<PAGE>
Registration No. 333-41419-99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
ON
FORM S-3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Rentals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-1522496
(I.R.S. Employer Identification No.)
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
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)
A copy of all communications, including communications sent to the agent for
service, should be sent to:
Joseph Ehrenreich, Esq. Stephen M. Besen, Esq.
Ehrenreich Eilenberg Krause & Zivian LLP Weil, Gotshal & Manges LLP
11 East 44th Street 767 Fifth Avenue
New York, NY 10017 New York, NY 10153
(212) 986-9700 (212) 310-8000
NOTE: ALL OF THE SHARES COVERED BY THIS REGISTRATION STATEMENT WERE PREVIOUSLY
REGISTERED IN 1997 PURSUANT TO A REGISTRATION STATEMENT ON FORM S-1. THE PURPOSE
OF THIS AMENDMENT IS TO CONVERT THE EXISTING REGISTRATION STATEMENT TO A "SHORT
FORM" S-3 REGISTRATION STATEMENT, WHICH THE REGISTRANT BECAME ELIGIBLE TO USE IN
JANUARY 1999.
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. |_|
<PAGE>
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
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. |_|
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: |_|
<PAGE>
PROSPECTUS
UNITED RENTALS, INC.
Common Stock
----------------------------
Certain of our security holders may sell, from time to time, up to
22,068,853 shares of our common stock. These sales may be made over an extended
period of time. The shares of our common stock that may be sold include:
. 15,543,683 shares that we sold in private placements in 1997 in order
to finance acquisitions;
. 181,112 shares that we issued as payment for an acquisition; and
. 6,344,058 shares that we may issue in the future, if certain warrants
that we sold in private placements in 1997 in order to finance
acquisitions are exercised.
The selling security holders may sell shares:
. through the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions or otherwise;
. directly to purchasers or through agents, brokers, dealers or
underwriters; and
. at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices.
Our common stock is traded on the New York Stock Exchange under the symbol
"URI."
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January 4, 1999
<PAGE>
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature. Such statements can be identified by
the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or comparable
terminology, or by discussions of strategy. You are cautioned that our business
and operations are subject to a variety of risks and uncertainties and,
consequently, our actual results may materially differ from those projected by
any forward-looking statements. Certain of such risks and uncertainties are
discussed below under the heading "Risk Factors." We make no commitment to
revise or update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC.
Such reports, proxy statements, and other information can be read and copied at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including our company.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the documents that we file
with the SEC. This means that we can disclose important information to you by
referring you to those documents. Any information we incorporate in this manner
is considered part of this prospectus. Any information we file with SEC after
the date of this prospectus will automatically update and supersede the
information contained in this prospectus.
We incorporate by reference the following documents that we have filed with
the SEC and any filings that we will make with the SEC in the future under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
this offering is completed:
. Annual Report on Form 10-K for the year ended December 31,1997;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
. Current Report on Form 8-K dated January 27, 1998 and Amendment No. 1
thereto on Form 8-K/A dated February 4, 1998;
. Current Report on Form 8-K dated June 18, 1998 and Amendment No. 1
thereto on Form 8-K/A dated July 21, 1998;
. Current Report on Form 8-K dated June 19, 1998;
. Current Report on Form 8-K dated July 21, 1998;
. Current Report on Form 8-K dated August 7, 1998;
. Current Report on Form 8-K dated September 16, 1998;
. Current Report on Form 8-K dated October 9, 1998;
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. Current Report on Form 8-K dated December 15, 1998;
. Current Report on Form 8-K dated December 24, 1998 ; and
. Registration Statement on Form 8-A dated November 7, 1998 (filed on
December 3, 1998) and Registration Statement on Form 8-A dated August 6,
1998.
We will provide without charge, upon written or oral request, a copy of any
or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to: United Rentals, Inc., Attention:
Corporate Secretary, Four Greenwich Office Park, Greenwich, Connecticut 06830,
telephone number: (203) 622-3131.
UNITED RENTALS, INC.
