REVISED PRELIMINARY COPY - - SUBJECT TO COMPLETION
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:
[X] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
[ ] Definitive Additional Materials
[ ] 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:
REVISED PRELIMINARY COPY - - SUBJECT TO COMPLETION
[United Rentals Logo]
May [ ], 1999
Dear Rental Service Stockholder:
On April 5, 1999, United Rentals, Inc., through a wholly owned
subsidiary, commenced a $22.75 per share all cash tender offer for all
outstanding shares of Rental Service Corporation common stock. In addition,
United Rentals has proposed a second-step merger of the two companies
pursuant to which each share of Rental Service common stock not acquired in
the tender offer would be converted into the right to receive in cash the
highest price per share paid by United Rentals in the tender offer.
Following the merger, Rental Service would become a wholly owned subsidiary
of United Rentals.
As you know, NationsRent, Inc. and Rental Service previously entered
into a merger agreement in which each outstanding share of NationsRent
common stock would be converted into 0.355 of a share of Rental Service
common stock. In that transaction, you would continue to retain your shares
in the combined Rental Service/NationsRent, and NationsRent stockholders
would end up owning approximately 45% of the combined company.
We believe that our tender offer, which provides a cash premium of
approximately 32% over the closing market price per share of Rental Service
common stock on the last trading day prior to the announcement of such
offer, provides a significant premium and more certain value to you than
the proposed NationsRent/Rental Service merger.
There are a number of conditions to consummation of our tender offer,
including approval of the offer by the Board of Directors of Rental
Service. United Rentals is today commencing a solicitation of written
consents from Rental Service stockholders to remove the existing Rental
Service Board of Directors and replace them with nominees of United
Rentals, who, subject to their fiduciary duties as directors, intend to
approve the United Rentals offer and proposed second-step merger of Rental
Service and United Rentals and to take certain other actions to facilitate
the consummation of the offer. The specific features of United Rentals'
proposals, as well as the consent procedure, are described in the
accompanying Consent Statement.
Even if you have sold your shares since the record date, you still
retain voting rights in connection with this consent solicitation. Your
failure to vote may adversely affect those who continue to be stockholders.
In fairness to other stockholders, United Rentals urges you to vote all
shares that you were entitled to vote as of the record date for the consent
solicitation, on the enclosed BLUE consent card.
WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND RETURN
THE BLUE CONSENT CARD TODAY.
Thank you for your consideration and support.
Sincerely,
Bradley S. Jacobs
Chairman and Chief Executive Officer
United Rentals, Inc.
- ------------------------------------------------------------------------------
IMPORTANT
1. If your Rental Service shares are held in your own name, please sign,
date and mail the enclosed BLUE consent card to Georgeson & Company
Inc. ("Georgeson") in the postage-paid envelope provided.
2. If your Rental Service shares are held in "street-name," only your
broker or bank can vote your shares and only upon receipt of your
specific instructions. If your shares are held in "street- name,"
deliver the enclosed BLUE consent card to your broker or bank and
contact the person responsible for your account to ensure that a BLUE
consent card is submitted on your behalf. United Rentals urges you to
confirm in writing your instructions to the person responsible for
your account and to provide a copy of those instructions to United
Rentals in care of Georgeson & Company Inc., Wall Street Plaza, New
York, NY 10005 so that United Rentals will be aware of all
instructions given and can attempt to ensure that such instructions
are followed.
3. Since United Rentals must receive consents from a majority of all of
Rental Service's outstanding shares in order for its nominees to be
elected, a failure to consent will have the same effect as a "no"
vote with respect to United Rentals' solicitation. United Rentals
urges each stockholder to ensure that the record holder of his or her
shares, signs, dates and returns the enclosed consent card as soon as
possible.
If you have any questions or require any assistance in executing your
consent, please call:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064
THIS CONSENT STATEMENT RELATES SOLELY TO THE SOLICITATION OF CONSENTS
TO THE PROPOSALS SET FORTH HEREIN AND IS NEITHER A REQUEST FOR THE TENDER
OF RENTAL SERVICE COMMON STOCK NOR AN OFFER WITH RESPECT THERETO NOR A
SOLICITATION OF PROXIES FROM HOLDERS OF RENTAL SERVICE COMMON STOCK IN
OPPOSITION TO THE PROPOSED RENTAL SERVICE/NATIONSRENT MERGER. THE UNITED
RENTALS TENDER OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER TO PURCHASE
AND RELATED LETTER OF TRANSMITTAL, AND THE UNITED RENTALS PROXY
SOLICITATION IN OPPOSITION TO THE PROPOSED RENTAL SERVICE/NATIONSRENT
MERGER IS BEING MADE ONLY BY MEANS OF A PROXY STATEMENT AND RELATED PROXY
CARD, ALL OF WHICH HAVE BEEN OR WILL BE SEPARATELY MAILED TO RENTAL SERVICE
STOCKHOLDERS.
- ------------------------------------------------------------------------------
REVISED PRELIMINARY COPY - - SUBJECT TO COMPLETION
May __, 1999
CONSENT STATEMENT
OF
UNITED RENTALS, INC.
This Consent Statement and the enclosed BLUE consent card are being
furnished by United Rentals, Inc., a Delaware corporation ("United
Rentals"), in connection with the solicitation by United Rentals of written
consents from the holders of shares of common stock, par value $.01 per
share (the "Shares" or the "Rental Service Common Stock"), of Rental
Service Corporation, a Delaware corporation ("Rental Service"), to take the
following actions without a stockholders' meeting, as permitted by Delaware
law:
(1) Remove all eight existing members of the Rental Service
Board of Directors (the "Rental Service Board") and any person(s)
elected or designated by any of such directors to fill
any vacancy or newly created directorship;
(2) Elect William E. Aaron, David A. Bronner, Richard N.
Daniel, Peter Gold, Stephanie R. Joseph, David C. Katz, Elliot H.
Levine, Jeffrey M. Parker and Raymond S. Troubh (collectively, the
"Nominees") as the directors of Rental Service; provided, that, in
the event that the Rental Service Board continues to be fixed at
eight (or fewer) directors, the Nominees who receive the greatest
number of votes shall fill all available seats on the Rental Service
Board; and
(3) Repeal each provision of Rental Service's Amended and
Restated Bylaws (the "Rental Service Bylaws") or amendment thereto
adopted subsequent to January 20, 1999 and prior to the effectiveness
of any of the Proposals (as defined below).
The foregoing actions (collectively, the "Proposals") are designed to
expedite the prompt consummation of a $22.75 per share cash tender offer by
UR Acquisition Corporation ("UR Acquisition"), a Delaware corporation and a
wholly owned subsidiary of United Rentals, to acquire all of the
outstanding Shares, which is described in more detail below. Stockholders
of Rental Service are asked to express their consent to the Proposals on
the accompanying BLUE consent card. None of the Proposals is subject to, or
conditioned upon, the adoption of any of the other Proposals; however,
Proposal 2 cannot be effected unless Proposal 1 is adopted.
UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS.
On April 5, 1999, UR Acquisition commenced an offer to purchase all
outstanding Shares, at a price of $22.75 per Share, net to the seller in
cash (the "Offer Price"), upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 5, 1999 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the
"Offer"). On April 1, 1999, the last full trading day prior to the
announcement of the Offer, the closing price of the Shares on the New York
Stock Exchange ("NYSE") was $17.25 per Share. Accordingly, the Offer of
$22.75 per Share represents a premium of approximately 32% over the closing
price per Share prior to the announcement of the Offer.
Complete information about the Offer is contained in the Offer to
Purchase, which is available upon request from the Information Agent for
the Offer, Georgeson & Company Inc. ("Georgeson"), and in United Rentals'
Tender Offer Statement on Schedule 14D-1 (as amended or supplemented from
time to time, the "Schedule 14D-1") which has been filed with the
Securities and Exchange Commission (the "Commission"). The Schedule 14D-1,
including exhibits thereto, should be available for inspection and copies
should be obtainable in the manner set forth under "CERTAIN INFORMATION
CONCERNING UNITED RENTALS" (except that such material will not be available
at the regional offices of the Commission). The Commission also maintains a
website at http://www.sec.gov that contains a copy of the Schedule 14D-1.
Such material should also be available for inspection at the offices of the
New York Stock Exchange, 20 Broad Street, New York, NY 10005.
THIS CONSENT STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES
NOR AN OFFER WITH RESPECT THERETO. THE OFFER IS BEING MADE ONLY BY MEANS OF
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.
The purpose of the Offer is to enable United Rentals to acquire
control of, and the entire equity interest in, Rental Service. The Offer,
as the first step in the acquisition of Rental Service, is intended to
facilitate the acquisition of all the Shares. United Rentals has sought to
negotiate with Rental Service with respect to the acquisition of Rental
Service by United Rentals, including seeking to have Rental Service
consummate a merger or similar business combination with UR Acquisition or
another direct or indirect wholly owned subsidiary of United Rentals (the
"Proposed United Rentals Merger"). The purpose of the Proposed United
Rentals Merger is to acquire all Shares not tendered and purchased pursuant
to the Offer or otherwise. Pursuant to the Proposed United Rentals Merger,
each then outstanding Share (other than Shares owned by UR Acquisition,
United Rentals or any of their subsidiaries, Shares held in the treasury of
Rental Service and Shares owned by stockholders who perfect any available
appraisal rights under the Delaware General Corporation Law, as amended
(the "DGCL")), would be converted into the right to receive an amount in
cash equal to the Offer Price.
NationsRent, Inc. ("NationsRent") and Rental Service have agreed to a
proposed merger transaction (the "Proposed NationsRent Merger") wherein
each issued and outstanding share of NationsRent common stock (the
"NationsRent Common Stock"), other than NationsRent Common Stock held by
NationsRent, Rental Service or any of their direct or indirect
subsidiaries, would be converted into and become exchangeable for 0.355 of
a Share. You, as a stockholder of Rental Service, would continue to retain
your Shares following the Proposed NationsRent Merger. As a result of the
Proposed NationsRent Merger, NationsRent stockholders would end up owning
approximately 45% of a combined Rental Service/NationsRent.
In connection with the Proposed NationsRent Merger, Rental Service
and NationsRent entered into an Agreement and Plan of Merger, dated as of
January 20, 1999 (the "NationsRent Merger Agreement"), which provides,
among other things, that the termination of the NationsRent Merger
Agreement by Rental Service under certain specified circumstances will
require Rental Service to pay NationsRent $35 million as a termination fee
and an additional $5 million in expenses (collectively, the "NationsRent
Termination Fee").
In connection with the execution of the NationsRent Merger Agreement,
Rental Service also entered into an option agreement with NationsRent (the
"NationsRent Option Agreement"). In the NationsRent Option Agreement,
Rental Service granted NationsRent an option (the "NationsRent Option") to
purchase 4,795,431 Shares (subject to certain adjustments), or
approximately 19.9% of Rental Service's issued and outstanding Shares on
January 19, 1999, at $23.25 per Share, subject to adjustment in certain
circumstances; provided, that, in no case will the total profit realized by
NationsRent under the NationsRent Option and the NationsRent Termination
Fee (not including the expense reimbursement provisions) exceed $35
million. The NationsRent Option becomes exercisable upon the occurrence of
any event that would result in NationsRent being entitled to a termination
fee under the NationsRent Merger Agreement.
The foregoing description of the NationsRent Merger Agreement and the
NationsRent Option Agreement is qualified in its entirety by reference to
the full text of the NationsRent Merger Agreement and the NationsRent
Option Agreement, copies of which have been included by NationsRent as
exhibits to NationsRent's Current Report on Form 8-K, filed with the
Commission on April 7, 1999.
