SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
United Rentals, Inc.
----------------------
(Name of issuer)
Common Stock
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(Title of class of securities)
911363109
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(CUSIP number of Class of Securities)
Richard D. Colburm
c/o O'Melveny & Myers LLP
1999 Avenue of the Stars, Ste. 700
Los Angeles, California 90067-6035
(213) 553-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 3, 1999
----------------------
(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: [ ].
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CUSIP NO. 911363109 Page 1 of 16
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1 NAME OF REPORTING PERSONS
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
not applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0- SHARES OF COMMON STOCK
8 SHARED VOTING POWER
19,798,662 SHARES OF COMMON STOCK (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
10 SHARED DISPOSITIVE POWER
19,798,662 SHARES OF COMMON STOCK (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,798,662 SHARES OF COMMON STOCK (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 911363109 Page 2 of 16
Pages
1 NAME OF REPORTING PERSONS
Ayr, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
not applicble
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0- SHARES OF COMMON STOCK
8 SHARED VOTING POWER
13,798,662 SHARES OF COMMON STOCK
9 SOLE DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
10 SHARED DISPOSITIVE POWER
13,798,662 SHARES OF COMMON STOCK
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,798,662 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)
20.2%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 911363109 Page 3 of 16
Pages
1 NAME OF REPORTING PERSONS
COLBURN FOUNDATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
not applicble
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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0- SHARES OF COMMON STOCK
8 SHARED VOTING POWER
6,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
9 SOLE DISPOSITIVE POWER
-0- SHARES OF COMMON STOCK
10 SHARED DISPOSITIVE POWER
6,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 SHARES OF COMMON STOCK (SEE ITEM 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 911363109 Page 4 of 16
Pages
This Amendment No. 1 amends and supplements the Schedule 13D(the
"Schedule 13D") filed with the Securities and Exchange Commission on
November 4, 1998 by Ayr, Inc., a California corporation, and Richard D.
Colburn, an individual. Except as set forth in this Amendment No.
1, the information previously set forth in the Schedule 13D remains
applicable. Any statement contained in the Schedule 13D will be deemed to
modified or superseded to the extent that a statement contained herein
modifies or supersedes such statement.
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 January 28, 1999, URI had
outstanding 68,434,194 shares of Common Stock, according to
information provided by American Stock Transfer and Trust Company
(the "Transfer Agent") on January 29, 1999.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by (i) Richard D. Colburn, an
individual ("Colburn"), (ii) Ayr, Inc., a California corporation ("Ayr"), and
(iii) the Colburn Foundation, a California nonprofit public benefit
corporation (the "Foundation") (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 Secretary and Treasurer of the Foundation, and (v) Pamela
B. Johnson, an individual and Secretary of Ayr.
Ayr is a company that holds 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. The
Foundation is a charitable organization that holds shares of URI.
Colburn is the sole director and the President of the Foundation and is
in a position to determine the investment and voting decisions
made by the Foundation. Therefore, Colburn may be deemed to be
the beneficial owner of the shares of URI held by Ayr and the
Foundation, 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, the Foundation, C.
Colburn and McDougall is:
c/o O'Melveny & Myers LLP
1999 Avenue of the Stars, Ste 700
Los Angeles, California 90067-6035
The business address of D. Colburn is:
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CUSIP NO. 911363109 Page 5 of 16
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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:
31356 Via Colinas
Westlake Village, California 91362
(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 of URI
The Foundation nonprofit charitable corporation
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
Not applicable (See Item 4)
ITEM 4. PURPOSE OF TRANSACTION
In connection with the merger of URI and U.S. Rentals, Inc.
in September 1998, Ayr and URI entered into a Registration Rights
Agreement under which Ayr (and permitted transferees, such as the
Foundation) is entitled to registration rights with respect to the shares
received by Ayr in the merger (the "Merger Shares") under the Securities Act.
Ayr (and its permitted transferees) has the right (commencing after the
date of URI's announcement of at least 30 days of post-merger sales and
profits) to give a Demand Notice under the Registration Rights Agreement
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
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CUSIP NO. 911363109 Page 6 of 16
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transferees) and (b) as many of the Merger Shares as would
generate anticipated gross proceeds of $200,000,000.
On February 3, 1999 Ayr, with URI's consent, donated 6
million shares of Common Stock (the "Donated Shares") to the
Foundation, together with the assignment of certain related
registration rights as described above. On February 4, 1999 URI
and the Foundation agreed that the Foundation would include
5,710,000 of the Donated Shares (the "Registered Shares") in a
registration statement being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), and that such inclusion would constitute the
first Demand Notice under the Registration Rights Agreement described
above. The Foundation intends to sell the Registered Shares in
the offering.
