<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 AND NATIONSRENT, INC.
TERMINATE MERGER AGREEMENT
--RSC Board to Explore Strategic Alternatives--
SCOTTSDALE, AZ, May 20, 1999--Rental Service Corporation (NYSE: RSV) ("RSC")
today announced that RSC and NationsRent, Inc. (NYSE: NRI) have mutually agreed
to terminate their January 20, 1999 merger agreement. In connection with the
termination of the merger agreement, RSC has agreed to reimburse NationsRent in
the amount of $6 million for certain out-of-pocket expenses incurred by
NationsRent in connection with the merger agreement. RSC also announced that RSC
and NationsRent separately agreed to terminate and cancel the stock option
agreements and the associated stock options granted by each of RSC and
NationsRent to the other on January 20, 1999.
The board of directors of RSC also announced that, in light of the termination
of the NationsRent merger, it has requested that its financial advisors, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated, conduct a review and evaluation of RSC's strategic alternatives
and that the results of their review and evaluation be promptly reported to the
RSC board for its consideration.
Until such time as this review and evaluation process is completed, the RSC
board continues to recommend that RSC's stockholders reject the pending tender
offer of United Rentals, Inc. (NYSE: URI) which the RSC board previously
determined to be inadequate and not in the best interests of RSC or its
stockholders. The RSC board also urges RSC's stockholders not to deliver
consents to United Rentals with respect to United Rentals' solicitation of
consents to remove and replace the directors on the RSC board.
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 253
locations throughout the United States and Canada.
<PAGE>
Contact Information
Rental Service Corporation Kekst and Company
Robert M. Wilson, 480/905-3300 Thomas Davies or David Kronfeld, 212/521-4800
Certain Information Concerning Participants
Rental Service Corporation ("RSC") and certain other persons named below
may be deemed to be "participants" in the solicitation of revocations of
consents in response to the consent solicitation by United Rentals, Inc.
("United Rentals"). The participants in this solicitation may include the
directors of RSC (Martin R. Reid (Chairman of the Board and Chief Executive
Officer), William M. Barnum, Jr., James R. Buch, David P. Lanoha, Christopher A.
Laurence, Eric L. Mattson, Britton H. Murdoch and John M. Sullivan); and the
following executive officer: Robert M. Wilson (Executive Vice President, Chief
Financial Officer, Secretary and Treasurer). As of April 30, 1999, Martin R.
Reid beneficially owned 538,545 shares, or 2.2%, of RSC's common stock, and
William M. Barnum, Jr. beneficially owned 455,317 shares, or 1.8%, of RSC's
common stock. None of the other foregoing participants individually or in the
aggregate beneficially owns in excess of 1% of RSC's common stock.
Pursuant to the terms of separate engagement letters, each effective as of
April 5, 1999, RSC retained Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Merrill Lynch") and Morgan Stanley & Co. Incorporated ("Morgan Stanley") as
its financial advisors with respect to United Rentals' offer to purchase RSC's
common stock, for which Merrill Lynch and Morgan Stanley may receive substantial
fees. Pursuant to the engagements of Merrill Lynch and Morgan Stanley, RSC has
also agreed to reimburse each of Merrill Lynch and Morgan Stanley, respectively,
for certain reasonable out-of-pocket expenses (including the reasonable fees and
disbursements of legal counsel) and to indemnify each of Merrill Lynch and
Morgan Stanley and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements. In addition, Merrill Lynch Capital
Corporation ("MLCC"), along with three other lending institutions, has entered
into a commitment letter with RSC and NationsRent, Inc. ("NationsRent") relating
to financing activity in connection with the previously proposed merger of RSC
and NationsRent (which has been terminated by the parties thereto) pursuant to
which MLCC may receive customary fees as well as reimbursement of reasonable
out-of-pocket expenses.
Merrill Lynch and Morgan Stanley are investment banking firms that provide
a full range of financial services for institutional and individual clients.
Although neither Merrill Lynch nor Morgan Stanley admit that they or any of
their respective directors, officers, employees or affiliates are a
"participant," as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, or that such Schedule 14A requires the
disclosure of certain information concerning Merrill Lynch and Morgan Stanley,
each of Merrill Lynch and Morgan Stanley may assist RSC in such a solicitation.
In the normal course of business, each of Merrill Lynch and Morgan Stanley may
trade securities of RSC for its own account and the account of its customers
and, accordingly, may at any time hold a long or short position in such
securities. As of May 10, 1999, Merrill Lynch held a net long position of 436
shares of RSC's common stock. As of May 10, 1999, Morgan Stanley held a net
short position of 17,100 shares of RSC's common stock. In connection with its
role as financial advisors to RSC, Merrill Lynch and the following investment
banking employees of Merrill Lynch may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of RSC: Paul A. Stefanick, James H. Caldwell and Jack C.
MacDonald. In connection with its role as financial advisors to RSC, Morgan
Stanley and the following investment banking employees of Morgan Stanley may
communicate in person, by telephone or otherwise with a limited number of
institutions, brokers and other persons who are stockholders of RSC: R. Bradford
Evans, Paul J. Taubman, Glenn R. Robson, Neil B. Morganbesser and Pietro
Cinquegrana.
