SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1 AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
Neff Corp.
---------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
---------------------------------------------------------------------
(Title of Class of Securities)
006400941
---------------------------------------------------------------------
CUSIP Number
John Milne
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, CT 06830
(203) 622-3131
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With copies to:
Matthew C. Womble, Esq. Richard J. Grossman, Esq.
United Rentals, Inc. Skadden, Arps, Slate, Meagher & Flom LLP
Five Greenwich Office Park Four Times Square
Greenwich, Connecticut 06830 New York, New York 10036
(203) 622-3131 (212) 735-3000
December 29, 2000
---------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: |_|
CUSIP NO. 006400941 13D PAGE 2 OF 15 PAGES
----------------------------- ----------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
United Rentals, Inc.
0615224966
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |_|
(b) |X|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS* OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH See Item 5
REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
------------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 006400941 13D PAGE 3 OF 15 PAGES
----------------------------- ----------------------------
NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
1
United Rentals (North America), Inc.
061493538
-------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
2 (a) |_|
(b) |X|
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS* OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 100 See Item 5
BENEFICIALLY ----------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH See Item 5
REPORTING ----------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100 See Item 5
----------------------------------------------
10 SHARED DISPOSITIVE POWER
See Item 5
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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)
See Item 5
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Schedule 13D is being filed by United Rentals, Inc., a
Delaware corporation ("United Rentals") and its wholly owned subsidiary
United Rentals (North America), Inc., a Delaware corporation ("URNA"), with
respect to Class A Common Stock and Class B Special Common Stock (as such
terms are defined below) of Neff Corp., a Delaware corporation (the
"Company" or "Neff"). On December 29, 2000, United Rentals submitted to the
Special Committee of the Board of Directors of Neff a non-binding proposal
pursuant to a proposal letter (the "Proposal Letter") and a related term
sheet (the "Term Sheet"), attached hereto as Exhibit 1, to acquire in a
stock-for- stock merger a majority of the common stock of Neff. Also
attached hereto as Exhibit 2 is a non-binding letter dated December 29,
2000 (the "Stockholder Letter") among United Rentals, GE Capital, the Mas
Family and Santos (as such terms are defined below). The Proposal Letter
along with the attached Term Sheet and the Stockholder Letter describe the
proposed merger transaction (the "Proposed Transaction") in which a newly
formed wholly owned subsidiary of United Rentals would merge with and into
Neff in a stock-for-stock merger.
By virtue of the Proposal Letter, the Stockholder Letter and as
a result of the matters described in Item 4 below, United Rentals together
with GE Capital, Santos and the Mas Family may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) or Rule 13d-5(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a
member of a group, United Rentals may be deemed to share voting and
dispositive power with respect to, and therefore beneficially own, the
shares of Class A Common Stock and Class B Special Common Stock owned or
deemed to be beneficially owned by the members of the group as a whole,
including GE Capital, Santos and the Mas Family. United Rentals does not
have the power to vote or dispose of any such shares owned by GE Capital,
Santos or the Mas Family. United Rentals expressly disclaims that any such
"group" has been formed and also disclaims beneficial ownership of any such
shares held by any other members of such group or shares which may be held
individually by certain directors or officers of United Rentals.
ITEM 1. SECURITY AND ISSUER.
The classes of equity securities to which this statement relates
are the Class A Common Stock, par value $0.01 per share ("Class A Common
Stock") and Class B Special Common Stock, par value $0.01 per share ("Class
B Common Stock", and together with the Class A Common Stock, the "Company
Common Stock"), of Neff. The Class B Special Common stock is convertible on
a share for share basis into the Class A Common Stock. The principal
executive offices of Neff are located at 3750 N.W. 87th Avenue, Miami,
Florida 33178.
ITEM 2. IDENTITY AND BACKGROUND.
Items 2(a), (b) and (c):
This statement is being filed by United Rentals and URNA, in each
case for and on behalf of itself.
United Rentals is the largest equipment rental company in North
America, with an integrated network of more than 740 locations in 47
states, seven Canadian provinces and Mexico. United Rentals' 15,000
employees serve over 1.2 million customers including construction and
industrial companies, manufacturers, utilities, municipalities, homeowners
and others. United Rentals offers for rent over 600 different types of
equipment with a total original cost of approximately $3.4 billion.
United Rentals' and URNA's principal executive offices are located
at Five Greenwich Office Park, Greenwich, CT 06830.