The Offer by UR Acquisition is conditioned upon, among other things,
the NationsRent Merger Agreement being terminated, Rental Service entering
into a definitive merger agreement with United Rentals (the "Merger
Agreement Condition"), and UR Acquisition being satisfied, in its
reasonable judgment, that the provisions of Section 203 of the DGCL
("Section 203") are inapplicable to the Offer and the Proposed United
Rentals Merger (the "Section 203 Condition"). See "CONDITIONS TO THE
OFFER."
On April 16, 1999, Rental Service adopted a Stockholder Rights Plan.
In connection with the Rights Agreement, dated as of April 16, 1999,
between Rental Service and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agreement"), the Rental Service Board declared a
dividend of one preferred share purchase right (the "Rights") for each
Share outstanding at the close of business on April 30, 1999. The Rights
Agreement, if not invalidated or otherwise made inapplicable to United
Rentals, UR Acquisition, the Offer and the Proposed United Rentals Merger,
will make the acquisition of Shares pursuant to the Offer and the Proposed
United Rentals Merger impracticable.
Accordingly, pursuant to the Proposals, United Rentals is seeking to
elect to the Rental Service Board persons who, subject to their fiduciary
duties as directors of Rental Service, intend to (a)(i) redeem the Rights,
amend the Rights Agreement or otherwise to make the Rights Agreement
inapplicable to United Rentals, UR Acquisition, the Offer and the Proposed
United Rentals Merger, (ii) take all necessary action to satisfy the
conditions of the Offer, including the Merger Agreement Condition and the
Section 203 Condition, and (iii) take such other actions as may be required
to expedite the prompt consummation of the Offer and the Proposed United
Rentals Merger, or (b) if any other transaction offering more value to
Rental Service's stockholders is proposed, take actions to facilitate such
a transaction. Accordingly, one possible result of the adoption of the
Proposals could be to facilitate the consummation of the Offer and the
Proposed United Rentals Merger.
Proposals 1 and 2 will become effective when properly completed and
unrevoked consents are signed by the holders of record, as of the close of
business on the Record Date (as defined below), of a majority of the Shares
then outstanding and are delivered to Rental Service. Proposal 3 will
become effective when properly completed and unrevoked consents are signed
by the holders of record, as of the close of business on the Record Date,
representing 662/3% of the Shares then outstanding and are delivered to
Rental Service. None of the Proposals is subject to, or conditioned upon,
the adoption of any of the other Proposal; however, Proposal 2 cannot be
effected unless Proposal 1 is adopted.
This Consent Statement and the related BLUE consent card are first
being sent or given on or about May __, 1999 to all holders of record of
Shares on May 13, 1999 (the "Record Date"). On the Record Date, United
Rentals and UR Acquisition were the beneficial owners of 100 Shares.
ADOPTION OF THE PROPOSALS, INCLUDING REMOVAL OF THE EXISTING
MEMBERS OF THE RENTAL SERVICE BOARD AND ELECTION OF THE NOMINEES, IS
AN IMPORTANT STEP TOWARD PROMPT CONSUMMATION OF THE OFFER AND THE
PROPOSED UNITED RENTALS MERGER. ACCORDINGLY, YOU ARE URGED TO
PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED BLUE CONSENT CARD. YOU MUST
SEPARATELY TENDER YOUR SHARES PURSUANT TO THE OFFER IF YOU WISH TO
PARTICIPATE IN THE OFFER. EXECUTING A CONSENT DOES NOT OBLIGATE YOU TO
TENDER YOUR SHARES PURSUANT TO THE OFFER, AND YOUR FAILURE TO EXECUTE A
CONSENT DOES NOT PREVENT YOU FROM TENDERING YOUR SHARES PURSUANT TO THE
OFFER.
United Rentals and UR Acquisition have retained Georgeson to assist
in the solicitation of consents to the Proposals.
If your Shares are registered in your own name, please sign, date and
mail the enclosed BLUE consent card to Georgeson in the postage-paid
envelope provided. If your Shares are held in the name of a brokerage firm,
bank nominee or other institution, you should contact the person in charge
of your account and give instructions to have the BLUE consent card with
respect to your Shares to be signed, dated and mailed. Only that
institution can execute a BLUE consent card with respect to your Shares and
only upon receipt of specific instructions from you. United Rentals urges
you to confirm in writing your instructions to the person responsible for
your account and to provide a copy of those instructions to United Rentals
in care of Georgeson & Company Inc., Wall Street Plaza, New York, NY 10005
so that UR Acquisition will be aware of all instructions given and can
attempt to ensure that such instructions are followed.
If you have any questions about executing your consent or require
assistance, please contact:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064
TABLE OF CONTENTS
Page
----
SUMMARY......................................................................1
REASONS FOR THE SOLICITATION ................................................2
THE PROPOSALS ...............................................................3
THE OFFER AND THE PROPOSED UNITED RENTALS MERGER ............................8
CONDITIONS TO THE OFFER......................................................8
THE PROPOSED NATIONSRENT MERGER.............................................10
BACKGROUND OF THE OFFER.....................................................11
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ............................13
CERTAIN INFORMATION CONCERNING UNITED RENTALS...............................14
SOLICITATION OF CONSENTS....................................................15
INFORMATION ABOUT PARTICIPANTS IN THE CONSENT SOLICITATION..................16
CONSENT PROCEDURE ..........................................................17
EFFECTIVENESS AND REVOCATION OF CONSENTS ...................................18
SPECIAL INSTRUCTIONS........................................................19
CERTAIN LITIGATION..........................................................20
FORWARD-LOOKING STATEMENTS..................................................21
OTHER INFORMATION...........................................................21
SCHEDULE I.................................................................I-1
SCHEDULE II...............................................................II-1
SUMMARY
The following is a summary of material information contained in this
Consent Statement. The information in this summary is qualified in its
entirety by reference to the more detailed information appearing elsewhere
in this Consent Statement.
The Proposals
United Rentals is soliciting written consents from Rental Service
stockholders to remove all eight existing directors of Rental Service,
elect the Nominees to serve as the directors of Rental Service and amend
the Company Bylaws to eliminate any provision of the Rental Service Bylaws
or amendment thereto adopted after January 20, 1999 and prior to the
effectiveness of the Proposals. The Nominees, if elected, intend to (a)(i)
redeem the Rights, amend the Rights Agreement or otherwise make the Rights
Agreement inapplicable to United Rentals, UR Acquisition, the Offer and the
Proposed United Rentals Merger, (ii) take all necessary action to satisfy
the conditions to the Offer, including the Merger Agreement Condition and
the Section 203 Condition, and (iii) take such other actions as may be
required to expedite the prompt consummation of the Offer and the Proposed
United Rentals Merger or (b) if any other transaction offering more value
to Rental Service stockholders is proposed, take actions to facilitate such
a transaction, subject in all cases to fulfillment of the fiduciary duties
that they would have as directors of Rental Service. Accordingly, adoption
of the Proposals would facilitate the consummation of the Offer and the
Proposed United Rentals Merger.
The Offer and the Proposed United Rentals Merger
On April 5, 1999, UR Acquisition commenced the Offer, which provides
for the purchase of all outstanding Shares at the Offer Price ($22.75 per
Share). The purpose of the Offer is to enable United Rentals to acquire
control of, and the entire equity interest in, Rental Service. The Offer,
as the first step in the acquisition of Rental Service, is intended to
facilitate the acquisition of all the Shares. The purpose of the Proposed
United Rentals Merger is to acquire all Shares not tendered and purchased
pursuant to the Offer or otherwise. Pursuant to the Proposed United Rentals
Merger, each then outstanding Share (other than Shares owned by UR
Acquisition, United Rentals or any of their subsidiaries, Shares held in
the treasury of Rental Service and Shares owned by stockholders who perfect
any available appraisal rights under the DGCL) would be converted into the
right to receive an amount in cash equal to the Offer Price.
On April 1, 1999, the last full trading day before the first public
announcement of the commencement the Offer, the closing price of the Rental
Service Shares on the NYSE was $17.25.
Although the adoption of the Proposals is an important step toward
prompt consummation of the Offer and the Proposed United Rentals Merger,
stockholders of Rental Service are not being asked to tender their Shares
pursuant to this consent solicitation or to consent to or vote on the
Proposed United Rentals Merger at this time.
Voting Securities
The Shares constitute the only class of voting securities of Rental
Service. Accordingly, only holders of Shares are entitled to execute
consents.
Consent Procedures
United Rentals will pay all costs in connection with its solicitation
of consents. The consents are being solicited pursuant to the procedures
established by Sections 228 of the DGCL. Stockholders of Rental Service of
record as of the close of business on the Record Date are entitled to
consent to the Proposals. Proposals 1 and 2 will become effective only if
properly completed and unrevoked consents are returned by holders of record
on the Record Date of a majority of the total number of Shares then
outstanding, and Proposal 3 will become effective only if properly
completed and unrevoked consents are returned by holders of record on the
Record Date of 662/3% of the total number of Shares then outstanding. The
failure to execute and return a consent will have the same effect as voting
against the Proposals. None of the Proposals is subject to, or conditioned
upon, the adoption of any of the other Proposals; however, Proposal 2
cannot be effected unless Proposal 1 is adopted. To be effective, the
requisite consents must be delivered to Rental Service within 60 days of
the earliest dated consent delivered to Rental Service.
NationsRent Merger
In the Proposed NationsRent Merger, all outstanding shares of
NationsRent Common Stock, other than those beneficially owned by Rental
Service or NationsRent, would be converted into 0.355 of a Share of Rental
Service common stock. Stockholders of Rental Service would continue to
retain their Shares after the Proposed NationsRent Merger. As a result of
the Proposed NationsRent Merger, NationsRent stockholders would end up
owning approximately 45% of the combined companies. In connection with the
Proposed NationsRent Merger, the parties thereto entered into the
NationsRent Merger Agreement, which provides, among other things, that the
termination of the NationsRent Merger Agreement by Rental Service under
certain specified circumstances will require Rental Service to pay
NationsRent $35 million as a termination fee and an additional $5 million
in expenses. Furthermore, in connection with the execution of the
NationsRent Merger Agreement, Rental Service also entered into the
NationsRent Option Agreement, pursuant to which Rental Service granted
NationsRent an option to purchase 4,795,431 Shares (subject to certain
adjustments), or approximately 19.9% of Rental Service's issued and
outstanding Shares on January 19, 1999, at $23.25 per Share, subject to
adjustment in certain circumstances; provided, that, in no case will the
total profit realized by NationsRent under the NationsRent Option and the
NationsRent Termination Fee (not including the expense reimbursement
provisions) exceed $35 million.
Other information
For a summary of the litigation relating to, among other things, the
Offer and this consent solicitation, see "CERTAIN LITIGATION" below.
For a description of the background of the Offer, see "BACKGROUND OF
THE OFFER" below.
REASONS FOR THE SOLICITATION
United Rentals is soliciting written consents to the Proposals in
order to expedite the prompt consummation of the Offer and the Proposed
United Rentals Merger. The purpose of the Offer and the Proposed United
Rentals Merger is to enable United Rentals to acquire control of, and the
entire equity interest in, Rental Service. AS DESCRIBED BELOW, THE
NOMINEES, IF ELECTED, INTEND TO REDEEM THE RIGHTS, AMEND THE RIGHTS
AGREEMENT OR OTHERWISE MAKE THE RIGHTS AGREEMENT INAPPLICABLE TO UNITED
RENTALS, UR ACQUISITION, THE OFFER AND THE PROPOSED UNITED RENTALS MERGER
AND SUPPORT THE OFFER AND THE PROPOSED UNITED RENTALS MERGER, SUBJECT IN
ALL CASES TO FULFILLMENT OF FIDUCIARY DUTIES THEY WOULD HAVE AS DIRECTORS
OF RENTAL SERVICE.
