<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
UNITED RENTALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7353 06-1493538
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
(203) 622-3131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
BRADLEY S. JACOBS
UNITED RENTALS, INC.
FOUR GREENWICH OFFICE PARK
GREENWICH, CONNECTICUT 06830
(203) 622-3131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
Copies of all communications to:
JOSEPH EHRENREICH, ESQ. STEPHEN M. BESEN, ESQ. PHYLLIS G. KORFF, ESQ.
EHRENREICH EILENBERG WEIL, GOTSHAL & MANGES LLP SKADDEN, ARPS, SLATE,
KRAUSE & ZIVIAN LLP 767 FIFTH AVENUE MEAGHER & FLOM LLP
11 EAST 44TH STREET NEW YORK, NEW YORK 10153 919 THIRD AVENUE
NEW YORK, NEW YORK 10017 (212) 310-8000 NEW YORK, NEW YORK 10022
(212) 986-9700 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-45605
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF
EACH CLASS
OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PRICE PER SHARE(2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock,
par
value
$0.01
per
share.... 1,150,000 $25.5625 $29,396,875 $8,673
- ------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Includes 150,000 shares that the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Based on the expected public offering price.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1 (FILE
NO. 333-45605)
United Rentals, Inc. (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-45605), as amended (including the exhibits
thereto), declared effective at approximately 10:45 a.m. on March 5, 1998, by
the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
5(a)* Opinion of Ehrenreich Eilenberg Krause & Zivian LLP
23(a)* Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included in opinion
filed as Exhibit 5(a))
23(b)* Consent of Ernst & Young LLP
23(c)* Consent of Ernst & Young LLP
23(d)* Consent of Ernst & Young LLP
23(e)* Consent of Ernst & Young LLP
23(f)* Consent of KPMG Peat Marwick LLP
23(g)* Consent of KPMG
23(h) Consent of Webster Duke & Co. PA (incorporated by reference to exhibit
23(i) to the Registrant's Registration Statement on Form S-1, File No.
333-45605)
23(i) Consent of Grant Thornton LLP (incorporated by reference to exhibit
23(j) to the Registrant's Registration Statement on Form S-1, File No.
333-45605)
23(j) Consent of Battaglia, Andrews & Moag, P.C. (incorporated by reference to
exhibit 23(k) to the Registrant's Registration Statement on Form S-1,
File No. 333-45605)
24 Power of Attorney (included on signature page to the Registrant's
Registration Statement on Form S-1 (File No. 333-45605) and incorporated
by reference herein)
- ----------
* Filed herewith
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on March 5, 1998.
UNITED RENTALS, INC.
By: /s/ MICHAEL J. NOLAN
------------------------------------
Michael J. Nolan
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates set forth opposite their
names.
Signature Title Date
--------- ----- ----
/s/ * Chairman, Chief Executive March 5, 1998
- ------------------------- Officer and Director
Bradley S. Jacobs (Principal Executive
Officer)
/s/ * Director March 5, 1998
- --------------------------
John N. Milne
/s/ * Director March 5, 1998
- --------------------------
Ronald D. DeFeo
/s/ * Director March 5, 1998
- --------------------------
Richard J. Heckmann
/s/ * Director March 5, 1998
- --------------------------
Gerald Tsal, Jr.
/s/ MICHAEL J. NOLAN Chief Financial Officer March 5, 1998
- ------------------------- (Principal Financial
Michael J. Nolan Officer)
/s/ SANDRA E. WELWOOD Vice President, Corporate March 5, 1998
- ------------------------- Controller (Principal
Sandra E. Welwood Accounting Officer)
By MICHAEL J. NOLAN
- -------------------------
Michael J. Nolan
Attorney-in-fact
<PAGE>
EXHIBIT 5(a)
[LETTERHEAD OF EHRENREICH EILENBERG KRAUSE & ZIVIAN, LLP]
11 East 44th Street
New York, New York 10017
Telephone: (212) 986-9700
Facsimile: (212) 986-2399
March 4, 1998
United Rentals, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: The following Registration Statements on Form S-1: (i) Registration
Statement No. 333-45605 (the "Initial Registration Statement") and
(ii) a related Registration Statemtement (the "Rule 462 Registration
Statement") filed Pursuant to Rule 462(b) under the Securities Act
of 1933, as amended
Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the above-referenced registration statements, as amended (collectively, the
"Registration Statements"). Such Registration Statements relate to 8,625,000
shares of Common Stock (including 1,125,000 shares subject to an underwriter's
over-allotment option) that the Registration Statements contemplates will be
sold in an underwritten public offering (the foregoing shares being referred to
as the "Offered Shares").