Items 2(d) and (e):
Neither United Rentals or URNA nor any of their executive officers
or directors has been convicted in a criminal proceeding during the past
five years (excluding traffic violations and similar misdemeanors).
Neither United Rentals or URNA nor any of their executive officers
or directors has been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the past five years as
a result of which it was or is 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.
Item 2(f):
Attached as Schedule A to this Schedule 13D is information
concerning United Rentals and URNA and other persons and entities as to
which such information is required to be disclosed in response to Item 2
and General Instruction C to Schedule 13D, and such information is
incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in more detail below in Item 4, United Rentals would
not pay cash for Company Common Stock. Rather, United Rentals would issue
its equity securities in the Proposed Transaction. As part of the Proposed
Transaction, (i) the shares of Class A Common Stock held by public
stockholders of Neff would be converted into shares of newly issued United
Rentals common stock, par value $0.01 per share ("United Rentals Common
Stock"), (ii) the Class A Common Stock of Neff owned by Jorge Mas and
certain members of his family (the "Mas Family") would be converted into
newly issued United Rentals Series C Perpetual Convertible Preferred Stock
("Series C Preferred Stock"), (iii) the Class A Common Stock of Neff owned
by Santos Fund I, L.P. ("Santos") would be converted into Class B Common
Stock of Neff, and (iv) General Electric Capital Corporation ("GE Capital")
would maintain its Class B Common Stock in Neff.
ITEM 4. PURPOSE OF TRANSACTIONS.
As described in the Proposal Letter and the Term Sheet, from
United Rentals to the Company's Special Committee of the Board of Directors
(the "Special Committee"), United Rentals made a non-binding proposal to
enter into a merger transaction (the "Merger") in which, among other
things, United Rentals would acquire all shares of Company Common Stock not
held by GE Capital or Santos. In the Merger, a wholly owned subsidiary of
United Rentals would be merged with and into the Company, with the Company
surviving as a subsidiary of United Rentals (the "Surviving Corporation").
Pursuant to the proposed terms of the Merger set forth in the Term Sheet
attached to the Proposal Letter, (i) each of the approximately 6.6 million
shares of Class A Common Stock currently owned by public stockholders would
be exchanged for 0.18 (the "Exchange Ratio") of a share of newly issued
United Rentals Common Stock, (ii) the approximately 8.6 million shares of
Class A Common Stock currently owned by the Mas Family would be exchanged
for shares of newly issued Series C Preferred Stock of United Rentals (as
described below) with an aggregate liquidation preference equal to the
value of approximately 1,548,000 shares of United Rentals common stock
(based upon the product of the Exchange Ratio and 8.6 million), (iii) each
of the 0.9 million shares of Class A Common Stock currently owned by Santos
would be exchanged for 0.9 million shares of Class B Common Stock of the
Surviving Corporation after giving effect to the Merger, and (iv) GE
Capital would maintain its 5.1 million shares of Class B Common Stock in
Neff and hold such shares of the Surviving Corporation after giving effect
to the Merger (with such Class B Common Stock of the Surviving Corporation
held by GE Capital and Santos having reduced voting rights so that GE
Capital and Santos would, in the aggregate, have less than 20% of the
voting power of the Surviving Corporation upon consummation of the Merger).
After the closing, GE Capital and Santos would collectively own 6 million
shares of Class B Common Stock of the Surviving Corporation, subject to the
rights of each of GE Capital and Santos to sell all or a portion of their
respective shares to United Rentals for aggregate consideration of $96
million in 2010, and the right of United Rentals to buy all of these shares
for aggregate consideration of not less than $96 million commencing in
2002. These periods could be accelerated under certain conditions.
If the Proposed Transaction is completed, an investor group
(including GE Capital) would purchase from United Rentals $90 million of
newly issued shares of Series C Preferred Stock.
Each share of Series C Preferred Stock, liquidation preference
$1,000 per share, would be convertible into shares of United Rentals common
stock at a conversion price equal to 15% above the average closing price of
United Rentals Common Stock on the New York Stock Exchange for the 10-day
trading period ending on the trading day prior to consummation of the
Merger, but in no event less than $22.00 per share.The Series C Preferred
Stock would not accrue dividends, and would be entitled to dividends only
if United Rentals declares dividends on United Rentals Common Stock.