United Rentals believes that the Offer and the Proposed United
Rentals Merger are in the best interests of the stockholders of Rental
Service because, among other things, the consideration that would be
received by stockholders in the Offer and the Proposed United Rentals
Merger reflects a substantial and certain premium over the closing price of
the Shares prior to the public announcement of the Offer. The Offer and the
Proposed United Rentals Merger provide for a cash payment of $22.75 per
Share, representing a premium of approximately 32% over the $17.25 price
per Share closing price on the last trading day prior to the announcement
of the Offer.
The Nominees, if elected, intend to (a)(i) redeem the Rights, amend
the Rights Agreement or otherwise make the Rights Agreement inapplicable to
United Rentals, UR Acquisition, the Offer and the Proposed United Rentals
Merger, (ii) take all necessary action to satisfy the conditions to the
Offer, including the Merger Agreement Condition and Section 203 Condition,
and (iii) take such other actions as may be required to expedite the prompt
consummation of the Offer and the Proposed United Rentals Merger or (b) if
any other transaction offering more value to Rental Service's stockholders
is proposed, take such actions as are necessary to facilitate such a
transaction, subject in all cases to fulfillment of the fiduciary duties
that they would have as directors of Rental Service. Accordingly, adoption
of the Proposals would facilitate the consummation of the Offer and the
Proposed United Rentals Merger.
THE PROPOSALS
United Rentals is seeking written stockholder consents without a
meeting to the Proposals, which consist of taking the following actions:
(1) Remove all eight existing members of the Rental Service
Board and any person(s) elected or designated by any of such
directors to fill any vacancy or newly created directorship;
(2) Elect the Nominees as directors of Rental Service;
provided, that, in the event that the Rental Service Board continues
to be fixed at eight (or fewer) directors, the Nominees who receive
the greatest number of votes shall fill all available seats
on the Rental Service Board;
and
(3) Repeal each provision of the Rental Service Bylaws or
amendment thereto adopted subsequent to January 20, 1999 and prior to
the effectiveness of any of the Proposals.
None of the Proposals is subject to, or conditioned upon, the
adoption of any of the other Proposals; however, Proposal 2 cannot be
effected unless Proposal 1 is adopted.
UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS.
Removal of Directors. The Proposals include the removal of all eight
existing Rental Service directors and any other person who may be a
director at the time the action proposed to be taken by this consent
procedure becomes effective. Rental Service's current directors are Martin
R. Reid , Daniel P. Lanoha, William M. Barnum, Jr., James R. Buch,
Christopher A. Laurence, Eric L. Mattson, Britton H. Murdoch and John M.
Sullivan.
Pursuant to Section 3.03 of the Rental Service Bylaws, any director
or the entire Board of Directors may be removed, with or without cause.
Election of Nominees. The Proposals include the election as directors
of Rental Service the nine Nominees named in the table below, each of whom
has consented to serve as a nominee and to serve as a director, if elected,
until the next annual meeting of stockholders and until his or her
successor has been elected and qualified; provided, that, in the event that
the Rental Service Board continues to be fixed at eight (or fewer)
directors, the Nominees who receive the greatest number of votes shall fill
the available seats on the Rental Service Board. None of the Nominees is a
director or officer of United Rentals or its affiliates.
The Rental Service Board is currently comprised of eight directors.
Section 3.02 of the Rental Service Bylaws provides that the authorized
number of directors comprising the Rental Service Board shall be not less
than four nor more than sixteen until changed by amendment of such Bylaw.
The exact number of directors shall be fixed, within the limits specified,
by resolution duly adopted by the Rental Service Board. In the event that
the number of directors comprising the Rental Service Board continues to be
fixed at eight (or fewer) directors, the Nominees who receive the greatest
number of votes shall fill the available seats on the Rental Service Board,
and, in accordance with Section 3.02 of the Rental Service Bylaws, those
Nominees who are so elected to the Rental Service Board intend to take all
appropriate action necessary to cause the number of directors to be fixed
at nine and fill the resulting vacancies with the Nominee(s) not elected.
The Nominees, if elected, are committed to providing each Rental
Service stockholder with the ability to participate in the Offer and the
Proposed United Rentals Merger. United Rentals' primary purpose in seeking
to elect the Nominees to the Rental Service Board is to take all action
necessary to satisfy the conditions to the Offer, and thereby facilitate
the consummation of the Offer and the Proposed United Rentals Merger.
United Rentals also seeks to prevent the current directors of Rental
Service from creating new obstacles to the consummation of the Offer and
the Proposed United Rentals Merger. However, the Nominees, if elected,
would be responsible for managing the business and affairs of Rental
Service. Each director of Rental Service has an obligation under the DGCL
to discharge his or her duties as a director on an informed basis, in good
faith, with the care an ordinarily careful and prudent person in a like
position would exercise under similar circumstances and in a manner the
director honestly believes to be in the best interests of Rental Service.
In this connection, circumstances may arise in which the interests of
United Rentals and its affiliates, on the one hand, and the interests of
other stockholders of Rental Service, on the other hand, may differ. In any
such case, each Nominee, if elected, intends to discharge his or her
fiduciary duties owing to Rental Service and its stockholders in compliance
with the DGCL. Although United Rentals has no reason to believe that any of
the Nominees would be unable or unwilling to serve as directors, if any of
the Nominees is not available for election, the BLUE consent card will be
voted for the election of such other nominee or nominees as may be
designated by United Rentals.
The Nominees' decisions regarding the appropriate process for dealing
with the Offer and any other acquisition proposal would be based upon
advice of counsel and would necessarily also be based on events and
circumstances that the Nominees are not aware of, as well as events and
circumstances that have not yet occurred and cannot readily be predicted,
such as (a) actions of the Rental Service Board not known to the Nominees
(including any solicitation or receipt of expressions of interest from
other third party buyers), (b) the views of the Nominees, (c) the views of
officers and other executives of Rental Service, (d) developments in Rental
Service's business, operations and financial performance, (e) changes in
the U.S. and global economies, debt and equity markets, and (f) any future
judicial decisions regarding actions of the current Rental Service Board.
On April 22, 1999, Rental Service filed an amended counterclaim (the
"Amended Counterclaim") in the United States District Court for the
District of Connecticut alleging violations of the Clayton Act and seeking,
by way of a preliminary injunction, to enjoin United Rentals from
attempting to elect six United Rentals officers and/or directors originally
nominated by United Rentals to the Rental Service Board. See "CERTAIN
LITIGATION", below. The Amended Counterclaim alleges that if United Rentals
succeeded in electing such officers and directors to the Rental Service
Board, interlocking directorships would exist among competing corporations
in violation of the Clayton Act. United Rentals believes the Amended
Counterclaim and motion for preliminary injunction are without merit and
intends to vigorously defend against such motion. However, United Rentals
believes that it is in the best interests of Rental Service stockholders
that United Rentals be able to move forward expeditiously with its
solicitation of consents and afford Rental Service stockholders the
opportunity to act on the Proposals. Accordingly, in order to avoid delay
in the consent solicitation, each nominee originally designated by United
Rentals who is an officer and/or a director of United Rentals has withdrawn
as a nominee, and a total of nine persons who are not directors or officers
of United Rentals or its affiliates have been designated by United Rentals
as Nominees. Set forth below are the names of and certain biographical
information relating to the Nominees.
NOMINEES
EMPLOYMENT HISTORY OR PRESENT
NAME, AGE AND PRINCIPAL OCCUPATION AND
BUSINESS ADDRESS FIVE-YEAR EMPLOYMENT HISTORY
---------------- -----------------------------
William E. Aaron...............63 Mr. Aaron has been President of Executive
Executive Monetary Management, Monetary Management, Inc. for more than the
Inc. past five years. He has been employed at
919 Third Avenue Executive Monetary Management, Inc. since
New York, New York 10022 November 1968.
David A. Bronner...............50 Mr. Bronner has been an attorney at Katten
Katten Muchin & Zavis Muchin & Zavis since 1974, and a partner
525 West Monroe Street since 1980.
Chicago, Illinois 60661
Richard N. Daniel..............63 Mr. Daniel is currently a director of
555 Madison Ave. KeySpan Energy Corporation and is also
New York, New York 10022 currently a director of the Treasurer's
Fund, Inc. Mr. Daniel was a director of
Handy & Harman from 1974 to 1998 and
Chairman of the Board and Chief Executive
Officer of Handy & Harman from 1992 to
1998. Additionally, from 1983 to 1992,
Mr. Daniel also held the office of
President of Handy & Harman. Handy &
Harman was acquired by WHX Corporation
in April 1998.
Peter Gold.....................62 Mr. Gold has been a Certified Public
280 North Central Avenue Accountant in his own practice, Peter Gold
Hartsdale, New York 10530 CPA, for more than the last five years.
Stephanie R. Joseph............52 Ms. Joseph has been Chief Executive
The Directors' Network Inc. Officer, Manager and Liquidating Trustee
14 East 60th Street of the Petrie Stores Liquidating Trust
New York, New York 10022 since December 1995 and was Secretary and
Principal Legal Officer of Petrie Stores
Corporation from February 1995 to
December 1995. She is the founder and
President of The Directors' Network Inc.,
a corporate consulting firm, since March
1994. From May 1984 until June 1992, Ms.
Joseph was Associate General Counsel of
American Express Company.
David C. Katz..................58 Mr. Katz has been a business consultant
54 Tarn Drive since 1998. He has served as President
Morris Plains, New Jersey 07950 of PureTec Corporation ("PureTec") from
its inception in July 1995 to March
1998, and as President of PTI Plastic,
Inc. ("PTIP"), a predecessor to PureTec,
from August 1988 to July 1995, and was a
director of PureTec or PTIP from
September 1991 to March 1998. Mr. Katz
served as the Chief Operating Officer of
PureTec or PTIP from February 1994 to
March 1998. Mr. Katz has also served as
a director of I-ROCK Industries, Inc.
since March, 1999.
Elliot H. Levine ..............46 Mr. Levine has been a Certified Public
Levine & Seltzer LLP Accountant with Levine & Seltzer LLP
150 East 52nd Street since January 1992.
New York, New York 10022
Jeffrey M. Parker..............49 Mr. Parker has been President of Financial
Genesis Capital, Inc. Advisory Services of Genesis Capital, Inc.
230 Park Avenue since January 1991. He also served as
New York, New York 10169 Senior Executive Vice President and Chief
Administrative Officer of Yamaichi
International (America), Inc. from June
1996 to March 1998.
Raymond S. Troubh..............73 Mr. Troubh has been a business consultant
10 Rockefeller Plaza since 1974 and a Liquidating Trustee and
New York, New York 10020 Chairman of the Board of Liquidating
Trustees of the Petrie Stores
Liquidating Trust since December 1995.
Mr. Troubh served as Treasurer of Petrie
Stores Corporation from December 1994 to
February 1995. He is a financial
consultant, a former governor of the
American Stock Exchange and a former
general partner of Lazard Freres & Co.
Mr. Troubh is a director of ARIAD
Pharmaceuticals, Inc., Becton, Dickinson
and Company, Diamond Offshore Drilling,
Inc., Foundation Health Systems, Inc.,
General American Investors Company,
Olsten Corporation, Starwood Hotels &
Resorts, WHX Corporation and Triarc
Companies, Inc. Mr. Troubh also serves
as trustee of the MicroCap Liquidating
Trust.
None of the Nominees owns any Shares, nor is there any material
relationship between any Nominee and Rental Service.
United Rentals has agreed to pay each Nominee a fee of $25,000 for
agreeing to serve as a Nominee; additional fees may be paid, as appropriate
and agreed upon, for any additional services rendered. Furthermore, it is
anticipated that each Nominee, upon election, will receive a director's
fee, consistent with Rental Service's past practice, for services as a
director of Rental Service. According to Rental Service's Proxy Statement
for its 1998 Annual Meeting of Stockholders, each non-employee director of
Rental Service receives a fee of $2,500 per quarter, plus $1,500 for each
board meeting attended and $500 for each board committee meeting attended.
