-----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, BfhYFjgx5c3SPaCNntI9FW95ySFOgQuUNAmoOAKK45yjRGeT2TQQ4OsOY5Aa2B0h qmYAeNXXg1+VM7l8klA0tg== 0000950172-99-000704.txt : 19990615 0000950172-99-000704.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950172-99-000704 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990608 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: 99642243 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 - PORTION OF A SCRIPT OF REMARKS Portion of a script of remarks of John N. Milne, Vice Chairman, Chief Acquisition Officer, Secretary and Director of Parent relating to the Offer, made during a meeting with potential investors held on June 8, 1999. RENTAL SERVICE CORPORATION TENDER OFFER As you may be aware, on April 5 we made a $22.75 per share cash tender offer to acquire Rental Service Corporation, the third largest equipment rental company in the U.S. We believe our offer, which is a 32% premium to the RSC share price prior to our offer, represents a very attractive proposal to the RSC shareholders, both in terms of the premium and the certainty of cash. Our offer expires on June 18. Rental Service has 249 branches in 27 states, and the Street estimates that its revenue this year will be about $780 million. While we currently have operations in 25 of the 27 states in which Rental Service operates, RSC has primarily been focused on secondary areas while we have focused on larger metropolitan regions. By consolidating selected locations and certain corporate functions, we believe we could achieve about $20 million in annual cost savings. This is only a rough estimate, however, since despite our many requests, Rental Service has shared no information with us. We are confident that we could efficiently integrate the two companies. At United Rentals, we have a strong operating infrastructure already in place to support further expansion. United Rentals and RSC share a common decentralized operating approach and use the same software system, which our Wynne Systems subsidiary provided to Rental Service under strict terms set forth in a license agreement. This potential acquisition would be in line with a central theme that we have been talking about since our IPO that as you get bigger in this industry, you get better. Better in terms of purchasing power, utilizing equipment, selling used equipment, attracting and retaining talented employees, and in improving the overall cost structure in general. I'd now like to turn it over to Wayland to discuss operations. -----END PRIVACY-ENHANCED MESSAGE-----