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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
U.S. Rentals, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
902966100
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(CUSIP Number of Class of Securities)
Richard D. Colburn
1581 Cummins, Suite 155
Modesto, CA 95358
(209) 544-9000
Copy to:
Kent V. Graham
O'Melveny & Myers LLP
1999 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
(310) 553-6700
-----------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
February 26, 1997
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D and is filing this
schedule because of Rule 13D-1(b)(3) or (4), check the following box: [_]
Page 1 of 9
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CUSIP NO. 902966100 13D PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
1
Richard D. Colburn
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) OR 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.
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SOLE VOTING POWER
7
NUMBER OF -0- shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
20,748,975 shares of Common Stock
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING -0- shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
20,748,975 shares of Common Stock
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
20,748,975 shares of Common Stock
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
67.5%
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TYPE OF REPORTING PERSON
14
IN
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CUSIP NO. 902966100 13D PAGE 3 OF 9 PAGES
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NAME OF REPORTING PERSON
1
USR Holdings, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEM 2(d) OR 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF -0- shares of Common Stock
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
20,748,975 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0- shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
20,748,975 shares of Common Stock
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
20,748,975 shares of Common Stock
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
67.5%
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TYPE OF REPORTING PERSON
14
CO
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CUSIP NO. 902966100 13D PAGE 4 OF 9 PAGES
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ITEM 1. SECURITY AND ISSUER
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The equity securities to which this statement relates are Common
Stock, par value $.01 per share (the "Common Stock") of U.S. Rentals, Inc.
("USR"), a Delaware corporation with its principal executive offices at 1581
Cummins Drive, Suite 155, Modesto, CA 95358. At February 26, 1997, USR had
outstanding 30,748,975 shares of Common Stock, according to information
provided to the Reporting Persons (as defined below) by USR on February 26,
1997.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) This statement is filed by (i) Richard D. Colburn, an individual
("Colburn") and (ii) USR Holdings, Inc., a California corporation ("USR
Holdings") (collectively, the "Reporting Persons"). In addition, the
information set forth in Items (b) through (f) below is included with respect
to (i) Bernard Lyons ("Lyons"), an individual and a Director, Vice-President,
and Secretary of USR Holdings, (ii) Christine I. Colburn ("C. Colburn"), an
individual and a Director of USR Holdings, (iii) David D. Colburn ("D.
Colburn"), an individual and a Director of USR Holdings, (iv) McKee D. Colburn
("M. Colburn"), an individual and a Director of USR Holdings, and (v) John
McKinney ("McKinney"), an individual and a Vice-President and Assistant
Secretary of USR Holdings.
USR Holdings is a company that holds the shares of USR and various
other investments. All of the shares of USR Holdings are beneficially owned by
Colburn through an Amended Trust Agreement of Richard D. Colburn, dated
December 12, 1977, as amended, with The Northern Trust Company, Richard W.
Colburn, Keith W. Colburn, and Carol C. Hogel, as Trustees (the "Trust"), which
is a revocable grantor trust. Colburn, through the Trust, is the sole
stockholder and Chairman of the Board of USR Holdings and is in a position to
determine the investment and voting decisions made by USR Holdings. Therefore,
Colburn is the beneficial owner of the shares of USR acquired by USR Holdings,
and the Reporting Persons may be deemed to be a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934 (the "Act") with respect
to the Shares covered by this statement.