United Rentals has agreed to indemnify each Nominee, to the fullest extent
permitted by the DGCL and other applicable law, from and against any and
all expenses, liabilities or losses of any kind arising out of any
threatened or filed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative, asserted against or incurred by
the Nominee in his or her capacity as a Nominee for election as a director
of Rental Service, and, if elected, as a director of Rental Service, or
arising out of his or her status in either such capacity; provided,
however, that United Rentals will not be liable if such expense, liability
or loss resulted from bad faith, willful misconduct or gross negligence on
the Nominee's part. United Rentals has also agreed to reimburse each
Nominee for his or her reasonable out-of-pocket expenses, including
reasonable fees and expenses of counsel.
THE NOMINEES SUPPORT THE OFFER AND THE PROPOSED UNITED RENTALS MERGER.
Repeal of Rental Service Bylaws Adopted Subsequent to January 20,
1999 and Prior to the Effectiveness of Any of the Proposals. The Proposals
include the repeal of each provision of the Rental Service Bylaws or
amendment thereto adopted subsequent to January 20, 1999 and prior to the
effectiveness of the Proposals, if any. This Proposal is designed to
prevent the Rental Service Board from taking actions to amend the Rental
Service Bylaws to attempt to nullify the actions taken by the
stockholders pursuant to the Proposals or to create new obstacles to the
consummation of the Offer and the Proposed United Rentals Merger. According
to publicly available information, the most recent version of the Rental
Service Bylaws was filed as an exhibit to Rental Service's Form 8-K filed
on January 20, 1999. Therefore, this Proposal would not repeal any
provision of the Rental Service Bylaws that has been publicly disclosed on
or prior to such date. If, however, the Rental Service Board has adopted
since January 20, 1999, or adopts prior to the effectiveness of any of the
Proposals, any amendment to the Rental Service Bylaws, this Proposal would
seek to repeal such amendment so as to prevent the Rental Service Board
from creating new obstacles to the consummation of the Offer and the
Proposed United Rentals Merger and to remove any existing undisclosed
obstacles to the consummation of the Offer and the Proposed United Rentals
Merger.
THE OFFER AND THE PROPOSED UNITED RENTALS MERGER
On April 5, 1999, UR Acquisition commenced the Offer, which provides
for the purchase of all outstanding Shares at the Offer Price ($22.75 per
Share). The purpose of the Offer is to enable United Rentals to acquire
control of, and the entire equity interest in, Rental Service. The Offer,
as the first step in the acquisition of Rental Service, is intended to
facilitate the acquisition of all the Shares. United Rentals currently
intends, as soon as practicable following consummation of the Offer, to
propose and seek to have Rental Service consummate the Proposed United
Rentals Merger. The purpose of the Proposed United Rentals Merger is to
acquire all Shares not tendered and purchased pursuant to the Offer or
otherwise. Pursuant to the Proposed United Rentals Merger, each then
outstanding Share (other than Shares owned by UR Acquisition, United
Rentals, or any of their affiliates, Shares held in the treasury of Rental
Service and Shares owned by stockholders who perfect any available
appraisal rights under the DGCL) would be converted into the right to
receive an amount in cash equal to the Offer Price. On April 1, 1999, the
last full trading day prior to the announcement of the Offer, the closing
price of the Shares on the NYSE was $17.25 per Share. Accordingly, the
Offer Price of $22.75 per Share represents a premium of approximately 32%
over such closing price.
United Rentals has sought to negotiate with Rental Service with
respect to the acquisition of Rental Service by United Rentals, UR
Acquisition or another affiliate of United Rentals, whether pursuant to the
Offer and the Proposed United Rentals Merger, or otherwise. If any such
negotiations are held in the future, such negotiations may result in a
definitive merger agreement between Rental Service and United Rentals or UR
Acquisition, and the consideration to be received by holders of Shares
could include or consist of consideration other than cash. Accordingly,
such negotiations could result in, among other things, amendment or
termination of the Offer and submission of a different acquisition proposal
to Rental Service's stockholders for their approval. However, there can be
no assurance that any such negotiations will either occur and/or result in
a definitive agreement.
CONDITIONS TO THE OFFER
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which constitutes a majority of the Shares
outstanding on a fully diluted basis (the "Minimum Condition"), (2) the
stockholders of Rental Service not having approved the NationsRent Merger
Agreement, (3) UR Acquisition being satisfied, in its reasonable judgment,
that the NationsRent Merger Agreement has been terminated, and Rental
Service having entered into a definitive merger agreement with United
Rentals and UR Acquisition to provide for the acquisition of Rental Service
pursuant to the Offer and the Proposed United Rentals Merger or otherwise,
(4) the Section 203 Condition, (5) Rental Service not having entered into
or effectuated any agreement or transaction with any person or entity
having the effect of impairing UR Acquisition's ability to acquire Rental
Service or otherwise diminishing the expected economic value to UR
Acquisition of the acquisition of Rental Service (the "Defensive Action
Condition"), (6) any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), having
expired or been terminated prior to the expiration of the Offer (the "HSR
Condition"), (7) the option held by NationsRent Option to purchase up to
19.9% of the outstanding Shares having been terminated or invalidated
without any Shares having been issued thereunder, and (8) the termination
fee and expense reimbursement provisions provided for in the NationsRent
Merger Agreement having been invalidated, or the obligation to pay any
amounts pursuant to such provisions having been terminated, without any
termination fee or expense reimbursement, or any portion thereof, having
been paid by Rental Service or any of its affiliates pursuant to the
NationsRent Merger Agreement or otherwise. The Offer is also subject to
other terms and conditions set forth in the Offer to Purchase. See the
Introduction to, and Section 14 of, the Offer to Purchase. On April 20,
1999, the waiting period under the HSR Act expired, satisfying the HSR
Condition.
All conditions to the Offer must be satisfied or waived prior to the
expiration of the Offer.
Satisfaction of condition (5) set forth in the second preceding
paragraph would require the Rental Service Board to redeem the Rights,
amend the Rights Agreement or otherwise make the Rights Agreement
inapplicable to United Rentals, UR Acquisition, the Offer and the Proposed
United Rentals Merger.
There can be no assurance as to the timing or satisfaction of the
conditions to the Offer. While certain of such conditions are within the
control of the Rental Service Board, certain of the conditions are outside
of the control of the Rental Service Board, such as the invalidation of the
NationsRent Option Agreement and NationsRent Termination Fee. However,
United Rentals intends to vigorously pursue its claims in the Delaware
Litigation (as defined below) as expeditiously as possible and to attempt
to ensure that further steps toward consummation of the Proposed
NationsRent Merger are not taken. See "CERTAIN LITIGATION" below. Rental
Service stockholders should be aware that, unless United Rentals is
successful in the Delaware Litigation, under the terms of the NationsRent
Merger Agreement, the failure by the holders of a majority of the Shares to
vote in favor of the Proposed NationsRent Merger will (i) require the
payment by Rental Service to NationsRent of the NationsRent Termination
Fee, and (ii) trigger the exercisability of the NationsRent Option.
While United Rentals is committed to helping Rental Service's
stockholders realize the significant premium and more certain value of the
Offer, until the conditions to the Offer are satisfied or waived, United
Rentals will not purchase any Shares pursuant to the Offer.
THE PROPOSED NATIONSRENT MERGER
In the Proposed NationsRent Merger, all outstanding shares of
NationsRent Common Stock, other than those beneficially owned by Rental
Service or NationsRent, would be converted into 0.355 of a Share of Rental
Service Common Stock. Stockholders of Rental Service would continue to
retain their Shares after the Proposed NationsRent Merger. As a result of
the Proposed NationsRent Merger, NationsRent stockholders would end up
owning approximately 45% of the combined companies. The conditions to the
consummation of the Proposed NationsRent Merger are the following: (1)
approval and adoption of the NationsRent Merger Agreement by the
stockholders of Rental Service and NationsRent, (2) the approval of an
increase in the number of authorized Shares by the stockholders of Rental
Service, (3) receipt of all regulatory approvals, (4) absence of any law,
order or judgment of any governmental authority that restrains, enjoins or
otherwise prohibits the Proposed NationsRent Merger or that would
have a material adverse effect on the combination of Rental Service and
NationsRent following the Proposed NationsRent Merger, (5) effectiveness of
the registration statement registering the Shares to be issued in the
Proposed NationsRent Merger, (6) authorization of the listing of such
Shares on the New York Stock Exchange (the "NYSE"), (7) receipt of all
state securities and "blue sky" permits and approvals, (8) accuracy of the
representations and warranties of Rental Service and NationsRent set forth
in the NationsRent Merger Agreement in all material respects, (9)
performance by Rental Service and NationsRent of their respective material
obligations under the NationsRent Merger Agreement, (10) receipt by Rental
Service and NationsRent of all material consents required from third
parties, and (11) receipt by Rental Service and NationsRent of opinions of
their respective legal counsel with respect to the qualification of the
Proposed NationsRent Merger as a "reorganization" under the Internal
Revenue Code of 1986, as amended.
The NationsRent Merger Agreement also provides that the termination
of the NationsRent Merger Agreement by either party under certain
circumstances specified in the NationsRent Merger Agreement, including if
Rental Service stockholders do not approve the Proposed NationsRent Merger
at the Special Meeting of stockholders of Rental Service, or if the Rental
Service Board withdraws or adversely modifies its approval or
recommendation to stockholders of the Proposed NationsRent Merger following
an announcement of a proposed transaction such as the United Rentals Offer
or fails to reconfirm its recommendation within 10 days if so requested by
NationsRent, or if any person acquires 40% or more of the outstanding
Shares, will require Rental Service to pay NationsRent $35 million as a
termination fee and an additional $5 million in expenses (the "NationsRent
Termination Fee").
In connection with the execution of the NationsRent Merger Agreement,
Rental Service also entered into an option agreement with NationsRent (the
"NationsRent Option Agreement"). Pursuant to the NationsRent Option
Agreement, Rental Service granted to NationsRent an option (the
"NationsRent Option") to purchase 4,795,431 Shares (subject to certain
adjustments), or approximately 19.9% of Rental Service's issued and
outstanding Shares on January 19, 1999, at an exercise price of $23.25 per
Share, subject to certain adjustments, provided that, in no case will the
total profit realized under the NationsRent Option and the NationsRent
Termination Fee (not including the expense reimbursement provisions
thereof) exceed $35 million. The NationsRent Option becomes exercisable
upon the occurrence of any event that would result in NationsRent being
entitled to a termination fee under the NationsRent Merger Agreement.
The foregoing description of the NationsRent Merger Agreement and the
NationsRent Option Agreement is qualified in its entirety by reference to
the full text of the NationsRent Merger Agreement and the NationsRent
Option Agreement, copies of which have been included by NationsRent as
exhibits to NationsRent's Current Report on Form 8-K, filed with the
Commission on April 7, 1999.
BACKGROUND OF THE OFFER
In the ordinary course of United Rentals' long-term strategic review
process, United Rentals is continuously involved in discussions relating to
acquisitions of varying size and due diligence investigations of several
acquisition candidates. United Rentals generally seeks to acquire companies
of various sizes, including relatively large companies to serve as
platforms for new regional clusters of equipment rental locations and
smaller companies to complement existing or anticipated locations.
In December 1998, a representative of Goldman, Sachs & Co., United
Rentals' financial advisor, acting on behalf of United Rentals, telephoned
Martin R. Reid, Chairman of the Board and Chief Executive Officer of Rental
Service, to arrange a meeting. On January 15, 1999, such representative met
with Mr. Reid and Robert M. Wilson, Executive Vice President, Chief
Financial Officer, Secretary and Treasurer of Rental Service. At this
meeting, such representative asked Mr. Reid whether Rental Service was
interested in discussing a business combination with United Rentals and Mr.
