-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ATd7Vi60SHeAJC/zTm1QDlvZNk33WHBB7jef0bDkPGMcHnV5sj4kc8833oewSaSX iXoGKQ4TAgRUag/Fuz1LkA== 0000950172-99-000426.txt : 19990415 0000950172-99-000426.hdr.sgml : 19990415 ACCESSION NUMBER: 0000950172-99-000426 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RENTAL SERVICE CORP CENTRAL INDEX KEY: 0001016572 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 330569350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 001-12985 FILM NUMBER: 99593777 BUSINESS ADDRESS: STREET 1: 6929 EAST GREENWAY PARKWAY STREET 2: STE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 BUSINESS PHONE: 6029053300 MAIL ADDRESS: STREET 1: 6929 GREENWAY PARKWAY STREET 2: SUITE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC /DE CENTRAL INDEX KEY: 0001067701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061522496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 DFAN14A 1 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 [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 RENTAL SERVICE CORPORATION (Name of Registrant as Specified in Its Charter) UNITED RENTALS, INC. (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) 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: EX-99 2 EXHIBIT 99 - PRESENTATION Portion of a script for a presentation made by John N. Milne, Vice Chairman and Chief Acquisition Officer of United Rentals, Inc. and President of UR Acquisition Corporation, at a Donaldson, Lufkin and Jenrette Securities Corporation investor conference held in New York City on April 14, 1999. 1. As you are probably aware [As Mark indicated in his introduction], last week we initiated a cash tender offer to acquire Rental Service Corporation, the third largest equipment company after us and Hertz. 2. We believe, Rental Service would be an excellent strategic and geographic fit with United Rentals. 3. Rental Service has estimated revenues this year of about $785 million and 245 branches in 27 states. 4. RSC's focus has primarily been on secondary markets, which fits well with our strong position in many metropolitan areas with little overlap. 5. Our preliminary look at the company leads us to believe that 25 locations could be consolidated, plus we could consolidate many of the corporate functions. 6. We think that we could achieve $20 million in annual cost savings, about half from the field and half from the corporate area. 7. The combined company would have 1999 revenues approaching $3 billion, giving us a roughly 10% share of the market. 8. More importantly, combining our company with Rental Service is 100% in line with our philosophy from day one - which is bigger is better in this industry because you have greater purchasing power, greater economies of scale, and greater operating efficiencies that lead to more equipment, broader geographical availability and improved service to our customers. 9. We are confident that we can efficiently integrate the two companies. At United Rentals, we have a strong operating infrastructure already in place to support further expansion, URI and RSC share a common decentralized operating approach, and Rental Service is already using the same MIS systems as we are. 10. It is also an attractive transaction for our shareholders, not only for its strategic fit but also the fact that it would be accretive by about $0.10 to our earnings next year. 11. We think our offer of $22.75 per share, which is a approximately 32% premium to the RSC share price prior to our offer, represents an attractive offer to RSC shareholders both in terms of the premium paid and the certainty of getting cash. 12. I'd now like to turn this over to Wayland . . . CERTAIN INFORMATION CONCERNING PARTICIPANTS United Rentals, Inc. ("United Rentals"), UR Acquisition Corporation ("UR Acquisition") and the following persons named below may be deemed to be "participants" in the solicitation of consents and/or proxies from stockholders of Rental Service Corporation ("Rental Service"): the directors of United Rentals (Bradley S. Jacobs (Chairman of the Board and Chief Executive Officer), Wayland R. Hicks (Vice Chairman and Chief Operating Officer), John N. Milne (Vice Chairman, Chief Acquisition Officer and Secretary), William F. Berry (President), John S. McKinney (Vice President, Finance), Leon D. Black, Richard D. Colburn, Ronald M. DeFeo, Michael S. Gross, Richard J. Heckmann, Gerald Tsai, Jr. and Christian M. Weyer); the following executive officers and employees of United Rentals: Michael J. Nolan (Chief Financial Officer) and Robert P. Miner (Vice President, Strategic Planning); and the nominees of United Rentals (the "Nominees") to stand for election to the Board of Directors of Rental Service (Messrs. Jacobs, Richard N. Daniel, Heckmann, Hicks, Milne, Nolan, Raymond S. Troubh and Tsai, and Ms. Stephanie R. Joseph). As of April 14, 1999, United Rentals is the beneficial owner of 100 shares of common stock, par value $0.01 per share (the "Common Stock"), of Rental Service. Other than set forth herein, as of such date, neither United Rentals, UR Acquisition nor any of the persons listed above, has any interest, direct or indirect, by security holding or otherwise, in Rental Service. United Rentals has retained Goldman, Sachs & Co. ("Goldman Sachs") to act as its financial advisor and the Dealer Managers in connection with the tender offer (the "Offer") by United Rentals and UR Acquisition to purchase the shares of Common Stock of Rental Service for $22.75 per share in cash, for which Goldman Sachs may receive substantial fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, United Rentals has agreed to indemnify Goldman Sachs and certain related persons against certain liabilities, including certain liabilities under the federal securities laws, arising out of its engagement. United Rentals has also entered into a commitment letter with Goldman Sachs Credit Partners L.P. ("GSCP") relating to the financing of the Offer pursuant to which GSCP may receive substantial fees, as well as reimbursement of reasonable out- of-pocket expenses. Goldman Sachs does not admit that it or any of its partners, directors, officers, employees, affiliates or controlling persons, if any, is a "participant" as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended, in the solicitation of consents and/or proxies, or that Schedule 14A requires the disclosure of certain information concerning Goldman Sachs. In connection with Goldman Sachs' role as financial advisor to United Rentals, the following investment banking employees of Goldman Sachs may communicate in person, by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of Rental Service and may solicit consents and/or proxies there from: Bruce J. Evans, Robert D. Lipman, Jeffrey M. Moslow and Cody J. Smith. Goldman Sachs engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business Goldman Sachs may trade securities of Rental Service for its own account and the accounts of its customers, and accordingly, may at any time hold a long or short position in such securities. Goldman Sachs has informed United Rentals that, as of the close of business on April 14, 1999, Goldman Sachs held no shares of the Common Stock of Rental Service for its own account. Goldman Sachs and certain of its affiliates may have voting and dispositive power with respect to certain shares of Rental Service Common Stock held in asset management, brokerage and other accounts. Goldman Sachs and such affiliates disclaim beneficial ownership of such shares of Rental Service Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----