NEFF CORP
8-K, 2001-01-04
EQUIPMENT RENTAL & LEASING, NEC
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                                  UNITED STATES
                       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 (Date of earliest event reported): January 2, 2001

                                   NEFF CORP.
             (Exact name of registrant as specified in its charter)

           Delaware                001-14145                    65-0626400
____________________________  ________________________    ____________________
(State or other jurisdiction  (Commission File Number)    (I.R.S. Employer
           of Incorporation)                              identification Number)

              3750 N.W. 87th Avenue, Suite 400, Miami, Florida 33178
               (Address or principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (305) 513-3350

<PAGE>

                              Item 5. OTHER EVENTS

     On January 2, 2001,  Neff Corp.  issued a press release to announce that it
had  received  a proposal  from  United  Rentals,  Inc.  to  acquire  all of the
outstanding  shares of Neff Corp.  A copy of such press  release is  attached as
Exhibit 99 hereto and incorporated by referance.

                   Item 7. FINANCIAL STATEMENTS AND EXHIBITS

                                 (c) Exhibits.


             The following Exhibit is filed as part of the report.

                    (99) Press Release dated January 2, 2001
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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.

                                              Neff Corp.
                                              Registrant
Date: January 4, 2001
                                              /s/ Mark Irion
                                              _______________________________
                                              Mark Irion
                                              Chief Financial Officer
                                              On behalf of the registrant and as
                                              Principal Financial and Accounting
                                              Officer


<PAGE>
                                 Exhibit Index


Exhibit           Description                                          Page

(99)              Press Release dated January 2, 2000                   5

<PAGE>
Neff Corp. Reports Receiving a Proposal From United Rentals Inc.

     Miami, Florida (January,  2, 2001) Neff Corp.  (NYSE:NFF),  announced today
that it has received a proposal from United  Rentals Inc.  (NYSE:URI) to acquire
all of the  outstanding  shares of Neff Corp.  held by the public at an exchange
ratio of .18 shares of United Rentals for each share of the company,  subject to
the satisfaction of certain terms and conditions.  Neff's board of directors has
established  a special  committee  of  independent  directors  to  consider  the
proposal. The members of the special committee are Mr. Paul Dean and Mr. Michael
Markbreiter. Cadwalader, Wickersham & Taft has been retained as legal counsel to
the special committee.  There can be no assurances that the proposed transaction
or any similar type of transaction will be consummated.

Note: This press release contains forward-looking information within the meaning
of the  Private  Securities  Litigation  reform Act.  Actual  results may differ
materially from those projected in the  forward-looking  statements.  Risks that
could   cause   actual   results  to  differ   materially   from  those  in  the
forward-looking  statements  include,  but are not limited to, risks inherent in
the company's growth strategy,  such as the uncertainty that the Company will be
able to identify,  acquire and integrate attractive acquisition candidates;  the
Company's  dependence on additional capital for future growth; and the degree to
which the Company is  leveraged.  Additional  information  concerning  these and
other risks and  uncertainties  is contained from  time-to-time in the Company's
SEC  filings.  In  light of  these  risks  and  uncertainties,  there  can be no
assurance that the results  referred to in  forward-looking  statements  made in
this press release will in fact occur.
Contact:
     Neff Corp., Miami
     Peter G. Gladis, 305/513-3350, ext. 205
     or
     Mark H. Irion, 305/513-3350, ext. 212




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