SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
United Rentals, Inc.
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(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. Colburn
c/o O'Melveny & Myers LLP
1999 Avenue of the Stars, Ste. 700
Los Angeles, California 90067-6035
(310) 246-6700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 2000
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(Date of Event which Requires Filing of this Statement)
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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 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
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
7 SOLE VOTING POWER
-0- shares of Common Stock
8 SHARED VOTING POWER
13,649,962 shares of Common Stock (See Item 5)
9 SOLE DISPOSITIVE POWER
-0- shares of Common Stock
10 SHARED DISPOSITIVE POWER
13,649,962 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
13,649,962 shares of Common Stock (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
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 applicable
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
1,649,962 shares of Common Stock
9 SOLE DISPOSITIVE POWER
-0- shares of Common Stock
10 SHARED DISPOSITIVE POWER
1,649,962 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,962 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)
2.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
1 NAME OF REPORTING PERSONS
Colburn Music Fund
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 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
12,000,000 shares of Common Stock (See Item 5)
9 SOLE DISPOSITIVE POWER
-0- shares of Common Stock
10 SHARED DISPOSITIVE POWER
12,000,000 shares of Common Stock (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000,000 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)
17.1% (SEE ITEM 5)
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 3 amends and supplements 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,
as amended by (a) Amendment No. 1 filed on February 5, 1999, and (b)
Amendment No. 2 filed on April 13, 1999 (as amended, the "Schedule 13D").
Except as set forth in this Amendment No. 3, 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., a Delaware corporation ("URI"), with its
principal executive offices at Four Greenwich Office Park,
Greenwich, Connecticut 06830. As of August 1, 2000, URI had
70,286,251 shares of Common Stock outstanding, according to
information reported in URI's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on August 11, 2000.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by (i) Richard D. Colburn, an
individual ("Mr. Colburn"), (ii) Ayr, Inc., a California corporation
("Ayr"), and (iii) the Colburn Music Fund, a California nonprofit public
benefit corporation (the "Music Fund") (collectively, the "Reporting
Persons"). In addition, the information set forth in Items 2 (b) through
(f) below is included with respect to (i) Christine I. Colburn ("Ms. C.
Colburn"), an individual and a Director of Ayr, (ii) David D. Colburn
("Mr. D. Colburn"), an individual and a Director of Ayr, (iii) McKee D.
Colburn ("Mr. M. Colburn"), an individual and a Director of Ayr, (iv)
Colette McDougall ("Ms. McDougall"), an individual and the Vice President and
Treasurer of Ayr, (v) Pamela B. Johnson ("Ms. Johnson"), an individual and
the Secretary of Ayr, (vi) Robert Egelston ("Mr. Egelston"),
an individual and a Director and the Chairman of the Board of the Music
Fund, and (vii) Eugene I. Krieger ("Mr. Krieger"), an individual and a
Director and the Secretary and Treasurer of the Music Fund.
The Colburn Foundation, a California nonprofit public benefit
corporation and previously a "reporting person" on the Schedule 13D,
sold its remaining 290,000 shares of Common Stock on December 21, 1999,
and is no longer a reporting person.
Ayr is a company that holds shares of URI and various other
investments. All of the shares of Ayr are beneficially owned by
Mr. Colburn through the Richard D. Colburn Trust dated April 29, 1969,
as amended from time to time (the "Trust"), which is a revocable
grantor trust. Mr. Colburn, through the Trust, is the sole stockholder,
a Director and the Chairman of the Board and President of Ayr and is in
a position to determine the investment and voting decisions made by Ayr.
The Music Fund is a charitable organization that holds shares of URI.
Mr. Colburn is a Director and the President of the Music Fund and
may be in a position to determine the investment and voting decisions
made by the Music Fund. Therefore, Mr. Colburn may be deemed to be
the beneficial owner of the shares of URI held by Ayr and the
Music Fund, 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, as amended (the "Exchange Act") with respect to the
shares covered by this statement. Ayr and Mr. Colburn disclaim
beneficial ownership of the shares of Common Stock held by the
Music Fund.
(b) The business address of Ayr, Mr. Colburn, Ms. C. Colburn,
Mr. Egelston, Ms. McDougall and the Music Fund is:
c/o O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067-6035
The business address of Mr. D. Colburn is:
555 Skokie Boulevard, Suite 555
Northbrook, Illinois 60062
The business address of Mr. M. Colburn is:
36025 Cathedral Canyon
Cathedral City, California 92234
The business address of Ms. Johnson is:
31356 Via Colinas
Westlake Village, California 91362
The business address of Mr. Krieger is:
4444 Lakeside Drive
Burbank, Califonia 91505
(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
Mr. Colburn: private investor, Director, Chairman of the
Board and President of Ayr, Chairman Emeritus of URI,
and Director and President of the Music Fund
Music Fund: nonprofit charitable corporation
Ms. C. Colburn: none
Mr. D. Colburn: private investor
Mr. M. Colburn: branch manager for URI
Mr. Egelston: retired person
Mr. Krieger: Vice Chairman and CFO of Shamrock Holdings, Inc.