In addition, pursuant to the Proposed Transaction, United Rentals
would offer to exchange (the "Exchange Offer") a new issue of United
Rentals 10.25% Senior Subordinated Notes due 2008 (the "New Notes") for
Neff's 10.25% Senior Subordinated Notes due 2008 (the "Old Notes"). The
exchange offer would be at an exchange ratio of $750 principal amount of
New Notes for each $1,000 principal amount of Old Notes.
The Proposal Letter provides that the Proposed Transaction would
be subject to certain conditions including, among others, (i) the approvals
of each of the Special Committee, the Boards of Directors of United Rentals
and the Company, United Rentals' senior lenders, Company stockholders, and
applicable regulatory agencies, (ii) completion of satisfactory due
diligence (including branch due diligence after receiving full access and
cooperation by the Company), (iii) execution of a definitive merger
agreement and satisfaction of its terms and conditions, (iv) confirmation
prior to execution of a definitive merger agreement that the proposed
transaction would not negatively change United Rentals' credit ratings as
of December 29, 2000, and (v) acceptance of the Exchange Offer by holders
of at least 95% of the Old Notes. There can be no assurance that these
conditions will be met or that this transaction will be completed.
If the Proposed Transaction were completed, the Company employee
stock options would rollover into United Rentals options based on the
Exchange Ratio. In connection with the Proposed Transaction, the Class A
Common Stock would be delisted from the New York Stock Exchange and
deregistered under the Exchange Act.
The Proposal Letter constitutes a non-binding indication of
interest regarding a transaction on the general terms and conditions
outlined in such letter. The Proposal Letter does not purport to summarize
all of the terms and conditions upon which any transaction would be based,
which terms and conditions would be contained fully only in any final
documentation, and indicates only the principal terms and conditions under
which an overall transaction would be considered. United Rentals has
reserved the right, for whatever reason or for no reason, to change the
terms of its indication of interest or cease further consideration of any
transaction, at any time without liability to any party.
United Rentals, GE Capital, Santos and the Mas Family have each
agreed, pursuant to the Stockholder Letter, to support the transaction
described in the Proposal Letter. In that regard, if a definitive merger
agreement were entered into, it is expected that GE Capital, Santos and the
Mas Family would agree to vote their Company Common Stock in favor of the
merger. The Stockholder Letter constitutes a non- binding agreement in
principle pursuant to which any party may change the terms of its
participation or cease participation in the transaction at any time without
any liability.
United Rentals intends to enter into discussions with the Special
Committee, management and its financial and legal advisors. If the proposal
is acceptable to the Special Committee, and subject to the conditions set
forth in the Proposal Letter, United Rentals intends to negotiate the terms
of a definitive merger agreement and definitive agreements with GE Capital
and the Mas Family regarding the Series C Preferred Stock and related
matters. United Rentals plans to conduct its due diligence, including
branch due diligence, after receiving full access and cooperation by Neff.
There can be no assurance that a definitive merger agreement will be
entered into.
United Rentals intends to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, market
price of the Class A Common Stock, conditions in securities markets
generally, general economic and industry conditions and other factors.
Accordingly, United Rentals reserves the right to change its plans and
intentions at any time, as it deems appropriate, including with respect to
the Proposed Transaction, and may terminate, modify, or withdraw the
proposal contained in the Proposal Letter.
On January 3-5, 2001, nine separate Complaints (the "Complaints")
were filed in the Court of Chancery of the State of Delaware ("Delaware
Court of Chancery"), naming as defendants United Rentals and certain
stockholders and directors of Neff. See Leonard v. Mas et al., Del. Ch.,
C.A. No. 18588 NC (Jan. 3, 2001); Vogel v. Mas et al., Del. Ch., C.A. No.
18589 NC (Jan. 3, 2001); Jason Beck Trust v. Mas et al., Del. Ch., C.A. No.
18590 NC (Jan. 3, 2001); Berger v. Mas et al., Del. Ch., C.A. No. 18591 NC
(Jan. 3, 2001); Crescente v. Mas et al., Del. Ch., C.A. No. 18592 NC (Jan.
3, 2001); BDS, LLC and Gordon McCormick, Individual Retirement Account v.
Mas et al., Del. Ch., C.A. No. 18592 NC (Jan. 4, 2001); Ivette Chinigo v.