Reid stated that Rental Service was not for sale.
On January 21, 1999, Rental Service and NationsRent announced that
they had entered into the NationsRent Merger Agreement and the NationsRent
Option Agreement.
On March 30, 1999, United Rentals (North America), Inc., a direct
wholly owned subsidiary of United Rentals, purchased 100 shares in a market
transaction effected on the NYSE at a price of $1613/16 per Share plus
brokerage commissions and related expenses.
On April 3, 1999, at a special meeting of the Board of Directors of
United Rentals, such Board unanimously approved the Offer.
On April 5, 1999, United Rentals and UR Acquisition commenced the
Offer and Bradley S. Jacobs, Chairman of the Board and Chief Executive
Officer of United Rentals, sent the following letter to Mr. Reid regarding
a proposed business combination between Rental Service and United Rentals.
April 5, 1999
Mr. Martin R. Reid
Chairman of the Board and Chief Executive Officer
Rental Service Corporation
6929 East Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
Dear Marty:
United Rentals, Inc. is publicly announcing today a cash tender offer
to acquire all of the outstanding shares of Rental Service Corporation at
$22.75 per share. Our offer represents approximately a 32% premium over
your company's closing market price on Thursday, April 1, 1999. We are also
proposing that, upon consummation of the tender offer, United Rentals and
Rental Service enter into a merger in which each remaining Rental Service
share will be exchanged for $22.75 in cash. In connection with our Offer,
we have received a commitment letter from Goldman Sachs Credit Partners,
L.P. to provide $2 billion in financing for the purchase of all of Rental
Service's shares pursuant to our tender offer and the refinancing of Rental
Service's existing debt, as well as for other corporate purposes.
The combination of United Rentals and Rental Service would give us an
unparalleled capacity to serve customers in 42 states, Canada and Mexico.
Together we would be able to offer for rent over 400,000 pieces of
equipment, with an original cost of over $3 billion, to more than one
million customers through a network of over 700 locations. Our combined
companies would have a broader geographic diversification and excellent
opportunities to achieve greater operating efficiencies through economies
of scale. In addition, the combined operations would provide significant
opportunities for the employees of Rental Service to expand their
professional careers.
Our offer is subject to certain conditions, including the valid
tender of at least a majority of Rental Service's shares, termination of
the merger agreement between Rental Service and NationsRent, Inc., the
execution of a definitive merger agreement between Rental Service and
United Rentals, the termination or invalidation of the option held by
NationsRent to purchase up to 19.9% of Rental Service's shares, the
termination or invalidation of the termination fee obligation provided for
in Rental Service's merger agreement with NationsRent, the expiration or
termination of the waiting period under the Hart- Scott-Rodino Antitrust
Improvements Act of 1976, the approval of our offer and our proposed merger
by your Board of Directors, and Rental Service not taking any action that
would impair United Rentals' ability to acquire Rental Service or otherwise
diminish the value to United Rentals of Rental Service. The complete
details of our tender offer will be set forth in a filing to be made today
with the Securities and Exchange Commission.
We appreciate that you will want to present our proposal to your
Board of Directors for its careful consideration. We feel confident that
after such consideration, your Board will recognize the fairness and
certainty of the value that we are offering your stockholders.
We are prepared to meet with you and your directors, at your earliest
convenience, to discuss our proposal and to answer relevant questions.
Sincerely,
/s/ Bradley S. Jacobs
Bradley S. Jacobs
Chairman and Chief Executive Officer
On April 16, 1999, Rental Service announced that its Board of
Directors had determined that the Offer is inadequate and not in the best
interests of Rental Service or its stockholders, and therefore recommended
that Rental Service's stockholders reject the Offer and not tender their
Shares to United Rentals. Rental Service also announced that Mr. Reid, its
Chairman and Chief Executive Officer, had been granted a medical leave of
absence due to a heart condition.
On April 16, 1999, the Rental Service Board also declared a dividend
of one Preferred Share Purchase Right on each outstanding share of Rental
Service Corporation common stock to holders of record on April 30, 1999.
The Rights Agreement, if not invalidated or otherwise made inapplicable to
United Rentals, UR Acquisition, the Offer and the Proposed United Rentals
Merger, will make the acquisition of Shares pursuant to the Offer and the
Proposed United Rentals Merger impracticable. Subject to their fiduciary
duties under applicable law, the Nominees, if elected, intend to redeem the
Rights, amend the Rights Agreement or otherwise make the Rights Agreement
inapplicable to United Rentals, UR Acquisition, the Offer and the Proposed
United Rentals Merger.
Set forth below under the caption "CERTAIN LITIGATION" is a summary
of the litigation between United Rentals and Rental Service and NationsRent
in connection with, among other things, the Offer and this consent
solicitation.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Rental Service filed its preliminary consent revocation statement
(the "Consent Revocation Statement") with the Commission on April 19, 1999.
Information concerning (i) the number of Shares outstanding and entitled to
vote on the Record Date, (ii) persons who beneficially own 5% or more of
any class of Rental Service's securities and (iii) beneficial ownership of
the Shares by each of Rental Service's directors and executive officers and
all of Rental Service's directors and executive officers as a group will be
set forth in the definitive Consent Revocation Statement and, in accordance
with Rule 14a-5(c) under the Exchange Act, reference is made to the Consent
Revocation Statement for such information.
Schedule I hereto sets forth information relating to Rental Service's
outstanding Shares and ownership thereof by directors, officers and persons
who beneficially own 5% or more of the Shares as reported in Rental
Service's Annual Report on Form 10-K for the year ended December 31, 1998
(the "Rental Service Form 10-K").
The Shares constitute the only class of voting securities of Rental
Service outstanding. Accordingly, only holders of Shares are entitled to
execute consents.
CERTAIN INFORMATION CONCERNING UNITED RENTALS
United Rentals is a Delaware corporation with its principal executive
offices located at Four Greenwich Office Park, Greenwich, Connecticut
06830. The telephone number of United Rentals at such location is (203)
622-3131.
United Rentals is the largest equipment rental company in North
America with 482 branch locations in 41 states, Canada and Mexico. United
Rentals offers to rent over 600 different types of equipment on a daily,
weekly or monthly basis and serves customers that includes construction
industry participants, industrial companies and homeowners. United Rentals
also sells used rental equipment, acts as a dealer for many types of new
equipment, and sells related merchandise and parts. In the past year,
United Rentals has served over 900,000 customers.
United Rentals believes that it has one of the most comprehensive and
newest customer rental fleets in the industry. The types of rental
equipment that United Rentals offers include a broad range of light to
heavy construction and industrial equipment, such as backhoes, aerial
lifts, skid-steer loaders, forklifts, compressors, pumps and generators, as
well as a variety of smaller tools and equipment. United Rentals' equipment
fleet has an original purchase price of approximately $2.2 billion and a
weighted average age of approximately 25 months.
United Rentals began operations in October 1997 and has grown through
a combination of internal growth and the acquisition of 117 companies
(through April 27, 1999). United Rentals acquisitions include its merger
with U.S. Rentals Inc., a California corporation, in September 1998. At the
time of such merger, U.S. Rentals was the second largest equipment rental
company in the United States based on 1997 rental revenues.
United Rentals is subject to the informational filing requirements of
the Exchange Act and, in accordance therewith, is obligated to file
reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters.
Information as of particular dates concerning United Rentals' directors and
officers, their remuneration, options granted to them, the principal
holders of United Rentals' securities and any material interests of such
persons in transactions with United Rentals is required to be disclosed in
proxy statements distributed to United Rentals' stockholders and filed with
the Commission. Such reports, proxy statements and other information should
be available for inspection at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at Seven World Trade Center,
Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago, IL 60661. Copies of such information should be obtainable by mail,
upon payment of the Commission's customary charges, by writing to the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C.
20549. The Commission also maintains a website at http://www.sec.gov that
contains reports, proxy statements and other information filed
electronically by United Rentals. United Rentals' common stock is listed on
the NYSE, and reports, proxy statements and other information concerning
United Rentals should also be available at the offices of the NYSE located
at 20 Broad Street, New York, NY 10005.
SOLICITATION OF CONSENTS
Consents will be solicited by mail, telephone, telecopier, telegraph,
internet, newspaper and other publications of general distribution and in
person. Directors, officers and certain employees of United Rentals and the
other participants listed on Schedule II hereto may assist in the
solicitation of consents without any additional remuneration (except as
otherwise set forth in this Consent Statement).
In addition, United Rentals has retained Georgeson & Company, Inc. to
assist in the solicitation of consents, for which Georgeson will be paid a
fee of $____________ and will be reimbursed for its reasonable
out-of-pocket expenses. United Rentals has also agreed to indemnify
Georgeson against certain liabilities and expenses, including certain
liabilities and expenses under the federal securities laws. It is
anticipated that approximately ___ persons will be employed by Georgeson to
solicit stockholders. Georgeson is also acting as Information Agent in
connection with the Offer, for which Georgeson will be paid customary
compensation in addition to reimbursement of reasonable out-of-pocket
expenses.
Banks, brokers, custodians, nominees and fiduciaries will be
requested to forward solicitation materials to beneficial owners of the
Shares. United Rentals and its affiliates will reimburse banks, brokers,
custodians, nominees and fiduciaries for their reasonable expenses for
forwarding solicitation materials to the beneficial owners.
United Rentals has retained Goldman, Sachs & Co. (the "Dealer
Managers" or "Goldman Sachs") to act as the Dealer Managers in connection
with the Offer and to provide certain financial advisory services to United
Rentals in connection with its effort to acquire Rental Service. Pursuant
to its engagement letter with Goldman Sachs, United Rentals has agreed to
pay Goldman Sachs a transaction fee of $5.75 million if United Rentals or
an affiliate of United Rentals acquires at least 50% of the Shares or
Rental Service's assets (based on the book value thereof) in one or more
transactions. If United Rentals or an affiliate of United Rentals acquires
less than 50% of the Shares or Rental Service's assets (based on the book
value thereof), United Rentals will pay Goldman Sachs a mutually acceptable
transaction fee. While United Rentals expects that any such fee would be
commensurate with transactions of this nature and size, no fee has yet been
agreed upon and the determination of such fee will be based upon arm's
length negotiations between United Rentals and Goldman Sachs. Accordingly,
the amount of the fee, if any, which would be payable to Goldman Sachs in
the event that United Rentals acquired less than 50% of the Shares or
Rental Service's assets (based upon the book value thereof) is not
presently capable of being predicted. However, United Rentals does not
expect that a fee based on the acquisition of less than 50% of the Shares
would ever need to be negotiated with Goldman Sachs because (i) United
Rentals believes that it is unlikely that it would waive the Minimum
Condition (which requires that more than 50% of the Shares be tendered),
(ii) United Rentals does not intend to waive the Section 203 Condition, and
(iii) United Rentals does not intend to waive the Defensive Action
Condition (which is presently not satisfied due to Rental Service's
implementation of its Stockholder Rights Plan). Each such transaction fee
is payable in cash upon consummation of any such acquisition. In the event
that Goldman Sachs' services are terminated by United Rentals and, prior to
March 20, 2000, United Rentals or an affiliate thereof enters into an
agreement with respect to the acquisition of all or a majority of the
Shares or Rental Service's assets which is eventually consummated by United
Rentals or an affiliate thereof, the applicable transaction fee described
above would be payable to Goldman Sachs upon such consummation. United
Rentals has also agreed to pay to Goldman Sachs an advisory fee of $2
million payable in cash upon commencement of the Offer and an additional
advisory fee of $3 million payable in cash upon consummation of the Offer.