GENERAL
We are the largest equipment rental company in North America. We offer for
rent a wide variety of equipment (on a daily, weekly, or monthly basis) and
serve customers that include construction industry participants, industrial
companies, homeowners and others. We also sell used equipment, act as a dealer
for certain new equipment, and sell related merchandise and parts.
Our executive offices are located at Four Greenwich Office Park, Greenwich,
Connecticut 06830. Our telephone number is (203) 622-3131.
COMPETITIVE ADVANTAGES
We believe that we benefit from the following competitive advantages:
Low-Cost Purchasing. We have significant purchasing power due to our size
and volume purchasing. As a result, we are able to buy new equipment at prices
that are significantly lower than those generally available to smaller
companies. We are also able to purchase many other products and services--such
as insurance, telephone service and fuel--at attractive rates.
Operating Efficiencies. We generally group our branches into clusters of
10 to 30 locations within a particular geographic region. Our information
technology system links all branches within a cluster and enables each branch to
track and access all equipment at any other branch within the cluster. We
believe that our cluster strategy produces significant operating efficiencies,
including the following:
. the equipment within a cluster is marketed through multiple branches
rather than a single branch--thereby increasing equipment utilization
rates;
. the equipment specialties of different branches are cross-marketed--
thereby increasing revenues without increasing marketing expense; and
. costs are reduced through the centralization of common functions such as
payroll, credit and collection, and heavy maintenance.
Full Range of Rental Equipment. We believe that we have one of the largest
and most diverse equipment rental fleets in the industry. We believe that the
size and diversity of our fleet provide significant advantages, including
enabling us to:
. serve a large and diverse customer base--thereby reducing dependence on
any particular customer;
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. satisfy most or all of a customer's equipment rental needs--thereby
increasing the revenues that can be generated from each customer;
. attract customers by providing the benefit of "one-stop" shopping;
. serve the needs of large customers--such as large industrial companies--
which require assurance that large quantities of diverse equipment will
be available as required; and
. minimize lost sales due to equipment being unavailable.
Information Technology System. We have a modern information technology
system designed to facilitate rapid and informed decision making. This system
provides management with a wide range of real time operating and financial data-
- -including data relating to inventory, receivables, customers, vendors, fleet
utilization and price and sales trends. This system also enables branch
personnel to search for needed equipment throughout a geographic region,
determine the closest location of such equipment and arrange for delivery to the
customer's work site.
Geographic Diversity. We believe that our geographic diversity should
reduce our sensitivity to fluctuations in regional economic conditions and
enable us to transfer equipment to regions where demand is increasing from
regions where demand is flat or decreasing. We also believe that our geographic
diversity and large network of branch locations provide significant operating
advantages including the ability to service national accounts and access used
equipment re-sale markets across the country.
Experienced Management. Our senior management team includes managers with
extensive experience in the equipment rental industry and others with proven
track-records in other industries. Our senior management is supported by our
branch managers who have substantial industry experience and knowledge of the
local markets served. Our senior management is also supported by a team of
acquisition specialists who are engaged full-time in evaluating acquisition
candidates and executing our acquisition program.
RISK FACTORS
In addition to the other information in this document, you should carefully
consider the following factors before making an investment.
SENSITIVITY TO CHANGES IN CONSTRUCTION AND INDUSTRIAL ACTIVITIES
Our equipment is principally used in connection with construction and
industrial activities. Consequently, a downturn in construction or industrial
activity may lead to a decrease in demand for our equipment, which could
adversely affect our business. We have identified below certain of the factors
which may cause such a downturn either temporarily or long-term:
. a general slow-down of the economy;
. an increase in interest rates; or
. adverse weather conditions which may temporarily affect a particular
region.
ACQUIRED COMPANIES NOT HISTORICALLY OPERATED AS A COMBINED BUSINESS
The businesses that we acquired have been in existence an average of 29
years and some have been in existence for more than 50 years. However, these
businesses were not historically
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managed or operated as a single business. Although we believe that we can
successfully manage and operate the acquired businesses as a single business, we
cannot be certain of this.