Ms. McDougall: office manager / bookkeeper for Mr. Colburn
Ms. 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable (See Item 4)
ITEM 4. PURPOSE OF TRANSACTION
On October 6, 2000, Ayr donated 11,500,000 shares of
Common Stock to the Music Fund, and an additional 500,000
shares of Common Stock on October 10, 2000 (collectively,
the "Donated Shares"), together with the assignment of certain
related registration rights as described in Item 6.
The Reporting Persons have no present intention of purchasing
any shares of Common Stock or selling any shares. 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 donate shares of Common Stock
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 the donee
charities within the volume limitations of Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, Ayr is the record and beneficial
owner of 1,649,962 shares of Common Stock, which constitutes
2.3% of the outstanding shares of Common Stock. Mr. Colburn
does not directly own any Common Stock but, by virtue of his
position through the Trust, as the sole stockholder of Ayr, and as
a Director, Chairman of the Board and President of Ayr, may be
deemed to beneficially own the shares of Common Stock held by Ayr. The
Music Fund is the record and beneficial owner of 12,000,000 shares
of Common Stock, which constitutes 17.1% of the outstanding shares
of Common Stock. As a Director and the President of the Music Fund,
Mr. Colburn may be deemed to beneficially own the shares of Common
Stock held by the Music Fund. Therefore, Mr. Colburn may be deemed
to be the indirect beneficial owner of 13,649,962 shares of Common
Stock, which constitutes 19.4% of the outstanding shares of the
Common Stock. Ayr and Mr. Colburn disclaim beneficial ownership of the
shares held by the Music Fund.
(b) Ayr and Mr. 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 Music Fund and
Mr. 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 Music Fund.
(c) On May 31, 2000, Ayr donated 1,000 shares of Common Stock
to a public charity. On June 5, 2000, Ayr donated 2,500 shares of
Common Stock to a public charity. On June 8, 2000, Ayr donated 1,400
shares of Common Stock to a public charity. On June 14, 2000, Ayr
donated 1,600 shares of Common Stock to a public charity. On
October 6, 2000, Ayr contributed 11,500,000 shares of Common Stock
to the Music Fund, and on October 10, 2000, Ayr contributed an
additional 500,000 shares of Common Stock to the Music Fund.
(d) The Music Fund is a charitable organization under
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
As such, any 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 Common Stock
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
In connection with the merger of URI and U.S. Rentals, Inc.,
a Delaware corporation, in September 1998, Ayr and URI entered into
a Registration Rights Agreement under which Ayr is entitled to registration
rights with respect to the shares of Common Stock received by Ayr in the
merger (the "Merger Shares"). Under the Registration Rights Agreement,
Ayr has the right to give a demand notice to cause URI to file a
registration statement under the Securities Act for an underwritten
public offering covering all of its remaining Merger Shares,
subject to certain delay rights of URI.
In connection with the contribution to the Music Fund of the
Donated Shares, Ayr assigned to the Music Fund registrations
rights with respect to the Donated Shares, including the right to
make one demand on URI to file a registration statement under the
Securities Act for an underwritten public offering covering all of
its Donated Shares, subject to certain delay rights of URI.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. JOINT FILING STATEMENT.
2. REGISTRATION RIGHTS AGREEMENT (incorporated by reference
to Exhibit 10(kk) to the URI Registration Statement on
Form S-4 (Registration No. 333-63171)).
3. DEED OF GIFT AND ASSIGNMENT OF REGISTRATION RIGHTS,
dated as of October 6, 2000, between Ayr and the Music
Fund.
4. DEED OF GIFT AND ASSIGNMENT OF REGISTRATION RIGHTS,
dated as of October 10, 2000, between Ayr and the Music
Fund.
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: October 13, 2000
Ayr, Inc.
By: /s/ Richard D. Colburn
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Richard D. Colburn
President
/s/ Richard D. Colburn
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RICHARD D. COLBURN
Colburn Music Fund
By: /s/ Richard D. Colburn
---------------------------
Richard D. Colburn
President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
------------------------------------------------------------------
1. Joint Filing Statement
2. Registration Rights Agreement*
3. Deed of Gift and Assignment
of Registration Rights
4. Deed of Gift and Assignment
of Registration Rights
*Incorporated by reference to Exhibit 10(kk) to the URI
Registration Statement on Form S-4 (Registration No. 333-63171).
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: October 13, 2000
Ayr, Inc.
By: /s/ Richard D. Colburn
---------------------------
Richard D. Colburn
President
/s/ Richard D. Colburn
---------------------------
RICHARD D. COLBURN
Colburn Music Fund
By: /s/ Richard D. Colburn
---------------------------
Richard D. Colburn
President
<PAGE>
DEED OF GIFT AND ASSIGNMENT
OF REGISTRATION RIGHTS
This Deed of Gift and Assignment of Registration Rights (this
"Deed of Gift") is entered into as of October 6, 2000, by and between
Ayr, Inc., a California corporation ("Donor"), and the Colburn Music
Fund, a California nonprofit public benefit corporation ("Donee").
