Fax: 212-687-8344
E-mail: [email protected] E-mail: [email protected]
or [email protected]