LIMITED OPERATING HISTORY
We commenced equipment rental operations in October 1997 with the
acquisition of six well-established rental companies and have grown through a
combination of internal growth, the acquisition of 85 additional companies
(through January 4, 1999), and a merger in September 1998 with U.S. Rentals,
Inc. Due to the relatively recent commencement of our operations, we have only
a limited history upon which you can base an assessment of our business and
prospects.
RISKS RELATING TO GROWTH STRATEGY
Our growth strategy is to continue to expand through a combination of
internal growth, a disciplined acquisition program and the opening of new rental
locations. We have identified below some of the risks relating to our growth
strategy:
AVAILABILITY OF ACQUISITION TARGETS AND SITES FOR START-UP LOCATIONS. We
may encounter substantial competition in our efforts to acquire additional
rental companies and sites for start-up locations. Such competition could have
the effect of increasing the prices that we will have to pay in order to acquire
such businesses and sites. We cannot guarantee that any additional businesses
or sites that we may wish to acquire will be available to us on terms that are
acceptable to us.
NEED TO INTEGRATE NEW OPERATIONS. Our ability to realize the expected
benefits from completed and future acquisitions depends, in large part, on our
ability to integrate the new operations with our existing operations in a timely
and effective manner. We, accordingly, devote substantial efforts to the
integration of new operations. We cannot, however, guarantee that these effort
will always be successful. In addition, under certain circumstances, these
efforts could adversely affect our existing operations.
DEBT COVENANTS. Certain of the agreements governing our outstanding
indebtedness provide that we may not make acquisitions unless certain financial
conditions are satisfied or the consent of the lenders is obtained. Our ability
to grow through acquisitions may be constrained as a result of these provisions.
CERTAIN RISKS RELATED TO START-UP LOCATIONS. We expect that start-up
locations may initially have a negative impact on our results of operations and
margins for a number of reasons, including that (1) we will incur significant
start-up expenses in connection with establishing each start-up location and (2)
it will generally take some time following the commencement of operations for a
start-up location to become profitable. Although we believe that start-ups can
generate long-term growth, we cannot guarantee that any start-up location will
become profitable within any specific time period, if at all.
DEPENDENCE ON ADDITIONAL CAPITAL TO FINANCE GROWTH
We will require substantial capital in order to execute our growth
strategy. We will require capital for, among other purposes, completing
acquisitions, establishing new rental locations, and acquiring rental equipment.
If the cash that we generate from our business, together with cash that we may
borrow under our credit facility, is not sufficient to fund our capital
requirements, we will require additional debt and/or equity financing. We
cannot,
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however, be certain that any additional financing will be available or,
if available, will be available on terms that are satisfactory to us. If we are
unable to obtain sufficient additional capital in the future, our ability to
implement our growth strategy could be limited.
POSSIBLE UNDISCOVERED LIABILITIES OF ACQUIRED COMPANIES
Prior to making an acquisition, we seek to assess the liabilities of the
target company that we will become responsible for as a result of the
acquisition. Nevertheless, we may fail to discover certain of such liabilities.
We seek to reduce our risk relating to these possible hidden liabilities by
generally obtaining the agreement of the seller to reimburse us in the event
that we discover any material hidden liabilities. However, this type of
agreement, if obtained, may not fully protect us against hidden liabilities
because (1) the seller's obligation to reimburse us is generally limited in
duration and/or or amount and (2) the seller may not have sufficient financial
resources to reimburse us. Furthermore, when we acquire a public company (such
as when we acquired U.S. Rentals) there is no seller from which to obtain this
type of agreement.
DEPENDENCE ON MANAGEMENT
We are highly dependent upon our senior management team. Consequently, our
business could be adversely affected in the event that we lose the services of
any member of senior management. Furthermore, if we lose the services of
certain members of senior management, it is an event of default under the
agreements governing our credit facility and certain of our other indebtedness,
unless we appoint replacement officers satisfactory to the lenders within 30
days. We do not maintain "key man" life insurance with respect to members of
senior management.
COMPETITION
The equipment rental industry is highly fragmented and competitive. Our
competitors include public companies or divisions of public companies; regional
competitors which operate in one or more states; small, independent businesses
with one or two rental locations; and equipment vendors and dealers who both
sell and rent equipment directly to customers. We may in the future encounter
increased competition from our existing competitors or from new companies. In
addition, certain equipment manufacturers may commence (or increase their
existing efforts relating to) renting and selling equipment directly to our
customers.