Under the Registration Rights Agreement, 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 certain delay rights of URI, Colburn has the right
to give another Demand Notice to cause URI to file a registration
statement for an underwritten public offering covering all of the
remaining Merger Shares, if certain other conditions are satisfied.
However, in connection with the underwritten public offering described
above, Colburn, Ayr, and the Foundation have agreed that until 270
days after the date of the final prospectus of the offering described
above they nor any of their affiliates will, without the prior written
consent of Goldman Sachs & Co., offer, sell, contract to sell or otherwise
dispose of, any shares of Common Stock or any other securities of
URI or derivative securities of URI, whether or not such
securities have been registered and whether or not such sale could
otherwise be made under Rule 144 of the Securities Act ('Rule
144") or otherwise. Subject to certain conditions, the foregoing
agreement does not limit transfers (a) upon the consummation of
any merger of reorganization of URI in which the surviving entity
is not controlled by the persons who controlled URI before such
consummation, (b) to one or more affiliates or one or more members
of Colburn's family, or a trust, corporation, partnership or
limited liability company, the sole beneficiaries of which are
members of Colburn's family, or (c) to one or more charitable
organizations. In the case of any transfer pursuant to clause (b)
or (c) of the preceding sentence, the transferee is required to
agree in writing to be bound by the terms of the foregoing lock-
up, except that charitable organizations that receive shares under
clause (c) may after completion of the offering sell such shares
pursuant to Rule 144 so long as no individual charitable
organization sells more than 25,000 shares of Common Stock under
Rule 144 and so long as all such charitable organizations together
sell no more than 100,000 of such shares under Rule 144.
The Reporting Persons have no present intention of purchasing
any shares of Common Stock or selling any shares other than those
referred to above. 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 shares of Common Stock to
a charitable organization or private foundation. In addition, the
Reporting Persons intend to make charitable
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CUSIP NO. 911363109 Page 7 of 16
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gifts of shares from time to time under circumstances that would
permit sales by charities within the volume limits of Rule 144.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Ayr is the record and beneficial
owner of 13,798,662 shares of Common Stock, which constitutes
20.2% of the outstanding shares of Common Stock (based upon the
number of shares that were reported to be outstanding by the
Transfer Agent on January 28, 1999). 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. The
Foundation is the record and beneficial owner of 6,000,000 shares
of Common Stock, which constitutes 8.8% of the outstanding shares
of Common Stock (based upon the number of shares that were
reported to be outstanding by the Transfer Agent on January 28,
1999). As the sole director and the President of the Foundation,
Colburn may be deemed to beneficially own the shares of Common
Stock held by the Foundation. Therefore, Colburn is the indirect
beneficial owner of 19,798,662 shares of Common Stock, which
constitutes 28.9% of the outstanding shares of the Common Stock.
Colburn disclaims beneficial ownership of the shares held by the
Foundation.
(b) Ayr and Colburn may be deemed to 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. The Foundation and
Colburn may be deemed to 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 the Foundation.
(c) Ayr gifted 6 million shares of Common Stock to the
Foundation on February 3, 1999. On January 28, 1999 Ayr gifted an
aggregate of 20,600 shares of Common Stock to various charitable
organizations. On November 17, 1998, Ayr gifted an aggregate of
4,200 shares of Common Stock to various charitable organizations.
(d) The Foundation is a charitable organization under
Section 501(c)(3) of the Internal Revenue Code of 1986. As such,
the proceeds from the sale of the Donated Shares must be used for
specified charitable purposes. 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, including the
Foundation) 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.
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CUSIP NO. 911363109 Page 8 of 16
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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)).
3. DEED OF GIFT AND ASSIGNMENT OF REGISTRATION RIGHTS,
dated as of February 3, 1999 between Ayr and the Foundation.
4. LETTER AGREEMENT REGARDING DEMAND NOTICE AND OFFERING,
dated as of February 4, 1999, between the Foundation, Colburn,
Ayr, and URI.
5. LETTER AGREEMENT, dated as of February 4, 1999, among
Goldman Sachs & Co., Ayr, Colburn, and the Foundation.
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CUSIP NO. 911363109 Page 9 of 16
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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: February 5, 1999
Ayr, Inc.
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
Chairman of the Board
/s/ Richard D. Colburn
------------------------------
RICHARD D. COLBURN
Colburn Foundation
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
President
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CUSIP NO. 911363109 Page 10 of 16
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------------------------------------------------
1. Joint Filing Statement 10
2. Registration Rights Agreement *
3. Deed of Gift and Assignment
of Registration Rights 11
4. Letter Agreement regarding
Demand Notice and Offering 12
5. Letter Agreement 14
*Incorporated by reference from URI Registration Statement on
Form S-4 (Registration No. 333-63171).
