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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c),
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
UNITED RENTALS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
911363 10 9
(CUSIP number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
Continued on Following Pages (Page 1 of 6 Pages)
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CUSIP NO. 911363 10 9
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1. NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Bradley S. Jacobs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
17,466,767
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
17,466,767
8. SHARED DISPOSITIVE POWER
3,983,572
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,450,339*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.7%
12. TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 911363 10 9
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Item 1(a). Name of Issuer:
United Rentals, Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
Four Greenwich Office Park, Greenwich, Connecticut 06830
Item 2(a). Name of Person Filing:
Bradley S. Jacobs
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o United Rentals, Inc. Four Greenwich Office Park Greenwich, Connecticut
06830
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
911363 10 9
Item 3. Identification of Persons filing pursuant to Rules 13d-1(b), or
13d-2(b) or (c):
Not applicable
Item 4. Ownership
(a) Amount Beneficially Owned:
Bradley S. Jacobs (a founder of the Company and its Chairman and Chief
Executive Officer) beneficially owns (As of February 11, 2000) an aggregate of
21,450,339 shares of Common Stock. These shares are comprised of (i) 10,500,100
outstanding shares held by Mr. Jacobs or by limited liability companies which he
controls, (ii) 5,000,000 shares that may be acquired pursuant to currently
exercisable warrants held by Mr. Jacobs or by limited liability companies which
he controls, (iii) 1,966,667 shares that may be acquired pursuant to currently
exercisable options (or options that will become exercisable within 60 days)
held by Mr. Jacobs and (iv) 2,690,714 outstanding shares held by others and
1,292,858 shares that others may acquire pursuant to currently exercisable
warrants held by them. As described in the following paragraph, Mr. Jacobs has
certain contractual rights to control the disposition of the shares held by
others described in clause (iv) above and, consequently, is deemed to be a
"beneficial owner" of such shares for purposes of Rule 13d-3 of the Securities
Exchange Act of 1934.
Prior to the Company's initial public offering, the Company sold shares and
warrants to certain of its officers and employees. These securities are
referred to as the "Private Placement Securities." The shares and warrants
described in clause (iv) of the preceding paragraph are Private Placement
Securities held by certain officers or employees of the Company. Each holder
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CUSIP NO. 911363 10 9
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of these securities has entered into an agreement with Mr. Jacobs and the
Company which provides that (1) if Mr. Jacobs (or any other person or entity
which Mr. Jacobs may designate as his affiliate for purposes of the agreement)
sells any Private Placement Securities that he beneficially owns in a
commercial, non-charitable transaction, then Mr. Jacobs is required to use his
best efforts to sell (and has the right to sell subject to certain exceptions)
on behalf of each such holder a pro rata portion of each such holder's Private
Placement Securities at then prevailing prices. Such provision terminates,
depending on the individual, in September or October 2002.
(b) Percent of Class
26.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
17,466,767
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
17,466,767
(iv) Shared power to dispose or to direct the disposition of:
3,983,572
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
As described under Item 4 above, for purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, Mr. Jacobs is deemed to be the "beneficial
owner" of certain securities held by others. Mr. Jacobs has no pecuniary
interest in these securities and, accordingly, any dividends paid in respect
of, and all proceeds from the disposition of, these securities held by others
will be paid to the record owners of these securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not applicable.
Item 8 Identification and Classification of Members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
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CUSIP NO. 911363 10 9
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Not applicable.
Item 10 Certifications:
Not applicable.
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CUSIP NO. 911363 10 9
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 10, 2000
/s/ Bradley S. Jacobs
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Bradley S. Jacobs
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