QUARTERLY FLUCTUATIONS OF OPERATING RESULTS
We expect that our revenues and operating results may fluctuate from
quarter to quarter due to a number of factors, including:
. seasonal rental patterns of our customers--with rental activity tending
to be lower in the winter;
. changes in general economic conditions in our markets, including changes
in construction and industrial activities;
. the timing of acquisitions, new location openings, and related
expenditures;
. the effect of the integration of acquired businesses and start-up
locations;
. the timing of expenditures for new equipment and the disposition of used
equipment; and
. price changes in response to competitive factors.
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LIABILITY AND INSURANCE
We are exposed to various possible claims relating to our business. These
include claims relating to (1) personal injury or death caused by equipment
rented or sold by us, (2) motor vehicle accidents involving our delivery and
service personnel and (3) employment related claims. We carry a broad range of
insurance for the protection of our asset and operations. However, such
insurance may not fully protect us for a number of reasons, including:
. our coverage is subject to a deductible of $1 million and limited to a
maximum of $97 million per occurrence;
. we do not maintain coverage for environmental liability, since we believes
that the cost for such coverage is high relative to the benefit that it
provides;
. certain types of claims, such as claims for punitive damages or for damages
arising from intentional misconduct, which are often alleged in third party
lawsuits, might not be covered by our insurance; and
. we cannot be certain that insurance will continue to be available to us on
economically reasonable terms, if at all.
ENVIRONMENTAL AND SAFETY REGULATIONS
Our equipment, facilities and operations are subject to certain federal,
state and local laws and regulations relating to environmental protection and
occupational health and safety. These include, among other things, laws and
regulations governing wastewater discharges, the use, treatment, storage and
disposal of solid and hazardous wastes and materials, air quality and the
remediation of contamination associated with the release of hazardous
substances. Under such laws, an owner or lessee of real estate may be liable
for, among other things, (1) the costs of removal or remediation of certain
hazardous or toxic substances located on, in, or emanating from, such property,
as well as related costs of investigation and property damage and substantial
penalties for violations of such laws, and (2) environmental contamination at
facilities where its waste is or has been disposed. Such laws often impose such
liability without regard to whether the owner or lessee knew of, or was
responsible for, the presence of such hazardous or toxic substances. Our
activities that are or may be impacted by these laws include, but are not
limited to, the use of hazardous materials to clean and maintain equipment and
the disposal of solid and hazardous waste and wastewater from equipment washing.
In addition, we dispense petroleum products from underground and above-ground
storage tanks located at certain rental locations and are required from time to
time to remove or upgrade tanks in order to comply with applicable laws.
Furthermore, we have acquired or leased certain locations which have or may have
been contaminated by leakage from underground tanks or other sources and are in
the process of assessing the nature of the required remediation. Based on the
conditions currently known to us, we believe that any unreserved environmental
remediation and compliance costs required with respect to those conditions will
not have a material adverse affect on our business. However, we cannot be
certain that there are no adverse environmental conditions that are not
currently known to us, that all potential releases from underground storage
tanks removed in the past have been identified, or that environmental and safety
requirements will not become more stringent or be interpreted and applied more
stringently in the future. If we are required to incur environmental compliance
or remediation costs that are not currently anticipated by us, our business
could be adversely affected depending on the magnitude of the cost.
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CONCENTRATED CONTROL
The executive officers and directors of our company own in the aggregate
more than 50% of our outstanding common stock. As a result, these persons acting
together may be able to elect the entire Board of Directors of our company and
control its affairs.
RISKS RELATED TO INTERNATIONAL OPERATIONS
Our operations outside the United States are subject to risks normally
associated with international operations. These include the need to convert
currencies, which could result in a gain or loss depending on fluctuations in
exchange rates, and the need to comply with foreign laws.
