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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
CONSENT STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Consent Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Consent Statement
[X] Definitive Additional Materials
[ ] 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:
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FIRST SUPPLEMENT
TO
CONSENT STATEMENT
OF
UNITED RENTALS, INC.
-------------------------
This First Consent Statement Supplement (the "First Supplement") is
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 actions described in the Consent
Statement of United Rentals dated May 13, 1999 (the "United Rentals Consent
Statement").
This First Supplement amends and modifies, and should be read in
conjunction with, the United Rentals Consent Statement. Capitalized terms used
and not otherwise defined herein shall have the respective meanings assigned to
such terms in the United Rentals Consent Statement. The Record Date for the
solicitation of written consents is May 13, 1999, and this First Supplement is
being furnished to Rental Service stockholders of record as of the close of
business on the Record Date. According to Rental Service's revised preliminary
consent revocation statement filed with the Commission on May 24, 1999, there
were 24,268,770 Shares outstanding as of the Record Date. Additional copies of
the United Rentals Consent Statement may be obtained without charge by
contacting Georgeson & Company Inc. at the address and telephone number set
forth herein.
This First Supplement is first being sent to Rental Service stockholders on
or about May 25, 1999.
PLEASE SIGN, DATE AND MAIL THE BLUE CONSENT CARD TODAY. YOUR CONSENT IS
IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
CERTAIN RECENT DEVELOPMENTS
TERMINATION OF NATIONSRENT MERGER AGREEMENT
On May 20, 1999, Rental Service and NationsRent entered into a termination
and release agreement (the "Termination and Release Agreement") pursuant to
which they mutually agreed to terminate the NationsRent Merger Agreement.
Pursuant to the Termination and Release Agreement, Rental Service agreed to
reimburse NationsRent in the amount of $6 million for certain out-of-pocket
expenses incurred by NationsRent in connection with the NationsRent Merger
Agreement. In addition, pursuant to the Termination and Release Agreement,
NationsRent agreed to dismiss with prejudice the Florida Litigation.
In addition, on May 20, 1999, Rental Service and NationsRent entered into a
stock option termination agreement whereby Rental Service and NationsRent agreed
to terminate and cancel the NationsRent Option Agreement.
In light of the termination of the NationsRent Merger, the Rental Service
Board announced that it has requested its financial advisors to conduct a review
and evaluation of Rental Service's strategic alternatives.
CONDITIONS TO THE OFFER
As a result of the termination of the NationsRent Merger Agreement and the
NationsRent Option Agreement, the Stockholder Vote Condition, the Option
Termination Condition and the Termination Fee Condition contained in the Offer
to Purchase are no longer applicable to the Offer and, accordingly, United
Rentals has amended the Offer to Purchase to remove such conditions.
Additionally, the Merger Agreement Condition contained in the Offer to Purchase
has been revised to eliminate the condition that the NationsRent Merger
Agreement be terminated. The Merger Agreement Condition now provides that
consummation of the Offer is conditioned upon Rental Service having entered into
a definitive merger agreement with United
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Rentals providing for the acquisition of Rental Service pursuant to the Offer
and the Proposed United Rentals Merger.
CERTAIN LITIGATION
On May 13, 1999, United Rentals filed a memorandum of law in opposition to
Rental Service's motion for a preliminary injunction (the "Preliminary
Injunction Opposition Motion") with respect to Rental Service's Clayton Act
counterclaims in the Connecticut Litigation. In the Preliminary Injunction
Opposition Motion, United Rentals states that the Connecticut Court should
reject Rental Service's motion for a preliminary injunction because Rental
Service cannot satisfy any of the standards required to be met for the issuance
of a preliminary injunction.
On May 17, 1999, the Delaware Court held a hearing on United Rentals'
motion for a preliminary injunction relating to the Delaware Litigation. In
light of the Termination and Release Agreement, Rental Service has advised the
Delaware Court that it believes United Rentals' motion for a preliminary
injunction is moot.
At a hearing held on May 19, 1999 in connection with the Connecticut
Litigation, United Rentals stated its intention to provide statements under oath
concerning the nature of the relationships, if any, between the Nominees and
United Rentals. The Connecticut Court has tentatively set a hearing concerning
United Rentals' motion to dismiss and related matters for June 9, 1999.
On May 20, 1999, pursuant to the Termination and Release Agreement,
NationsRent agreed to dismiss with prejudice the Florida Litigation.
On May 21, 1999, NationsRent filed a motion to dismiss the amended and
supplemental complaint in the Delaware Litigation.
On May 24, 1999, Rental Service and its directors filed a motion to dismiss
the amended and supplemental complaint in the Delaware Litigation.
THIS FIRST SUPPLEMENT RELATES SOLELY TO THE SOLICITATION OF CONSENTS TO THE
PROPOSALS SET FORTH IN THE UNITED RENTALS CONSENT STATEMENT AND IS NEITHER A
REQUEST FOR THE TENDER OF RENTAL SERVICE COMMON STOCK NOR AN OFFER WITH RESPECT
THERETO. THE UNITED RENTALS TENDER OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER
TO PURCHASE AND RELATED LETTER OF TRANSMITTAL WHICH HAVE BEEN SEPARATELY MAILED
TO RENTAL SERVICE STOCKHOLDERS.
UNITED RENTALS, INC.
Dated: May 25, 1999
Please sign, date and mail the BLUE consent card today. If you have any
questions or require any assistance in executing your consent, please call:
[GEORGESON & COMPANY INC. LOGO]
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