Mas et al., Del. Ch., C.A. No. 18594 NC (Jan. 4, 2001); Simon Katz and Rose
Katz v. Mas et al., Del. Ch., C.A. No. 18596 NC (Jan. 5, 2001); and
Kerrigan v. Mas et al., Del. Ch., C.A. No. 18597 NC (Jan. 5, 2001). Each
Complaint alleges that United Rentals, in connection with the Proposed
Transaction to acquire Neff, knowingly aided and abetted breaches of
fiduciary duty committed by certain majority stockholders and directors of
Neff. Specifically, the Complaints allege that United Rentals and the other
defendants agreed to the Proposed Transaction to acquire Neff on terms
favorable only to the Neff majority stockholders, thereby assuring their
agreement to and cooperation with a proposal which is unfair to Neff's
minority stockholders. Each of the Complaints seeks, among other things,
(1) an order permitting these actions to be maintained as a class action;
(2) preliminarily and permanently enjoining the defendants from proceeding
with, consummating or closing the proposed transaction; (3) in the event
the Proposed Transaction is consummated, rescinding or setting it aside or
awarding rescissory damages; (4) money damages; and (5) attorneys' and
experts' fees and costs. United Rentals believes the claims alleged against
United Rentals in these Complaints are without merit and intends to contest
them.
The Proposal Letter (and related Term Sheet) described herein is
filed as Exhibit 1 to this Schedule 13D and is incorporated herein by
reference. Also filed as Exhibit 2 to this Schedule 13D and incorporated
herein by reference is the Stockholder Letter.
Except as set forth above, United Rentals does not have any plans
or proposals which relate to or would result in the types of transactions
set forth in subparagraphs (a) through (j) of the instructions to Item 4 of
Schedule 13D (although United Rentals reserves the right to develop such
plans or proposals).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) and (b):
United Rentals does not own any Company Common Stock. URNA owns
100 shares of the Class A Common Stock, representing less than 0.1% of the
outstanding Class A Common Stock.
Based on publicly available information, GE Capital is the
beneficial owner of 5,100,000 shares of Class B Common Stock (constituting
approximately 24.1% of the outstanding Class A Common Stock.*)
Based on publicly available information, Santos is the direct
beneficial owner of 900,000 shares of Class A Common Stock (constituting
approximately 4.25% of the outstanding Class A Common Stock.*)
Based on publicly available information, the Mas Family
beneficially owns approximately 8,565,000 shares of Class A Common Stock
(constituting approximately 40.5% of the outstanding Class A Common
Stock.*)
As of the date hereof, to the knowledge of United Rentals, the
aggregate number of shares of Company Common Stock beneficially owned by GE
Capital, Santos and the Mas Family is approximately 14,565,000,
representing approximately 68.8% of the Company Common Stock.
Except for the 100 shares of Class A Common Stock owned by URNA,
neither the filing of this Schedule 13D nor anything contained herein is
intended as, or shall be deemed to constitute, an admission that United
Rentals or URNA is the "beneficial owner" of any shares of Company Common
Stock.
Item 5(c):
--------
* For the purposes of calculating the percentage of Class A Common
Stock beneficially owned by any person set forth herein, it is
assumed that the Class B Common Stock held by GE Capital has been
converted into Class A Common Stock.
Except as set forth above, neither United Rentals or URNA nor, to
the best of their knowledge, any of their executive officers or directors,
has effected any transaction in any Company Common Stock during the past 60
days.
Item 5(d) and (e):
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4, and 5 hereof and the Exhibits
attached hereto are incorporated herein by reference.
United Rentals entered into a confidentiality agreement (the
"Confidentiality Agreement"), dated May 19, 1999, as amended and
supplemented on August 3, 2000, in which United Rentals agreed to keep
confidential all non-public information of Neff to which it is given
access. In addition, the Confidentiality Agreement provided for a
standstill whereby, unless invited by the Company or its Board of
Directors, United Rentals agreed that until August 2, 2001 it would not (a)
participate in any (i) acquisition of Company securities or assets, (ii)
tender offer, merger or business combination, (iii) recapitalization,
restructuring, liquidation or dissolution, (iv) solicitation of proxies or
consents to vote any voting securities, (b) form or participate in any
"group" (as defined in the Exchange Act) or otherwise act alone or in
concert to seek to control or influence the management, Board of Directors
or policies of the Company, (c) take any action which might force the
Company to make a public announcement regarding the matters set forth in
(a) above, or (d) enter into any discussions or arrangement with any third
party with respect to any of the foregoing. However, if the Board of
Directors of the Company recommends or approves a transaction that would
result in any person or "group" (a) beneficially owning more than 35% of
the outstanding voting securities of the Company not beneficially owned by
such person or "group" on May 12, 1999, or acquiring all or substantially
all of the assets of the Company, or engaging in a transaction involving a
merger, tender or exchange offer, recapitalization or other business
combination or similar transaction involving the Company or its
subsidiaries, (b) having the right to elect a majority of the Company's
Board of Directors, or (c) commencing or announcing a tender or exchange
offer for more than 35% of the outstanding voting securities of the Company
not beneficially owned by such person or "group" on May 12, 1999, then
United Rentals may take any of the actions described in the foregoing
provisions of this paragraph. The amendment and supplement to the
Confidentiality Agreement which contains the "standstill" provision is
attached hereto as Exhibit 3 and is incorporated herein by reference.