Goldman Sachs has agreed to credit United Rentals with approximately $1.33
million pursuant to any investment banking transactions other than the
Offer or the Proposed United Rentals Merger that are consummated prior to
April 3, 2000. United Rentals has also agreed to reimburse Goldman Sachs
for its reasonable out-of-pocket expenses, including the reasonable fees
and expenses of its legal counsel, plus any sales, use or similar taxes
(including additions to such taxes, if any), incurred in connection with
its engagement, and to indemnify Goldman Sachs against certain liabilities
and expenses in connection with its engagement, including certain
liabilities under the federal securities laws. Out-of-pocket expenses
(other than sales, use or similar taxes) including attorneys' fees cannot
exceed $75,000 without the prior written consent of United Rentals. Such
limitation does not apply to United Rentals' obligation to indemnify
Goldman Sachs in connection with its engagement. In connection with the
Offer, a subsidiary of United Rentals (the "Borrower") has executed a
commitment letter dated as of April 4, 1999 (the "Commitment Letter") with
Goldman Sachs Credit Partners L.P. ("GSCP") pursuant to which GSCP will
provide the Borrower with financing in an aggregate amount up to $2
billion. GSCP has committed to provide the financing upon the terms and
subject to the conditions set forth in the Commitment Letter, and GSCP has
committed to form a syndicate of financial institutions acceptable to the
Borrower upon the terms and subject to the conditions set forth in the
Commitment Letter. In connection with the credit facilities contemplated by
the Commitment Letter (the "Facilities"), United Rentals has agreed to pay
GSCP certain commitment, underwriting, administrative and termination fees,
to reimburse GSCP for reasonable out-of-pocket fees and expenses, whether
or not the Facilities close, and to provide certain indemnities, as is
customary for commitments such as the Facilities. In connection with the
engagement of Goldman Sachs as financial advisor, United Rentals
anticipates that certain 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 for the
purpose of soliciting consents; all of such employees of Goldman Sachs are
listed on Schedule II hereto, and none of such employees own any Shares or
other securities of Rental Service. Goldman Sachs will not receive any fee
for or in connection with such solicitation activities apart from the fees
which it is otherwise entitled to receive as described above. Goldman Sachs
has rendered various investment banking services and other advisory
services to United Rentals and its affiliates in the past and is expected
to continue to render such services, for which they have received and will
continue to receive customary compensation from United Rentals and its
affiliates. In the ordinary course of business, Goldman Sachs and its
affiliates may actively trade securities of Rental Service and United
Rentals for their own account or for the account of customers and,
accordingly, may at any time hold a long or short position in such
securities. Goldman Sachs has advised United Rentals that, as of the date
of this Consent Statement, Goldman Sachs does not own any Shares for its
own account. Goldman Sachs and certain of its affiliates may have voting
and dispositive power with respect to certain Shares held in asset
management, brokerage and other accounts. Goldman Sachs and such affiliates
disclaim beneficial ownership of such Shares.
The cost of the solicitation of consents to adopt the Proposals will
be borne by United Rentals. United Rentals will not seek reimbursement of
the costs of this solicitation from Rental Service. Costs related to the
Offer and the solicitation of consents to adopt the Proposals include
expenditures for attorneys, accountants, financial advisors, proxy
solicitors, public relations advisors, printing, advertising, postage,
litigation and related expenses and filing fees and, other than the payment
for Shares pursuant to the Offer, are expected to aggregate approximately
$____ million. The portion of such costs allocable solely to the
solicitation of consents to adopt the Proposals is not readily
determinable.
INFORMATION ABOUT PARTICIPANTS IN THE CONSENT SOLICITATION
The consents solicited hereby are sought by United Rentals. Under
applicable regulations of the Commission, each member of the board of
directors, certain executive officers, certain other members of management,
employees or representatives of United Rentals and the Nominees, and
certain other persons, may be deemed to be a "participant" in this
solicitation, as that term is defined in Schedule 14A under the Exchange
Act. Information about Shares held by such persons and information about
all transactions with respect to the Shares within the past two years by
each of the participants is set forth on Schedule II hereto.
Except as set forth herein or in Schedule II hereto, none of United
Rentals, the Nominees or the other "participants" set forth on Schedule II
hereto, nor any of their respective affiliates or associates, directly or
indirectly, beneficially owns any Shares or any securities of any
subsidiary of Rental Service nor is or has been a party to any
transactions, or series of similar transactions, since January 1, 1998, nor
is there known to any of them any currently proposed transactions or series
of similar transactions, to which Rental Service or any of its subsidiaries
was or is to be a party, in which the amount involved exceeds $60,000 and
in which any of them or their respective affiliates or associates had, or
will have, a direct or indirect material interest, nor has United Rentals,
the Nominees or any of the other participants, nor any of their respective
affiliates or associates, entered into any agreement or understanding with
any person respecting any future employment by Rental Service or its
affiliates or any future transactions to which Rental Service or any of its
affiliates will or may be a party. Other than as set forth in this Consent
Statement, there are no contracts, arrangements or understandings by United
Rentals, the Nominees or any of the other participants, or any of their
respective affiliates or associates, since January 1, 1998 with any person
with respect to any securities of Rental Service, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.
CONSENT PROCEDURE
Section 228 of the DGCL states that, unless otherwise provided in a
corporation's certificate of incorporation, any action required to be taken
at any annual or special meeting of stockholders, or any action that may be
taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, is signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted, and
those consents are delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business or an
officer or agent of the corporation having custody of the books in which
proceedings of meetings of stockholders are recorded. Rental Service's
certificate of incorporation does not prohibit stockholder action by
written consent.
Section 213(b) of the DGCL provides that if no record date has been
fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required, shall
be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by
delivery to its registered office in Delaware, its principal place of
business or an officer or agent of the corporation having custody of the
books in which proceedings of meetings of the stockholders are recorded. No
prior action is required by the Rental Service Board with respect to the
Proposals. Section 2.11 of the Rental Service Bylaws provides that any
stockholder seeking to have the stockholders of Rental Service authorize or
take action by written consent shall, by written notice to the Corporate
Secretary of Rental Service, request that the Rental Service Board fix a
record date. The Rental Service Board is required, within 10 days of the
date on which the request is received, to adopt a resolution fixing the
record date. If the Rental Service Board does not fix a record date within
10 days after the receipt of the request, the record date for the
solicitation will be the date on which the first signed consent is
delivered to Rental Service. On May 4, 1999, Rental Service announced that
it had fixed May 13, 1999 as the Record Date for the Proposals.
On April 22, 1999, Rental Service filed the Amended Counterclaim and
a motion for preliminary injunction to enjoin United Rentals from
attempting to elect six United Rentals officers and/or directors originally
nominated by United Rentals to the Rental Service Board. See "CERTAIN
LITIGATION". The Amended Counterclaim alleges that if United Rentals
succeeded in electing such officers and/or directors of United Rentals to
the Rental Service Board, interlocking directorships would exist among
competing corporations in violation of the Clayton Act. United Rentals
believes the Amended Counterclaim and motion for preliminary injunction are
without merit and intends to vigorously defend against such motion.
However, United Rentals believes that it is important and in the best
interest of Rental Service stockholders that United Rentals be able to move
forward expeditiously with the solicitation of consents hereunder and
afford Rental Service stockholders the opportunity to act upon the
Proposals. Accordingly, in order to avoid delay in the consent solicitation
as a result of the allegations presented in the Amended Counterclaim, each
nominee originally designated by United Rentals who is an officer and/or a
director of United Rentals has withdrawn as a nominee, and a total of nine
persons who are not directors or officers of United Rentals or its
affiliates have been designated by United Rentals as Nominees.
If the Proposals are adopted pursuant to the consent procedure,
prompt notice will be given pursuant to Section 228(d) of the DGCL to
stockholders who have not executed consents.
EFFECTIVENESS AND REVOCATION OF CONSENTS
Proposals 1 and 2 will become effective when properly completed and
unrevoked consents are signed by the holders of record, as of the close of
business on the Record Date, of a majority of the Shares then outstanding
and such consents are delivered to Rental Service, provided that the
requisite consents are so delivered to Rental Service within 60 days of the
earliest dated consent delivered to Rental Service. Proposal 3 will become
effective when properly completed, and unrevoked consents are signed by the
holders of record, as of the close of business on the Record Date,
representing 662/3% of the Shares then outstanding and such consents are
delivered to Rental Service, provided that the requisite consents are so
delivered to Rental Service within 60 days of the earliest dated consent
delivered to Rental Service. None of the Proposals is subject to, or
conditioned upon, the adoption of any of the other Proposal; however,
Proposal 2 cannot be effected unless Proposal 1 is adopted.
Because Proposals 1 and 2 will become effective only if executed
consents are returned by holders of record on the Record Date of a majority
of the total number of Shares then outstanding, and Proposal 3 will become
effective only if executed consents are returned by holders of record on
the Record Date of 662/3% of the total number of Shares then outstanding,
the failure to execute and return a consent will have the same effect as
voting against the Proposals. A broker non-vote or direction to withhold
authority to vote on the BLUE consent card will also have the same effect
as a "no" vote with respect to United Rentals' solicitation.
United Rentals plans to present the results of any successful
solicitation with respect to the corporate actions proposed herein to
Rental Service as soon as possible.
An executed BLUE consent card may be revoked at any time before the
action authorized by the executed consent becomes effective by marking,
dating, signing and delivering a written revocation. A revocation may be in
any written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. The
delivery of a subsequently dated consent card which is properly completed
will constitute a revocation of any earlier consent. The revocation may be
delivered either to United Rentals in care of Georgeson & Company Inc.,
Wall Street Plaza, New York, NY 10005 or to Rental Service at 6929 East
Greenway Parkway, Suite 200, Scottsdale, AZ 85254. Although a revocation is
effective if delivered to Rental Service, United Rentals requests that
either the original or photostatic copies of all revocations of consents be
mailed or delivered to United Rentals in care of Georgeson at the address
set forth above, so that United Rentals will be aware of all revocations
and can more accurately determine if and when consents to the actions
described herein have been received from the holders of record on the
Record Date of a majority of outstanding Shares.
SPECIAL INSTRUCTIONS
If you were a record holder of Shares as of the close of business on
the Record Date, you may elect to consent to, withhold consent to or
abstain by marking the "CONSENTS", "DOES NOT CONSENT" or "ABSTAIN" box, as
applicable, underneath each such Proposal on the accompanying BLUE consent
card and signing, dating and returning it promptly in the enclosed
postage-paid envelope.
In addition, you may withhold consent to the removal of any
individual member of Rental Service Board or to the election of any
individual Nominee by writing such person's name on the consent card.
However, Proposal 2 cannot be effected unless Proposal 1 is adopted.
If the stockholder has failed to check a box marked "CONSENTS", "DOES
NOT CONSENT" or "ABSTAIN" for one or more of the Proposals, such
stockholder will be deemed to have consented to such Proposal or Proposals,
except that such stockholder will not be deemed to have consented to the
removal of any member of the Rental Service Board or the election of any
Nominee whose name is written-in by such stockholder on the consent card.
UNITED RENTALS RECOMMENDS THAT YOU CONSENT TO EACH OF THE PROPOSALS.
YOUR CONSENT IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED
BLUE CONSENT CARD AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
PROMPTLY. FAILURE TO RETURN YOUR CONSENT WILL HAVE THE SAME EFFECT
AS VOTING AGAINST THE PROPOSALS.