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CUSIP NO. 911363109 Page 11 of 16
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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: February 5, 1999
Ayr, Inc.
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
Chairman of the Board
/s/ Richard D. Colburn
------------------------------
RICHARD D. COLBURN
Colburn Foundation
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
President
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CUSIP NO. 911363109 Page 12 of 16
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DEED OF GIFT AND ASSIGNMENT
OF REGISTRATION RIGHTS
This Deed of Gift and Assignment of Registration Rights (this "Deed
and Assignment") is entered into as of February 3, 1999, by and between
Ayr, Inc., a California corporation ("Donor") and the Colburn Foundation,
a California nonprofit public benefit corporation ("Donee"). Capitalized
terms not defined herein have the meanings given to such terms in the
Registration Rights Agreement, dated as of September 29, 1998, among
United Rentals, Inc., a Delaware corporation (the "Company"), and the
Persons listed on Schedule A to such agreement (the "Registration Rights
Agreement").
RECITALS
WHEREAS, Donor wishes to contribute 6 million shares of common stock
of the Company (the "Stock") to Donee and to assign to Donee certain
registration rights related to the Stock; and
WHEREAS, Donee has agreed to accept the Stock and the
registration rights.
AGREEMENT
I. ASSIGNMENT. Donor irrevocably transfers and assigns all of its right,
title and interest in the Stock to Donee. In connection with the
transfer and assignment of the Stock, Donor also irrevocably transfers
and assigns to Donee Donor's rights under the Registration Rights
Agreement with respect to the Stock, including the right to make a
Demand Notice under the first sentence of Section 2.1 of the Agreement.
Donee may exercise any and all of such rights with respect to the Stock
as if it were a Holder under the Registration Rights Agreement.
II. AGREEMENT OF DONEE. Donee, as a Permitted Transferee of Registrable
Securities held by Donor, agrees to become a party to and fully bound
by the terms of the Registration Rights Agreement. The Company is
intended to be a third party beneficiary of this provision.
III. GOVERNING LAW. This Deed and Assignment is to be construed and enforced
in accordance with the internal laws of the State of California.
IN WITNESS WHEREOF, this Deed of Gift is executed as of the date
first set forth above.
COLBURN FOUNDATION
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
President
AYR, INC.
By: /s/ Richard D. Colburn
------------------------------
Richard D. Colburn
President
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CUSIP NO. 911363109 Page 13 of 16
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RICHARD D. COLBURN
COLBURN FOUNDATION
AYR, INC.
February 4, 1999
United Rentals, Inc.
Four Greenwich Office Park
Greenwich CT 06830
Gentlemen:
Reference is made to the Registration Rights Agreement dated
as of September 29, 1998 (the "Agreement") between United Rentals,
Inc. ( the "Company") and the Holders (as defined in the
Agreement). Except as otherwise set forth herein, all capitalized
terms used herein have the meanings attributed thereto in the
Agreement.
For good and valuable consideration, the parties hereto
hereby agree as follows:
1. On February 3, 1999, with your consent, Richard D. Colburn ("Colburn")
and Ayr, Inc. ("Ayr") contributed and assigned to Colburn Foundation
(the "Foundation" or the "Required Holder") 6,000,000 shares of common
stock of the Company ("Common Stock"), together with Colburn's and
Ayr's rights under the Agreement with respect to said shares.
2. This letter constitutes a Demand Notice under the first sentence of
Section 2.1 of the Agreement (such Demand Notice under this letter
being hereinafter referred to as the "Current Demand Notice") whereby
the "Required Holder" under the Agreement demands that the Company file
a Registration Statement for an underwritten public offering covering
an Offering (the "Current Offering") of 5,710,000 of the shares owned
by the Foundation (the "Shares"). Colburn will indemnify the Company
against any claim by any Holder other than the Foundation that any
shares owned by such Holder should have been included in the Current
Offering. The Current Demand Notice shall for all purposes of Section
2.3 of the Agreement be deemed to be a Demand Notice made within 60 days
after the end of the Restriction Termination Date.
3. The Required Holder acknowledges that the Company may elect to
participate in the Current Offering by offering and selling 2,290,000
shares of Common Stock, plus any and all shares issuable on exercise of
any over-allotment option by the underwriters (whether with respect to
Shares included by the Foundation or shares included by the Company or
otherwise), on a primary basis for the account of the Company and by
including such shares in the Demand Registration Statement for the Current
Offering. The Company may increase the size of the Current Offering, in
which case the shares in excess of 8,000,000 (together with any shares
issuable on exercise of any over-allotment with respect thereto), will be
sold for the account of the Company, unless the Company consents otherwise
in writing. Notwithstanding Section 2.2(c) of the Agreement, if the number
of shares in the Current Offering is reduced (based on advice from
Goldman, Sachs & Co.) below 8 million shares (exclusive of any shares
issuable on exercise of any over-allotment option), the reduction will be
applied 71.375% to the Foundation and 28.625% to the Company. By way of
example, if the number of shares in the Current Offering is reduced to
7,000,000, the Foundation shall be entitled to sell 4,996,250 shares and
the Company shall be entitled to sell 2,003,750 shares.