Capitalized terms not defined herein have the meanings given to such
terms in that certain 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 thereto (the
"Registration Rights Agreement").
RECITALS
WHEREAS, Donor wishes to donate eleven million five hundred
thousand 11,500,000) shares of common stock of the Company
(the "Shares") to Donee and to assign to Donee certain
registration rights related to the Shares; and
WHEREAS, Donee wishes to accept the Shares and the
registration rights related thereto; and
WHEREAS, Donor and Donee have entered into a separate
Restricted Fund Agreement dated as of the date hereof (the
"Restricted Fund Agreement") to govern the Shares and all
proceeds, dividends, distributions and profits therefrom.
AGREEMENT
1. ASSIGNMENT. Donor hereby irrevocably transfers and assigns
all of its right, title and interest in and to the Shares
to Donee. In connection with the transfer and assignment
of the Shares, Donor also hereby irrevocably transfers and
assigns to Donee Donor's rights under the Registration Rights
Agreement with respect to the Shares, including the right to
make one Demand Notice pursuant to Section 2.1 of the
Registration Rights Agreement. Donee may exercise
any and all of such rights with respect to the Shares
as if it were a Holder under the Registration Rights Agreement.
2. AGREEMENT OF DONEE. Donee, as a Permitted Transferee of
Registrable Securities held by Donor, hereby agrees to become
a party to, and to be fully bound by the terms of, the
Registration Rights Agreement. Donor and Donee hereby
acknowledge and agree that the Company is intended to
be a third party beneficiary of this Section 2.
3. COMPLIANCE WITH RESTRICTED FUND AGREEMENT. Nothing herein
shall be deemed to override any provision of the Restricted
Fund Agreement, and to the extent there is any inconsistency or
conflict between the provisions of this Deed of Gift and the
Restricted Fund Agreement, the provisions of the Restricted
Fund Agreement shall govern.
4. GOVERNING LAW. This Deed of Gift is to be construed and
enforced in accordance with the internal laws of the State of
California.
IN WITNESS WHEREOF, the undersigned have executed this Deed of
Gift as of the date set forth above.
COLBURN MUSIC FUND
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
President
AYR, INC.
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
President
<PAGE>
DEED OF GIFT AND ASSIGNMENT
OF REGISTRATION RIGHTS
This Deed of Gift and Assignment of Registration Rights (this
"Deed of Gift") is entered into as of October 10, 2000, by and between
Ayr, Inc., a California corporation ("Donor"), and the Colburn
Music Fund, a California nonprofit public benefit corporation ("Donee").
Capitalized terms not defined herein have the meanings given to such
terms in that certain 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 thereto (the "Registration
Rights Agreement").
RECITALS
WHEREAS, on October 6, 2000, Donor donated eleven million
five hundred thousand (11,500,000) shares of common stock of the
Company (the "Prior Shares") to Donee and assigned to Donee certain
registration rights related to such shares, and Donor wishes to donate an
additional five hundred thousand (500,000) shares of common stock of the
Company (the "Shares") to Donee and to assign to Donee certain registration
rights related to the Shares; and
WHEREAS, Donee wishes to accept the Shares and the registration rights
related thereto; and
WHEREAS, Donor and Donee have entered into a separate Restricted Fund
Agreement dated as of October 6, 2000 (the "Restricted Fund Agreement") to
govern the Prior Shares and the Shares and all proceeds, dividends,
distributions and profits therefrom.
AGREEMENT
1. ASSIGNMENT. Donor hereby irrevocably transfers and assigns all of
its right, title and interest in and to the Shares to Donee. In
connection with the transfer and assignment of the Shares,
Donor also hereby irrevocably transfers and assigns to Donee
Donor's rights under the Registration Rights Agreement with
respect to the Shares, including the right to make in the
aggregate one Demand Notice pursuant to Section 2.1 of the
Registration Rights Agreement with respect to the Shares and
the Prior Shares. Donee may exercise any and all of such
rights with respect to the Shares as if
it were a Holder under the Registration Rights Agreement.
2. AGREEMENT OF DONEE. Donee, as a Permitted Transferee of
Registrable Securities held by Donor, hereby agrees to become
a party to, and to be fully bound by the terms of, the
Registration Rights Agreement. Donor and Donee hereby
acknowledge and agree that the Company is
intended to be a third party beneficiary of this Section 2.
3. COMPLIANCE WITH RESTRICTED FUND AGREEMENT. Nothing herein
shall be deemed to override any provision of the Restricted
Fund Agreement, and to the extent there is any inconsistency
or conflict between the provisions of this Deed of Gift and
the Restricted Fund Agreement, the provisions of the
Restricted Fund Agreement shall govern.
4. GOVERNING LAW. This Deed of Gift is to be construed and
enforced in accordance with the internal laws of the State of
California.
IN WITNESS WHEREOF, the undersigned have executed this Deed of
Gift as of the date set forth above.
COLBURN MUSIC FUND
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
President
AYR, INC.
By: /s/ Richard D. Colburn
----------------------
Richard D. Colburn
President