If your Shares are held in the name of a brokerage firm, bank nominee
or other institution, you should contact the person in charge of your
account and give instructions to have the BLUE consent card with respect to
your Shares to be signed, dated and mailed. Only that institution can
execute a BLUE consent card with respect to your Shares and only upon
receipt of specific instructions from you. United Rentals urges you to
confirm in writing your instructions to the person responsible for your
account and to provide a copy of those instructions to United Rentals in
care of Georgeson using the stamped self-addressed envelope included in the
packet so that United Rentals will be aware of all instructions given and
can attempt to ensure that such instructions are followed. Since United
Rentals must receive consents from holders of a majority of the outstanding
Shares in order for Proposals 1 and 2 to be adopted, and from holders of
662/3% of the outstanding Shares in order for Proposal 3 to be adopted, not
returning a signed consent, a broker non-vote or direction to withhold
authority to vote on the BLUE consent card will each have the same effect
as a "no" vote with respect to United Rentals' solicitation.
CERTAIN LITIGATION
On April 5, 1999, United Rentals filed a complaint against Rental
Service, the members of the Rental Service Board and NationsRent in the
Chancery Court of the State of Delaware (the "Delaware Litigation"),
alleging, among other things, breaches of fiduciary duties by the Rental
Service Board in connection with the NationsRent Merger Agreement. The
complaint seeks an order, among other things, (i) invalidating the
NationsRent Option and the NationsRent Termination Fee and (ii) compelling
the Rental Service Board to approve the Offer and the Proposed United
Rentals Merger for purposes of Section 203 of the DGCL. United Rentals
believes that the Rental Service Board has violated its fiduciary duty to
act to maximize the value obtained for all Rental Service stockholders by
agreeing to the NationsRent Option and the NationsRent Termination Fee
which are designed to inhibit, among other things, a superior offer for
Rental Service from United Rentals or anyone else. On April 8, 1999, the
Delaware Chancery Court granted United Rentals' motion for expedited
discovery and set May 17, 1999 for a hearing to consider plaintiffs' motion
for a preliminary injunction in connection with the foregoing.
On April 7, 1999, United Rentals also commenced litigation against
Rental Service, NationsRent and James L. Kirk, the Chairman and Chief
Executive Officer of NationsRent, in the United States District Court for
the District of Connecticut (the "Court") alleging, among other things,
violations of the federal proxy and tender offer rules (the "Connecticut
Litigation"). United Rentals believes that certain statements made by
officers of both Rental Service and NationsRent following the announcement
of the Offer by United Rentals were in violation of the federal proxy and
tender offer rules.
On April 16, 1999, Rental Service (i) answered the complaint filed by
United Rentals with respect to the Connecticut Litigation, and (ii) filed a
counterclaim (collectively with the answer described in the previous clause
(i), the "Counterclaim") against United Rentals seeking declaratory and
injunctive relief. The Counterclaim alleges, among other things, that
United Rentals violated Sections 14(d) and 14(e) of the Exchange Act, by
allegedly misstating, concealing and failing to adequately disclose certain
material terms of the Offer relating to the financing thereof. In the
Counterclaim, Rental Service claimed that United Rentals and its
representatives have stated that the Offer is "fully financed" and provides
"certainty" while allegedly failing to state that the Offer is subject to
what Rental Service claims is a financing condition. The Counterclaim
further alleges that United Rentals' alleged effort to conceal the
"financing condition" and "financing uncertainty" deprives Rental Service's
stockholders of the protections of Section 14(e) of the Exchange Act and,
among other things, seeks to enjoin the Offer and compel United Rentals to
make corrective disclosures. On April 20, 1999, Rental Service filed a
motion for a preliminary injunction in the Connecticut Litigation to
prevent United Rentals from proceeding with the Offer (the "Preliminary
Injunction") on the basis of the allegations set forth in the Counterclaim
as described above.
On April 20, 1999, United Rentals filed a motion to dismiss the
Counterclaim and a supporting memorandum of law (collectively, the "Motion
to Dismiss") with respect to the Connecticut Litigation. In the Motion to
Dismiss, United Rentals argues that the Court should dismiss the
Counterclaim because United Rentals has received a commitment letter (the
"Commitment Letter") from Goldman Sachs Credit Partners L.P., a copy of
which has been filed as an exhibit to the Schedule 14D-1, and, as such,
United Rentals considers the Offer to be "fully financed". As disclosed in
the Offer to Purchase, the Offer is subject to United Rentals receiving the
funds contemplated by the Commitment Letter; however, the Offer is not
subject to United Rentals seeking any other commitment for, or sources of,
any financing necessary to consummate the Offer and the Proposed Merger.
While Rental Service alleges that United Rentals failed to prominently
state that the Offer is subject to a financing condition, the
"Introduction" to the Offer to Purchase states that the Offer is
conditioned on "receipt of the financing pursuant to the Commitment Letter"
and the customary conditions to the Commitment Letter are summarized in
"Section 10--Source and Amount of Funds" of the Offer to Purchase. As a
result of the foregoing, United Rentals believes (i) its Motion to Dismiss
should be granted and (ii) the Counterclaim and the Preliminary Injunction
are without merit, and United Rentals intends to vigorously defend itself
against these actions.
On April 22, 1999, Rental Service filed the Amended Counterclaim in
the United States District Court for the District of Connecticut alleging
violations of the Clayton Act and seeking, by way of a preliminary
injunction, to enjoin United Rentals from attempting to elect six United
Rentals officers and/or directors originally nominated by United Rentals to
the Rental Service Board. The Amended Counterclaim alleges that if United
Rentals succeeded in electing such officers and directors to the Rental
Service Board, interlocking directorships would exist among competing
corporations in violation of the Clayton Act. United Rentals believes the
Amended Counterclaim and motion for preliminary injunction are without
merit and intends to vigorously defend against such motion. However, United
Rentals believes that it is in the best interests of Rental Service
stockholders that United Rentals be able to move forward expeditiously with
its solicitation of consents and afford Rental Service stockholders the
opportunity to act on the Proposals. Accordingly, in order to avoid delay
in the consent solicitation, each nominee originally designated by United
Rentals who is an officer and/or a director of United Rentals has withdrawn
as a nominee, and a total of nine persons who are not directors or officers
of United Rentals or its affiliates have been designated by United Rentals
as Nominees.
On April 30, 1999, NationsRent filed a complaint against United
Rentals, UR Acquisition, Bradley S. Jacobs, John N. Milne and Goldman Sachs
in the Circuit Court of the 17th Judicial Circuit in and for Broward
County, Florida (the "Florida Litigation") seeking injunctive and other
relief against United Rentals and to enjoin United Rentals from, among
other things, allegedly tortiously interfering with the NationsRent Merger
Agreement. NationsRent also seeks an unspecified amount of money damages
and punitive damages. United Rentals believes the Florida Litigation is
without merit, and intends to vigorously defend against this action.
FORWARD-LOOKING STATEMENTS
This Consent Statement contains certain "forward-looking" statements
which United Rentals believes are within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Act"), and Section 21E of the
Exchange Act. The safe harbors intended to be created thereby are not
available to statements made in connection with a tender offer and United
Rentals is not aware of any judicial determination as to the applicability
of such safe harbors to forward-looking statements made in consent
solicitation materials when there is a simultaneous tender offer. However,
the consent solicitation is intended to facilitate the Offer and the
statements made herein may be deemed to have been made in connection with a
tender offer. Accordingly, such statements may not be covered by the safe
harbor provisions of the Act. Stockholders should be aware that any
forward-looking statements made herein are only predictions, subject to
risks and uncertainties that exist in the business environment which could
render actual outcomes and results materially different than predicted. In
some cases, such forward- looking statements may be identified by
terminology such as "may," "will," "could," "should," "expects," "intends"
or "believes" or the negative of such terms or other comparable
terminology.
OTHER INFORMATION
The information concerning Rental Service and the Proposed
NationsRent Merger contained herein has been taken from, or based upon,
publicly available documents on file with the Commission and other publicly
available information. United Rentals does not take any responsibility for
the accuracy or completeness of such information or for any failure by
Rental Service to disclose events that may have occurred and may affect the
significance or accuracy of any such information. United Rentals has not,
to date, had access to the books and records of Rental Service.
The information contained in this Consent Statement concerning the
Offer is taken from, and qualified in its entirety by reference to, the
full text of the Offer to Purchase.
UNITED RENTALS, INC.
Dated: May __, 1999
If you have any questions about giving your consent or require
assistance, please contact:
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2064
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF RENTAL SERVICE
According to the Rental Service Form 10-K, as of February 26, 1999,
there were outstanding 24,123,392 Shares. Pursuant to the NationsRent
Option Agreement, Rental Service granted NationsRent an option to purchase
up to 4,795,431 Shares. The information concerning Rental Service and the
Proposed NationsRent Merger contained herein has been taken from, or based
upon, publicly available documents on file with the Commission and other
publicly available information. United Rentals does not take any
responsibility for the accuracy or completeness of such information or for
any failure by Rental Service to disclose events that may have occurred and
may affect the significance or accuracy of any such information. United
Rentals has not, to date, had access to the books and records of Rental
Service.
The following table sets forth certain information, which is based on
the preliminary Consent Revocation Statement filed by Rental Service with
the Commission on April 19, 1999, regarding the beneficial ownership of
Shares outstanding as of March 31, 1999 by (1) any person known to Rental
Service to beneficially own 5% or more of any class of voting securities of
Rental Service; (2) each director and executive officer of Rental Service;
and (3) all directors and executive officers of Rental Service as a group.
Except as otherwise indicated, each stockholder listed below has informed
Rental Service that such stockholder has (A) sole voting and investment
power with respect to such Shares, except to the extent that authority is
shared by spouses under applicable law, and (B) record and beneficial
ownership with respect to such Shares.
Beneficial Ownership
Name of Beneficial Owner As of March 31, 1999 (1)
------------------------ Shares Percent
------- -------
Capital Research and Management Company (2).......... 1,600,000 6.5%
Pilgrim Baxter & Associates, Ltd. (3)................ 1,384,000 5.6
Martin R. Reid (4) (5) (6)........................... 538,545 2.2
Douglas A. Waugaman (4) (6).......................... 112,469 *
Robert M. Wilson (4) (6)............................. 24,653 *
Ronald Halchishak (4) (6)............................ 53,340 *
David G. Ledlow (4) (6).............................. 49,761 *
John Markle (4) (6).................................. 62,906 *
Milfred E. Howard (4) (6)............................ 7,616 *
David B. Harrington (4) (6).......................... 8,382 *
William M. Barnum, Jr. (4) (7)....................... 455,317 1.8
James R. Buch (4) (6)................................ 6,525 *
David P. Lanoha (4) (8).............................. 149,855 *
Christopher A. Laurence (4) (7)...................... 7,261 *
Eric L. Mattson (4) (9).............................. 5,625 *
Britton H. Murdoch (4) (10).......................... 7,625 *
John M. Sullivan (4) (6)............................. 3,125 *
All directors and executive officers
as a group (15 individuals).......................... 1,493,005 6.0%
- ---------------------
* Beneficial ownership does not exceed 1% of the outstanding Shares.
(1) A person is deemed as of any date to have "beneficial ownership" of
any security that such person has a right to acquire within 60 days
after such date. Shares that each identified stockholder has the
right to acquire within 60 days of the date of the table set forth
above are deemed to be outstanding in calculating the percentage
ownership of such stockholder, but are not deemed to be outstanding
as to any other person.
(2) Based on a Schedule 13G for the year ended December 31, 1998 and
filed on February 8, 1999. In that Schedule 13G, Capital Research and
Management Company reported that it beneficially owned a total of
1,600,000 Shares. Of those Shares, it had sole investment discretion
with respect to all of the Shares and had voting authority with
respect to none of the Shares. The address of Capital Research and
Management Company is 333 S. Hope Street, Los Angeles, California
90071.
