CARPENTER W R NORTH AMERICA INC
8-K, 2000-09-29
EQUIPMENT RENTAL & LEASING, NEC
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                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

                  Pursuant to section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                    Date of Report: September 29, 2000

                    W.R. CARPENTER NORTH AMERICA, INC.
          (Exact name of registrant as specified in its charter)

     STATE OF DELAWARE         333-31187             54-1049647
     (State or other          (Commission          (IRS Employer
     jurisdiction of           File Number)         Identification No.)
     incorporation)

                         7433 North First Street,
                             Fresno, CA 93720
           (Address of principal executive offices and zip code)

                              (559) 353-3950
           (Registrant's telephone number, including area code)

Item 5.  Other Events.

         On September 29, 2000, W.R. Carpenter North America, Inc. (the
"Company") announced the signing and simultaneous closing of a definitive
agreement with a wholly owned subsidiary of United Rentals, Inc.
("NYSE:URI") providing for the sale of all of the assets and outstanding
capital stock of Horizon High Reach, Inc., formerly a wholly owned
subsidiary of the Company for $90 million (subject to certain adjustments
to be based on a post-closing audit).  Attached as Exhibit 99.c, and
incorporated herein by this reference, is a copy of the Company's press
release dated September 29, 2000 entitled "W.R. Carpenter Announces the
Sale of Horizon High-Reach, Inc. to United Rentals."

Item 7.  Financial Statements and Exhibits

(c)     Exhibits.

99.c    Press Release of W.R.  Carpenter  North America,  Inc.
        Dated September 29,2000
<PAGE>

SIGNATURE

Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused this  Current  Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.

Dated:  September 29, 2000

W.R. CARPENTER NORTH AMERICA, INC.

By /s/  Graham D. Croot, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.           Title

99.c   W.R. Carpenter North America, Inc. press release dated
       September 29, 2000 entitled
       " W.R. Carpenter Announces the Sale of  Horizon High-Reach, Inc.
       to United Rentals ".

<PAGE>
                               EXHIBIT 99.C

News Release

September 29, 2000

Source:    W. R. Carpenter North America, Inc.

Contact:   Graham D. Croot, W.R. Carpenter North America, Inc.
           (559)353-3953


W.R. CARPENTER ANNOUNCES THE SALE OF HORIZON HIGH REACH, INC. TO UNITED
RENTALS

      FRESNO, CA., SEPTEMBER 29, 2000 -- W.R. Carpenter North America, Inc.
(the "Company") announced today the signing and simultaneous closing
of a definitive agreement with a wholly owned subsidiary of United Rentals, Inc
("NYSE:URI"), whereby the Company has sold all of the assets and outstanding
capital stock of Horizon High Reach, Inc. ("Horizon"), formerly a wholly owned
subsidiary of the Company, for total consideration of $90 million (subject to
certain adjustments to be based on a post-closing audit).  At closing, the
Company received consideration consisting of $50 million in cash and two senior
unsecured 5 year promissory notes in the aggregate principal amount
of $40 million.

      The Company is a holding company for its wholly owned subsidiary,
UpRight, Inc., a leading manufacturer of aerial work platforms.  Horizon is a
leading industrial equipment rental, sales and service company specializing in
aerial work platforms, with annual revenues of approximately $90 million for
the last completed fiscal
year.

      Forward-looking  statements  in this  release  are made  pursuant to
the "safe harbor"  provisions of the Private  Securities  Litigation Reform
Act of 1995. Investors are cautioned that such  forward-looking  statements
involve risks and uncertainties,  including, without limitation,  continued
acceptance  of the Company's  products,  increased  levels of  competition,
new products and  technological  changes,  the  Company's  dependence  upon
third-party  suppliers,  intellectual  property  rights,  and  other  risks
detailed  from time to time in the  Company's  periodic  reports filed with
the Securities and Exchange Commission.



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