UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
United Rentals, Inc.
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(Name of Issuer)
Common Stock
---------------------------------
(Title of Class and Securities)
911363109
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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)
September 29, 1998
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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: [ ]
(1) NAME OF REPORTING PERSON
Richard D. Colburn
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [x]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
AF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
: (7) SOLE VOTING POWER
: -0- shares of Common Stock
: ------------------------------
: (8) SHARED VOTING POWER
Number Of Shares : 19,823,462 shares of Common Stock
Beneficially Owned : --------------------------------
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- shares of Common Stock
: --------------------------------
: (10) SHARED DISPOSITIVE POWER
: 19,823,462 shares of Common Stock
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,823,462 shares of Common Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
(14) TYPE OF REPORTING PERSON
IN
(1) NAME OF REPORTING PERSON
Ayr, Inc.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [X]
(b) [ ]
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
California
: (7) SOLE VOTING POWER
: -0- shares of Common Stock
: -------------------------------------
: (8) SHARED VOTING POWER
Number Of Shares : 19,823,462 shares of Common Stock
Beneficially Owned : -------------------------------------
By Each Reporting : (9) SOLE DISPOSITIVE POWER
Person With : -0- shares of Common Stock
: -------------------------------------
: (10) SHARED DISPOSITIVE POWER
: 19,823,462 shares of Common Stock
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,823,462 shares of Common Stock
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.0%
(14) TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer
The equity securities to which this statement relates
are Common Stock, par value $.01 per share (the "Common Stock")
of United Rentals, Inc. ("URI"), a Delaware corporation with its
principal executive offices at Four Greenwich Office Park,
Greenwich, Connecticut 06830. As of October 27, 1998, URI had
outstanding 68,407,964 shares of Common Stock, according to
information provided by American Stock Transfer and Trust Company
(the "Transfer Agent") on October 27, 1998.
Item 2. Identity and Background
(a) This statement is filed by (i) Richard D. Colburn,
an individual ("Colburn") and (ii) Ayr, Inc., a California
corporation ("Ayr") (collectively, the "Reporting Persons"). In
addition, the information set forth in Items (b) through (f)
below is included with respect to (i) Christine I. Colburn ("C.
Colburn"), an individual and a Director of Ayr, (ii) David D.
Colburn ("D. Colburn"), an individual and a Director of Ayr,
(iii) McKee D. Colburn ("M. Colburn"), an individual and a
Director of Ayr, (iv) Collette McDougall, an individual and Vice
President and Treasurer of Ayr, and (v) Pamela B. Johnson, an
individual and Secretary of Ayr.
Ayr is a company that holds the shares of URI and
various other investments. All of the shares of Ayr are
beneficially owned by Colburn through the Richard D. Colburn
Trust dated April 29, 1969, as amended from time to time and as
amended and completely restated on September 22, 1998 (the
"Trust"), which is a revocable grantor trust. Colburn, through
the Trust, is the sole stockholder and Chairman of the Board of
Ayr and is in a position to determine the investment and voting
decisions made by Ayr. Therefore, Colburn may be deemed to be
beneficial owner of the shares of URI acquired by Ayr, 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 Ayr, Colburn, C. Colburn
and McDougall is:
1581 Cummins
Modesto, California 95358
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
The business address of Johnson is:
1516 Pontius Avenue
Los Angeles, California 90025
(c) The present principal occupation or employment of
each of the Reporting Persons and each of the above listed
persons is as follows:
Ayr: private investment corporation
Colburn: private investor and Chairman of
the Board of Ayr and Chairman
Emeritus URI
C. Colburn: none
D. Colburn: private investor
M. Colburn: Branch Manager for URI
McDougall Office Manger/Bookkeeper
Johnson Attorney
(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
The shares of Common Stock reported herein as
beneficially owned by the Reporting Persons were acquired on
September 29, 1998 in connection with the September 29, 1998
merger of URI and U.S. Rentals, Inc. ("USR"). All of the
outstanding shares of stock of USR were exchanged in the merger
for shares of URI (the "Merger Shares").
Item 4. Purpose of Transaction
The Reporting Persons acquired the Merger Shares for
investment purposes.
The Reporting Persons have no present intention of
purchasing or selling any shares of Common Stock. However, based
upon the Reporting Persons' continuing evaluation of URI's
business and prospects, economic and market conditions, tax and
estate planning, alternative investments, and any other factors
any of them deem relevant, the Reporting Persons reserve the
right to do so, 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 reserve the right, at any time and from time to time, to
review or reconsider their position with respect to URI, and
formulate plans or proposals with respect to any of such matters.
The Reporting Persons may also gift the Merger Shares
to a charitable organization or private foundation. In addition,
the Reporting Persons intend to make charitable gifts of shares
from time to time under circumstances that would permit sales by
charities within the volume limits of Rule 144.
In connection with the merger, Ayr and URI entered into
a Registration Rights Agreement under which Ayr (and permitted
transferees) is entitled to registration rights of the Merger Shares
under the Securities Act. After URI publishes financial results
covering 30 days of post-merger combined operations, Ayr has the
right to cause URI to file a registration statement for an
underwritten public offering covering the lesser of (a) 1/3 of the
Merger Shares then owned by Ayr (or its permitted transferees)
and (b) as many of the Merger Shares as would generate anticipated
gross proceeds of $200,000,000. Moreover, at any time after
September 13, 1999 (or earlier if URI's Chairman has received
$250,000,000 in gross proceeds from the sale of Common Stock), and
subject to delay rights of URI, Ayr has the right to cause URI to
file a registration statement for an underwritten public offering
covering all of the Merger Shares, if certain other conditions are
satisfied.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Ayr is the record and
beneficial owner of 19,823,462 shares of Common Stock, which
constitutes 29.0% of the outstanding shares of Common Stock
(based upon the number of shares that were reported to be
outstanding by the Transfer Agent on October 27, 1998). Colburn
does not directly own any Common Stock but, by virtue of his
position, through the Trust, as the sole stockholder of Ayr, may
be deemed to beneficially own the shares of Common Stock held by
Ayr. Therefore, Colburn is the indirect beneficial owner of
19,823,462 shares of Common Stock, which constitutes 29.0% of the
outstanding shares of the Common Stock.
(b) Ayr 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 Ayr.
(c) On September 29, 1998, in connection with the
URI/USR merger, shareholders of USR received , in the aggregate,
29,620,913 shares of URI Common Stock in exchange for the shares
of USR. On September 29, 1998, URI shares closed at $21.375
(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 URI that the
Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings of
Relationships with Respect to Securities of Issuer
Ayr and URI entered into a Registration Rights
Agreement under which Ayr (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 URI Registration Statement on Form S-4
(Registration No. 333-63171) - agreement was filed as Exhibit
10(kk)).
SIGNATURE
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: November __, 1998
Ayr, Inc.
By:
-----------------------------
Richard D. Colburn
Chairman of the Board
---------------------------------
RICHARD D. COLBURN
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
1. Joint Filing Statement 9
2. Registration Rights Agreement
Incorporated by Reference
<PAGE>
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: November __, 1998
Ayr, Inc..
By:
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Richard D. Colburn
Chairman of the Board
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RICHARD D. COLBURN