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CUSIP NO. 911363109 Page 14 of 16
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4. The Restriction Termination Date has not occurred as of the date of this
letter. The Company confirms that the Current Demand Notice shall
nevertheless be effective to the same extent as if given after the
Restriction Termination Date has occurred, and the Company waives any
provisions of the affiliate letter dated June 15, 1998 which was executed
by Colburn and which would otherwise be violated by the giving of the
current Demand Notice prior to the Restriction Termination Date or by
the sale of the Shares in the Current Offering after the Restriction
Termination Date.
5. Pursuant to Section 2.4 of the Agreement, Colburn, Ayr and the Required
Holder approve of the designation by the Company of Goldman Sachs & Co.
and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") as the
managing underwriters of the Current Offering (it being understood that
Goldman Sachs shall be the lead manager and that DLJ shall be the co-
manager), and they acknowledge that the opinion of Goldman, Sachs & Co
shall prevail in the event that there is any disagreement between the
managing underwriters.
6. Except as amended hereby, the Agreement is in all respects ratified and
confirmed. This letter sets forth all agreements of the parties with
respect to the subject matter hereof, and it may not be amended or
terminated orally.
/s/ Richard Colburn AYR, INC.
-------------------------
Richard Colburn By /s/ Richard Colburn
-----------------------------
President
COLBURN FOUNDATION Agreed to and accepted:
By /s/ Richard Colburn UNITED RENTALS, INC.
-----------------------
President By /s/ Michael Nolan
-------------------------
Chief Financial
Officer
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CUSIP NO. 911363109 Page 15 of 16
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AYR, INC.
RICHARD D. COLBURN
COLBURN FOUNDATION
[address omitted for filing]
February 4, 1999
Goldman, Sachs & Co.
85 Broad Street
New York, New York
Colburn Foundation (the "Foundation") proposes to sell shares (the
"Shares") of Common Stock of United Rentals, Inc. in a
registration statement to be filed in the next several days for an
offering (the "offering") of the Shares and of certain other
shares. With the exception of Shares to be sold by the Foundation
pursuant to the offering, during the period beginning on the date
hereof and continuing to and including the date which is the
earliest of (a) the withdrawal or abandonment of the offering by
notice from Goldman, Sachs & Co. or (b) April 30, 1999 if the
offering has not been consummated and Goldman Sachs & Co. has
advised that the offering is not being actively marketed on that
date and (c) 270 days after the date of the offering, neither
Richard Colburn, the Colburn Foundation, Ayr, Inc. or any of their
affiliates will without the prior written consent of Goldman,
Sachs & Co. offer, sell, contract to sell or otherwise dispose of,
any shares of common stock of United Rentals, Inc. or any other
securities of United Rentals, Inc. or any derivative securities,
whether or not such securities have been registered and whether or
not such sale could otherwise be made under Rule 144 or otherwise.
The foregoing paragraph shall not apply to any transfers by
Richard D. Colburn ("Colburn"), Ayr, Inc. or the Foundation or any
of their respective affiliates (a) upon the consummation of any
merger or reorganization of United Rentals, Inc. in which the
surviving entity is not controlled by the persons who controlled
United Rentals, Inc. before such consummation, (b) to one or more
affiliates or one or more members of Colburn's family, or a trust,
corporation, partnership or limited liability company, the sole
beneficiaries of which are members of Colburn's family, or (c) to
one or more charitable organizations.
Notwithstanding clauses (b) and (c) of the preceding sentence, a
transfer referred to in such clauses may be made only if (i) the transfer
does not require the filing of any Form 4 by any person, (ii) no such Form 4
is filed, and (iii) the transferee agrees in writing to be bound by the terms
of this letter (so that, for example, no such transferee shall be permitted
to make Rule 144 sales during the aforesaid period), except that charitable
organizations which receive shares under clause (c) may after the consummation
of the offering make Rule 144 sales of shares received under clause (c) so
long as no individual charitable organization sells more than 25,000
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CUSIP NO. 911363109 Page 16 of 16
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of such shares under Rule 144 and so long all such charitable
organizations together sell no more than 100,000 of such shares
under Rule 144.
/s/ Richard Colburn
------------------------------
Richard Colburn
COLBURN FOUNDATION
By /s/ Richard Colburn
-------------------------------
President
AYR, INC.
By /s/ Richard Colburn
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President
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