Except as set forth in this Schedule 13D (including the Proposal
Letter and the Stockholder Letter described in Item 4 hereof and the
Confidentiality Agreement described above), to the best knowledge of United
Rentals and URNA, neither United Rentals nor URNA has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities of the Company,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power or investment power over such
securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Proposal Letter, dated December 29, 2000, submitted by United
Rentals, Inc. to the Special Committee of the Board of
Directors of Neff Corp. (and related Term Sheet).
Exhibit 2: Stockholder Letter, dated December 29, 2000, among United
Rentals, Inc., GE Capital Corporation, certain members of the
Mas family and Santos Fund I, L.P.
Exhibit 3: Letter Agreement, dated August 3, 2000, by and between United
Rentals, Inc. and Neff Corp.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: January 8, 2001
UNITED RENTALS, INC.
By: /s/ John Milne
-------------------------------------
Name: John N. Milne
Title: Vice Chairman
UNITED RENTALS (NORTH AMERICA), INC.
By: /s/ John Milne
-------------------------------------
Name: John N. Milne
Title: Vice Chairman
SCHEDULE A
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of
the executive officers and directors of United Rentals and URNA is set
forth below. Except as noted below, all such persons hold the same position
in URNA as in United Rentals.
Name and Present Principal Occupation
Residence or Business Address* or Employment
Bradley S. Jacobs Chief Executive Officer and Chairman
Wayland R. Hicks Chief Operating Officer and Vice Chairman
John N. Milne Chief Acquisition Officer and Vice Chairman
Michael J. Nolan Chief Financial Officer
Robert P. Miner Vice President, Strategic Planning
John S. McKinney Vice President, Finance and Director
Peter R. Borzilleri Vice President, Corporate Controller
Leon D. Black Director
Apollo Management, LP (Partner, Apollo Management, L.P.)
1301 Avenue of the Americas
38th Floor
New York, NY 10019
Richard D. Colburn Director
1581 Cummins Drive
Modesto, CA 95358
Ronald M. DeFeo Director
Terex Corporation (Chairman, Chief Executive Officer and
500 Post Road East President, Terex Corporation)
Suite 320
Wesport, CT 06880
Michael S. Gross Director
Apollo Management, LP (Partner, Apollo Management, L.P.)
1301 Avenue of the Americas
38th Floor
New York, NY 10019
Richard J. Heckmann Director
Vivendi Water (Chairman of the Board, Vivendi Water)
40-004 Cook Street
Palm Desert, CA 92211
Gerald Tsai, Jr. Director
Tsai Management, Inc. (President, Tsai Management, Inc.)
200 Park Avenue, #4501
New York, NY 10166
Christian M. Weyer Director
Enerfin S.A. (President, Enerfin S.A.)
Rue Antoine Saladin 3 Bis
CH-1299 Cras-Pres-Celigny
Geneva, Switzerland
David Katz (URNA only) Director
-------------------------
* Unless otherwise indicated, the address is c/o
United Rentals, Inc., Five Greenwich Office Park, Greenwich, CT
06830.
EXHIBIT INDEX
Exhibit No.
Exhibit 1: Proposal Letter, dated December 29, 2000, submitted by
United Rentals, Inc. to the Special Committee of the Board of
Directors of Neff Corp. (and related Term Sheet).
Exhibit 2: Stockholder Letter, dated December 29, 2000, among United
Rentals, Inc., GE Capital Corporation, certain members of the
Mas family and Santos Fund I, L.P.
Exhibit 3: Letter Agreement, dated August 3, 2000, by and between
United Rentals, Inc. and Neff Corp.