(3) Based on a Schedule 13G for the year ended December 31, 1998 and
filed on February 5, 1999. In that Schedule 13G, Pilgrim Baxter &
Associates, Ltd. reported that it beneficially owned a total of
1,384,000 Shares. Of those Shares, it had sole investment discretion
with respect to all of the Shares and had voting authority with
respect to 965,800 of the Shares. The address of Pilgrim Baxter &
Associates, ltd. is 825 Duportail Road, Wayne, Pennsylvania 19087.
(4) Excludes Shares issuable upon exercise of options that are not
exercisable within 60 days of the date of the table set forth above,
as follows: Mr. Reid-330,058 Shares; Mr. Waugaman-112,000 Shares; Mr.
Wilson-118,250 Shares; Mr. Halchishak-70,750 Shares; Mr.
Ledlow-70,750 Shares; Mr. Markle-67,771 Shares; Mr. Harrington-40,143
Shares; Mr. Howard-47,848 Shares; Mr. Barnum-6,875 Shares; Mr.
Buch-5,975 Shares; Mr. Lanoha-9,375 Shares; Mr. Laurence-6,875
Shares; Mr. Mattson-6,875 Shares; Mr. Murdoch-6,875 Shares; and Mr.
Sullivan-9,375 Shares.
(5) Includes Shares subject to vesting that may be repurchased by Rental
Service if they fail to vest.
(6) The address of this person is c/o Rental Service Corporation, 6929 E.
Greenway Parkway, Suite 200, Scottsdale, Arizona 85254.
(7) Mr. Barnum, a director of Rental Service, is a general partner of
BBP, the general partner of Brentwood RSC Partners, L.P., which owns
417,972 Shares. Accordingly, Mr. Barnum may be deemed to be the
beneficial owner of the Shares owned by BBP and for purposes of this
table they are included. Mr. Barnum disclaims beneficial ownership of
such Shares. The address of Brentwood RSC Partners, L.P., Mr. Barnum
and Mr. Laurence is 11150 Santa Monica Boulevard, Suite 1200, Los
Angeles, California 90025.
(8) The address of this person is c/o Rental Service Corporation, 11250
East 40th Avenue, Denver, Colorado 60239.
(9) The address of this person is c/o Baker Hughes Incorporated, 3900
Essex Lane, Suite 1200, Houston, Texas 77027.
(10) The address of this person is c/o V-Span, 1100 First Avenue, Suite
400, King of Prussia, Pennsylvania 19406.
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF UNITED RENTALS AND UR ACQUISITION AND OTHER PARTICIPANTS
The following table sets forth the name and title of persons who may
be deemed to be participants on behalf of United Rentals in the
solicitation of consents from the stockholders of Rental Service. Unless
otherwise indicated, the principal business address of each director,
executive officer, nominee, employee or representative is c/o United
Rentals, Inc., Four Greenwich Office Park, Greenwich, Connecticut 06830.
DIRECTORS AND EXECUTIVE OFFICERS OF UNITED RENTALS
NAME POSITIONS
- ---- ---------
Bradley S. Jacobs.............. Chairman, Chief Executive Officer and Director
Wayland R. Hicks............... Vice Chairman, Chief Operating Officer and
Director
John N. Milne.................. Vice Chairman, Chief Acquisition Officer,
Secretary and Director
William F. Berry............... President and Director
Michael J. Nolan............... Chief Financial Officer
Robert P. Miner................ Vice President, Strategic Planning
John S. McKinney............... Vice President, Finance and Director
Leon D. Black.................. Director
Richard D. Colburn............. Director
Ronald M. DeFeo................ Director
Michael S. Gross............... Director
Richard J. Heckmann............ Director
Gerald Tsai, Jr................ Director
Christian M. Weyer............. Director
DIRECTORS AND EXECUTIVE OFFICERS OF UR ACQUISITION
NAME POSITIONS
- ---- ---------
John N. Milne.................. President and Director
Michael J. Nolan............... Vice President, Secretary and Director
Robert P. Miner................ Vice President and Director
Wayland R. Hicks............... Treasurer and Director
OTHER PARTICIPANTS
NAME POSITIONS
- ----- ---------
Nominees:
William E. Aaron............... Nominee
Executive Monetary Management, Inc.
919 Third Avenue - 11th Floor
New York, New York 10022
David A. Bronner............... Nominee
Katten Muchin & Zavis
525 West Monroe Street
Chicago, Illinois 60661
Richard N. Daniel.............. Nominee
555 Madison Ave.
17th Floor
New York, New York 10022
Peter Gold..................... Nominee
280 North Central Avenue
Hartsdale, New York 10530
Stephanie R. Joseph............ Nominee
The Directors' Network Inc.
14 East 60th Street
Suite 208
New York, New York 10022
David C. Katz.................. Nominee
54 Tarn Drive
Morris Plains, New Jersey 07950
Elliot H. Levine .............. Nominee
Levine & Seltzer LLP
150 East 52nd Street
New York, New York 10022
Jeffrey M. Parker.............. Nominee
Genesis Capital, Inc.
230 Park Avenue - Suite 903
New York, New York 10169
Raymond S. Troubh.............. Nominee
10 Rockefeller Plaza
Suite 712
New York, New York 10020
Representatives of Goldman Sachs:
Bruce J. Evans................. Vice President - Goldman Sachs
Robert D. Lipman............... Vice President - Goldman Sachs
Jeffrey M. Moslow.............. Managing Director - Goldman Sachs
Cody J. Smith.................. Managing Director - Goldman Sachs
Goldman, Sachs & Co.'s principal business address is 85 Broad Street,
New York, NY 10004. 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 business,
Goldman Sachs may trade the debt and equity 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. As of the
close of business on May ___, 1999, Goldman Sachs and its affiliates owned
no shares of Rental Service common stock for their own account.
Shares Held by Participants
United Rentals is the beneficial holder of 100 shares of Rental Service
common stock purchased on March 30, 1999 for $16 13/16 per share. None of
the participants listed in this Schedule II own any shares of Rental
Service common stock. To the best knowledge of United Rentals, none of the
participants listed in this Schedule II has purchased or sold any Shares
within the past two years.
Certain Transactions
Pursuant to a Master Agreement, dated as of August 31, 1994, by and
between ACME Acquisition Corp., a California corporation and a predecessor
to Rental Service ("ACME"), and Wynne Systems, Inc., a California
corporation and a wholly owned indirect subsidiary of United Rentals
("Wynne"), Wynne has granted ACME a non-exclusive, non-transferable
perpetual license with respect to certain software and has agreed to
provide ACME with certain software installation and support services. In
accordance with the terms of such license, a license fee was paid upon
inception of such license and additional fees are payable based on certain
system upgrades and other factors.
Pursuant to an Asset Purchase Agreement, dated as of June 14, 1996, U.S.
Rentals, Inc., a California corporation ("U.S. Rentals") acquired certain
of the assets of ACME Rents, Inc. d/b/a Contractors Equipment Rentals,
Inc., a California corporation ("ACME Rents"). The purchase price of the
assets acquired was approximately $9 million. U.S. Rentals was merged with
a wholly owned subsidiary of United Rentals in September 1998, and ACME
Rents is a predecessor to Rental Service.
Certain related investment funds of Apollo Advisors, L.P. ("Apollo")
hold bank indebtedness of Rental Service, which Apollo has advised United
Rentals has a value of approximately $15 million. Two of United Rentals'
directors, Leon D. Black and Michael S. Gross, are principals of Apollo.
Apollo and Messrs. Black and Gross disclaim any beneficial ownership in
such indebtedness.
REVISED PRELIMINARY COPY-SUBJECT TO COMPLETION
FORM OF CONSENT CARD
RENTAL SERVICE CORPORATION
BLUE
CONSENT THIS CONSENT IS SOLICITED ON THE BEHALF OF
CARD THE BOARD OF DIRECTORS OF UNITED RENTALS, INC.
Unless otherwise indicated below, the undersigned hereby consents
pursuant to Section 228(a) of the Delaware General Corporation Law, as
amended, with respect to all shares of common stock of Rental Service
Corporation ("Rental Service") held by the undersigned as of the record
date for determining shares entitled to consent, to the taking of the
following actions without a meeting of the stockholders of Rental Service:
1. The removal of each of the following incumbent directors of Rental
Service: Martin R. Reid, Daniel P. Lanoha, William M. Barnum, Jr.,
James R. Buch, Christopher A. Laurence, Eric L. Mattson, Britton H.
Murdoch and John M. Sullivan, and any other person who is a director
of Rental Service at the time the action taken by this written
consent becomes effective.
/ / CONSENTS / / DOES NOT CONSENT / / ABSTAINS
INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING
TO THE REMOVAL OF ALL THE ABOVE-NAMED DIRECTORS AND ANY
OTHER PERSON WHO IS A DIRECTOR OF RENTAL SERVICE AT THE TIME
THE ACTION TAKEN BY THIS WRITTEN CONSENT BECOMES EFFECTIVE,
CHECK THE APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO
THE REMOVAL OF CERTAIN OF THE ABOVE-NAMED DIRECTORS
AND/OR CERTAIN OF THE DIRECTORS NOT NAMED ABOVE WHO ARE
DIRECTORS OF RENTAL SERVICE AT THE TIME THE ACTION TAKEN BY
THIS WRITTEN CONSENT BECOMES EFFECTIVE, BUT NOT ALL OF THEM,
CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME OF EACH
PERSON YOU DO NOT WISH REMOVED IN THE FOLLOWING SPACE:
IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL,
EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO
THE REMOVAL OF ANY INCUMBENT DIRECTOR WHOSE NAME IS WRITTEN
IN THE SPACE PROVIDED ABOVE.
2. The election of the following persons as directors of Rental Service
to hold office until their successors are duly elected and qualified:
William E. Aaron, David A. Bronner, Richard N. Daniel, Peter Gold,
Stephanie R. Joseph, David C. Katz, Elliot H. Levine, Jeffrey M.
Parker and Raymond S. Troubh (the "Nominees").
/ / CONSENTS / / DOES NOT CONSENT / / ABSTAINS
INSTRUCTION: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO
THE ELECTION OF ALL THE ABOVE-NAMED PERSONS, CHECK THE
APPROPRIATE BOX ABOVE. IF YOU WISH TO CONSENT TO THE
ELECTION OF CERTAIN OF THE ABOVE-NAMED PERSONS, BUT NOT ALL
OF THEM, CHECK THE "CONSENTS" BOX ABOVE AND WRITE THE NAME
OF EACH SUCH PERSON YOU DO NOT WISH ELECTED IN THE FOLLOWING
SPACE:
IF NO BOX IS MARKED ABOVE WITH RESPECT TO THIS PROPOSAL, THE
UNDERSIGNED WILL BE DEEMED TO CONSENT TO SUCH PROPOSAL,
EXCEPT THAT THE UNDERSIGNED WILL NOT BE DEEMED TO CONSENT TO
THE ELECTION OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE
SPACE PROVIDED ABOVE.
3. Repeal each provision of the Rental Service Bylaws or amendment
thereto adopted subsequent to January 20, 1999 and prior to the
effectiveness of any of the Proposals.
/ / CONSENTS / / DOES NOT CONSENT / / ABSTAINS
IN THE ABSENCE OF MARKING "DOES NOT CONSENT" OR "ABSTAINS" ABOVE, THE
UNDERSIGNED HEREBY CONSENTS TO EACH ACTION LISTED ABOVE.
Please sign exactly as name appears on stock certificates or on label
affixed hereto. When shares are held by joint tenants, both should sign. In
case of joint owners, EACH joint owner should sign. When signing as
attorney, executor, administrator, trustee, guardian, corporate officer,
etc., give full title as such.
DATED:________________________________,1999
________________________________
Signature
________________________________
Signature, if held jointly
________________________________
Title or Authority
IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE DATED.
PLEASE SIGN, DATE AND MAIL YOUR CONSENT PROMPTLY
IN THE POSTAGE-PAID ENVELOPE ENCLOSED.
