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
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14a-6(e)(2))
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[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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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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UNITED RENTALS, INC.
FOUR GREENWICH OFFICE PARK
GREENWICH, CT 06830
APRIL 21, 1999
DEAR RENTAL SERVICE CORPORATION STOCKHOLDER:
On January 20, 1999, Rental Service's board of directors agreed to a
proposed merger with NationsRent, Inc. Under that proposal, the board
would essentially surrender control of your company to NationsRent. If the
merger is completed, NationsRent will designate 5 of the 9 directors on the
board and NationsRent chairman and CEO James Kirk will be CEO.
On April 5, United Rentals, Inc. commenced a $22.75 per share all cash
tender offer for Rental Service shares, which has resulted in a significant
increase in Rental Service's share price.
UNITED RENTALS' SUPERIOR OFFER
Our tender offer presents a far superior alternative to Rental Service's
proposed transaction with NationsRent. United Rentals' $22.75 cash offer
provides:
o a 45% premium to Rental Service's closing price on December 31, 1998
o a 32% premium to the $17.25 closing price of Rental Service shares on
the last trading day prior to our tender offer announcement
o 28% premium to the 30-day average closing price prior to announcement
of our offer
In addition, our offer provides the certainty of cash, compared to the
uncertainty of stock in a combined NationsRent-Rental Service company
controlled by NationsRent's principal stockholders and management.
Our tender offer price is full and fair based on our analysis of the
available public data. WE PAY A FULL AND FAIR PRICE FOR COMPANIES WE
ACQUIRE, BUT WE WILL NOT OVERPAY. In rejecting our offer, Rental Service
incorrectly stated that our transaction would be highly accretive to United
Rentals' earnings. While this transaction would be of strategic benefit to
United Rentals, our analysis shows only modest accretion to our earnings.
The Rental Service board has tried to confuse stockholders by raising
questions about the financing of our offer. The truth is that United
Rentals has a firm commitment from Goldman, Sachs & Co. to provide
financing to complete this transaction and for other corporate purposes.
REMEMBER: No deal with United Rentals means that Rental Service shares may
fall back to $17.25 per share.
THE RENTAL SERVICE BOARD IS DEPRIVING YOU OF YOUR RIGHT TO CHOOSE
Rental Service's management and board agreed to a deal that would
essentially transfer control of your company to NationsRent just six days
after the then-chairman and CEO Martin Reid told us that Rental Service was
not for sale. The board also took a series of steps to severely limit
other offers. For example:
o The board approved an onerous 19.9% lockup option that could MAKE
POOLING OF INTERESTS ACCOUNTING TREATMENT IMPOSSIBLE FOR UNITED RENTALS
OR ANYONE ELSE.
o An unusually high $40 million "break up" fee is payable to NationsRent
if the merger is not completed for certain reasons. The Rental Service
board has committed YOUR MONEY TO PAY THIS EXORBITANT FEE EVEN IF YOU
VOTE AGAINST THE NATIONSRENT MERGER.
o The Rental Service board responded to our offer by adopting a "poison
pill" TO MAKE IT MORE DIFFICULT FOR UNITED RENTALS, OR ANYONE ELSE, TO
BUY YOUR SHARES.
We believe that you should decide for yourself, without the board's
interference, whether to give up control of your company TO NATIONSRENT IN
A NO PREMIUM MERGER, or to accept UNITED RENTALS' 32% PREMIUM CASH TENDER
OFFER.
Send a Message to the Rental Service Board--
TENDER YOUR SHARES NOW
By tendering your shares now, you can send a strong message to the Rental
Service board that they should support our offer. Time is short. Our
tender offer expires on April 30, 1999. We urge you to tender your shares
today.
Sincerely,
Bradley Jacobs
Chairman and Chief Executive Officer
IF YOU HAVE QUESTIONS, OR NEED ASSISTANCE WITH TENDERING YOUR SHARES YOU
MAY CALL GEORGESON & COMPANY INC.
BANKS AND BROKERS, CALL TOLL FREE (212) 440-9800
ALL OTHERS, CALL COLLECT 1-800-223-2064
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); 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); and the
alternate nominees of United Rentals (the "Alternate Nominees") to stand
for election to the Board of Directors of Rental Service (Messrs. William
Aaron, David Bronner, Peter Gold, David Katz, Elliot Levine and Jeffrey
Parker).
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 as set forth herein, as of the date hereof,
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.