We have reviewed copies of the Amended and Restated Certificate of
Incorporation of the Company, the By-laws of the Company, the Registration
Statements and exhibits thereto and have examined such corporate documents and
records and other certificates, and have made such investigations of law, as we
have deemed necessary in order to render the opinion hereinafter set forth. As
to certain questions of fact material to our opinion, we have relied upon the
certificate of an officer of the Company and upon certificates of public
officials.
Based upon and subject to the foregoing, we are of the opinion that the
Offered Shares will, when sold and paid for as contemplated by the Registration
Statements and the Purchase Agreements filed as an exhibit thereto, be duly
authorized, validly issued, fully paid and non-assessable.
We hereby consent to the reference to us under the caption "Legal Matters"
in the Registration Statements and to the use of this opinion as an exhibit to
the Rule 462 Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Ehrenreich Eilenberg Krause & Zivian, LLP
<PAGE>
Exhibit 23 (B)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1 No. 333-XXXXX) filed on March 6, 1998 pursuant to Rule 462(b) under
the Securities Act of 1933, of our report dated January 30, 1998 with respect to
the consolidated financial statements of United Rentals, Inc. included in
Amendment No. 2 to the Registration Statement (Form S-1 No. 333-45605) and the
related Prospectus of United Rentals, Inc., and to the reference therein to our
firm under the caption "Experts."
/s/ Ernst & Young LLP
MetroPark, New Jersey
March 4, 1998
<PAGE>
Exhibit 23 (C)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1 No. 333-XXXXX) filed on March 6, 1998 pursuant to Rule 462(b) under
the Securities Act of 1933, of our report dated January 23, 1998 with respect to
the financial statements of J&J Rental Services, Inc. included in Amendment No.
2 to the Registration Statement (Form S-1 No. 333-45605) and the related
Prospectus of United Rentals, Inc., and to the reference therein to our firm
under the caption "Experts."
/s/ Ernst & Young LLP
MetroPark, New Jersey
March 4, 1998
<PAGE>
Exhibit 23 (D)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1 No. 333-XXXXX) filed on March 6, 1998 pursuant to Rule 462(b) under
the Securities Act of 1933, of our report dated January 19, 1998 with respect to
the financial statements of Bronco Hi-Lift, Inc. included in Amendment No. 2 to
the Registration Statement (Form S-1 No. 333-45605) and the related Prospectus
of United Rentals, Inc., and to the reference therein to our firm under the
caption "Experts."
/s/ Ernst & Young LLP
MetroPark, New Jersey
March 4, 1998
<PAGE>
Exhibit 23 (E)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1 No. 333-XXXXX) filed on March 6, 1998 pursuant to Rule 462(b) under
the Securities Act of 1933, of our report dated January 23, 1998 with respect to
the financial statements of Mission Valley Rentals, Inc. included in Amendment
No. 2 to the Registration Statement (Form S-1 No. 333-45605) and the related
Prospectus of United Rentals, Inc., and to the reference therein to our firm
under the caption "Experts."
/s/ Ernst & Young LLP
MetroPark, New Jersey
March 4, 1998
<PAGE>
EXHIBIT 23(f)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
A & A Tool Rentals & Sales, Inc.:
We consent to the incorporation by reference in this registration statement
filed on March 6, 1998, pursuant to Rule 462(b) under the Securities Act of 1933
of our report dated November 20, 1997, with respect to the financial statements
of A & A Tool Rentals & Sales, Inc. included in Amendment No. 2 to the
Registration Statement (No. 333-45605) and to the reference to our firm under
the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Sacramento, California
March 4, 1998
<PAGE>
EXHIBIT 23(g)
[LETTERHEAD OF KPMG]
Board of Directors
BNR Group of Companies:
We consent to the incorporation by reference in this registration statement
filed on March 6, 1998, pursuant to rule 462(b) under the Securities Act of 1933
of our report dated February 3, 1998, with respect to the combined financial
statements of BNR Group of Companies included in Amendment No. 2 to the
Registration Statement (No. 333-45605) and to the reference to our firm under
the heading "Experts" in the prospectus.
KPMG
Waterloo, Canada
March 4, 1998
