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
SEPTEMBER 29, 1998
(Date of Report; Date of Earliest Event Reported)
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrants)
Delaware 1-14387 06-1522496
Delaware 1-13663 06-1493538
(State of (Commission File Numbers) (IRS Employer
Incorporation) Identification
Numbers)
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
(Address of Principal Executive Offices)
(203) 622-3131
(Registrants' telephone number, including area code)
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Item 2. ACQUISITION OF ASSETS.
On September 29, 1998, the merger (the "Merger") of United Rentals,
Inc. ("United Rentals") and U.S. Rentals, Inc. ("U.S. Rentals") was completed.
The Merger was effected by having UR Acquisition Corporation, a wholly-owned
subsidiary of United Rentals, merge with and into U.S. Rentals. Following
the Merger, United Rentals contributed the capital stock of U.S. Rentals to
United Rentals (North America), Inc. ("URI"), a wholly owned subsidiary of
United Rentals. U.S. Rentals will be operated as a subsidiary of URI.
Pursuant to the Merger, each outstanding share of common stock of
U.S. Rentals was converted into the right to receive 0.9625 of a share (the
"Exchange Ratio") of common stock of United Rentals (and cash in lieu of any
fraction of a share). An aggregate of approximately 29.6 million shares of
United Rentals common stock will be issued in the Merger in exchange for
the outstanding shares of U.S. Rentals common stock (with up to approximately
4 million additional shares of United Rentals common stock being issuable
in the future in respect of options that had previously been issued to
employees and directors of U.S. Rentals and were assumed by United Rentals in
connection with the Merger). In addition, URI assumed approximately $413.6
million of indebtedness of U.S. Rentals pursuant to the Merger. A portion
of such indebtedness (approximately $392.0 million was refinanced through
a new $750 million revolving credit facility that URI obtained concurrently
with the closing of the Merger.
The following changes were made to the Board of Directors of United
Rentals in connection with the Merger: Richard D. Colburn (chairman of U.S.
Rentals prior to the Merger) was appointed a director and chairman emeritus;
William F. Berry (president and chief executive officer of U.S. Rentals
prior to the Merger) was appointed a director; and John S. McKinney (chief
financial officer of U.S. Rentals prior to the Merger) was appointed a
director. The six members of the Board of Directors prior to the Merger are
continuing as directors.
The following changes were made to the officers of United Rentals
(and URI) in connection with the Merger: (i) Wayland R. Hicks (president
and chief operating officer of United Rentals and URI prior to the Merger)
became vice chairman while continuing as chief operating officer, (ii)
William F. Berry became president and (iii) John S. McKinney became
vice president, finance. Bradley S. Jacobs, John N. Milne, Michael J.
Nolan and Robert P. Miner continue to serve in the respective positions
held by them prior to the Merger.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBIT
(a) Financial Statements of Business Acquired
Historical financial statements of U.S. Rentals (and the notes
thereto) have previously been filed with the Securities and
Exchange Commission (the "Commission") and are incorporated
herein by reference to Exhibits K, L and M to the Joint Proxy
Statement/Prospectus forming part of U.S. Rentals' Registration Statement
on Form S-4 filed with the Commission on September 10, 1998
(Registration No. 333-63171; the "Registration Statement").
(b) Pro Forma Financial Information
Pro forma financial information with respect to the
Merger has previously been filed with the Commission and is
incorporated herein by reference to the combined unaudited pro
forma condensed financial statements of United Rentals and U.S. Rentals,
and the notes and supplemental information with respect thereto, included
under the caption "Combined Unaudited Pro Forma Condensed
Financial Statements" in the Joint Proxy Statement/Prospectus
forming part of the Registration Statement.
(c) Exhibit
2 Amended and Restated Agreement and Plan
of Merger, dated as of August 31, 1998, among U.S.
Rentals, Inc., United Rentals, Inc. and UR
Acquisition Corporation (incorporated by reference
to Exhibit A to the Joint Proxy
Statement/Prospectus forming part of the
Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: October 8, 1998 UNITED RENTALS, INC.
By: /s/ MICHAEL J. NOLAN
Name: Michael J. Nolan
Title: Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: October 8, 1998 UNITED RENTALS (NORTH AMERICA), INC.
By: /s/MICHAEL J. NOLAN
Name: Michael J. Nolan
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2 Amended and Restated Agreement and Plan
of Merger, dated as of August 31, 1998, among U.S.
Rentals, Inc., United Rentals, Inc. and UR
Acquisition Corporation (incorporated by reference
to Exhibit A to the Joint Proxy
Statement/Prospectus forming part of the
Registration Statement)