(b) The business address of USR Holdings, Colburn, and C. Colburn is:
1581 Cummins
Modesto, California 95358
The business address of Lyons is:
1516 Pontius Avenue
Los Angeles, California 90025
The business address of D. Colburn is:
555 Skokie Boulevard, Suite 555
Northbrook, Illinois 60062
The business address of M. Colburn is:
36025 Cathedral Canyon
Cathedral City, California 92234
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CUSIP NO. 902966100 13D PAGE 5 OF 9 PAGES
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The business address for John McKinney is:
1581 Cummins Drive, Suite 155
Modesto, California 95358
(c) The present principal occupation or employment of each of the
Reporting Persons and each of the above listed persons is as follows:
USR Holdings: private investment corporation
Colburn: private investor and Chairman of the Board
of USR Holdings and USR
Lyons: attorney
C. Colburn: none
D. Colburn: private investor
M. Colburn: Branch Manager for USR
McKinney: Director, Chief Financial Officer and
Vice-President of USR
(d) During the last five years, none of the Reporting Persons or, to
the knowledge of the Reporting Persons, the above stated individuals, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to
the knowledge of the Reporting Persons, the above stated individuals, has been
a party in a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in its, his or her being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Each of the above stated individuals is a citizen of the United
States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The shares of Common Stock reported herein as beneficially owned by the
Reporting Persons were acquired on February 26, 1997 when USR Holdings
transfered substantially all of its operating assets to USR in exchange for
the shares.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
The shares of Common Stock reported herein were acquired for investment
purposes. The Reporting Persons reserve the right, from time to time, to
purchase additional shares of Common Stock on the open market or in privately
negotiated transactions, or otherwise, but have no present intention to do so.
The Reporting Persons have no present intention of selling any shares of Common
Stock, but reserve the right to do so, in whole or in part, at any time, in
open market transactions, privately negotiated transactions, or otherwise. The
Reporting Persons have no plans or proposals that relate to, or could result
in, any of the matters referred to in paragraphs (b) through (j), inclusive, of
Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to
time, review or reconsider their position with respect to USR, and formulate
plans or proposals with respect to any of such matters.
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CUSIP NO. 902966100 13D PAGE 6 OF 9 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) As of the date hereof, USR Holdings is the record and beneficial
owner of 20,748,975 shares of Common Stock, which constitutes 67.5% of the
outstanding shares of Common Stock (based upon the number of shares that were
reported to be outstanding by USR on February 26, 1997). Colburn does not
directly own any Common Stock but, by virtue of his position, through the
Trust, as the sole stockholder of USR Holdings, may be deemed to beneficially
own the shares of Common Stock held by USR Holdings. Therefore, Colburn is the
indirect beneficial owner of 20,748,975 shares of Common Stock, which
constitutes 67.5% of the outstanding shares of the Common Stock.
(b) USR Holdings and Colburn may be deemed share the power to vote or
to direct the vote and to dispose or to direct the disposition of the shares
of Common Stock held by USR Holdings.
(c) On February 26, 1997, USR Holdings transferred substantially all
of its operating assets to USR in exchange for 20,748,975 shares of Common
Stock of USR.
(d) To the best of Reporting Persons' knowledge, except as set forth
herein no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, any shares of USR
that the Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH RESPECT TO
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SECURITIES OF ISSUER
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USR Holdings and USR entered into a Registration Rights Agreement
under which USR Holdings (and certain permitted transferees) will be entitled
to certain rights with respect to the registration of its shares of Common
Stock under the Securities Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
1. JOINT FILING STATEMENT.
2. REGISTRATION RIGHTS AGREEMENT (incorporated by reference from USR
Registration Statement on Form S-1 (Registration No. 333-17783) -- agreement
was filed as Exhibit 10.3).
Remainder of this Page Intentionally Left Blank
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CUSIP NO. 902966100 13D PAGE 7 OF 9 PAGES
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SIGNATURE
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After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: March 7, 1997
USR HOLDINGS, INC.
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
Chairman of the Board
/s/ Richard D. Colburn
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RICHARD D. COLBURN
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CUSIP NO. 902966100 13D PAGE 8 OF 9 PAGES
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
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<C> <S> <C>
1. Joint Filing Statement 11
2. Registration Rights Agreement
Incorporated by Reference
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CUSIP NO. 902966100 13D PAGE 9 OF 9 PAGES
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EXHIBIT 1
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each will be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein, but
will not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Dated: March 7, 1997
USR HOLDINGS, INC.
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
Chairman of the Board
/s/ Richard D. Colburn
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RICHARD D. COLBURN