YEAR 2000 ISSUES
Our software vendors have informed us that our recently-installed
information technology system is year 2000 compliant. We have, therefore, not
developed any contingency plans relating to year 2000 issues and have not
budgeted any funds for year 2000 issues. Although we believe that our system is
year 2000 compliant, unanticipated year 2000 problems may arise which, depending
on the nature and magnitude of the problem, could adversely affect our business.
Furthermore, year 2000 problems involving third parties may have a negative
impact on our customers or suppliers, the general economy or on the ability of
businesses generally to receive essential services (such as telecommunications,
banking services, etc.). Any such occurrence could adversely affect our
business.
USE OF PROCEEDS
The shares covered by this prospectus are being offered by certain selling
security holders and not by our company. Consequently, our company will not
receive any proceeds from the sale of these shares. However, our company may
receive the proceeds from the exercise of certain warrants as described below.
The shares that may be sold pursuant to this prospectus include up to
6,344,058 shares that we may issue in the future, if certain warrants are
exercised. Assuming all such warrants are exercised, we would receive net
proceeds of approximately $63.4 million. We expect to use any such net proceed
for our general corporate activities, which may include:
. making acquisitions;
. repaying, refinancing, redeeming or repurchasing existing indebtedness
or capital stock;
. making capital expenditures; or
. funding working capital requirements.
SELLING SECURITY HOLDERS
Certain of our security holders may sell, from time to time, up to
22,068,853 shares of our common stock. These sales may be made over an extended
period of time. The shares of our common stock that may be sold include:
. 15,543,683 shares that we sold in private placements in 1997 in order to
finance acquisitions;
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. 181,112 shares that we issued as payment for an acquisition; and
. 6,344,058 shares that we may issue in the future, if certain warrants
that we sold in private placements in 1997 in order to finance
acquisitions are exercised.
The table below identifies the selling security holders and indicates the
number of shares that each selling security holder may sell pursuant to this
prospectus. If a selling security holder transfers any of the shares shown in
the table (or any warrants pursuant to which such shares may be acquired), the
transferee will be considered a selling security holder for purposes of this
prospectus, provided that (1) the transfer was a private placement and (2) the
transferee is identified in a supplement to this prospectus.
- ------------------------------------------------------------------------------
NAME SHARES OF COMMON STOCK (1)
- ------------------------------------------------------------------------------
Alto, LLC 105,120
- ------------------------------------------------------------------------------
Andersen & Co. 100,000
- ------------------------------------------------------------------------------
Ashwood Capital Pension Plan 14,286
- ------------------------------------------------------------------------------
BankAmerica Investment Corporation (2) 142,857
- ------------------------------------------------------------------------------
Kurtis Barker (3) 100,000
- ------------------------------------------------------------------------------
Joseph Bloodworth (3)(4) 16,358
- ------------------------------------------------------------------------------
Scott Breault 7,143
- ------------------------------------------------------------------------------
Sharon Brown and Ronald Brown 28,572
- ------------------------------------------------------------------------------
Forrest Burnett, Trustee(4) 16,133
- ------------------------------------------------------------------------------
Brady Carruth(4) 38,095(5)
- ------------------------------------------------------------------------------
May Charaf 22,858
- ------------------------------------------------------------------------------
Paul Devine 8,572
- ------------------------------------------------------------------------------
William Dogget(4) 41,408(5)
- ------------------------------------------------------------------------------
John Drury 230,000
- ------------------------------------------------------------------------------
Equus II Incorporated(4) 54,334
- ------------------------------------------------------------------------------
Frank Erwin(4) 30,917(5)
- ------------------------------------------------------------------------------
Virginia Geils 14,286
- ------------------------------------------------------------------------------
William Genco 26,280
- ------------------------------------------------------------------------------
David Gray 14,286
- ------------------------------------------------------------------------------
Greenland Holdings, Inc. 212,857
- ------------------------------------------------------------------------------
Richard Heckmann(6) 20,000
- ------------------------------------------------------------------------------
HEMA Enterprises LLC 26,280
- ------------------------------------------------------------------------------
Timothy Hickman(3) 28,572
- ------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------
NAME SHARES OF COMMON STOCK (1)
- -------------------------------------------------------------------------------
Wayland Hicks(6) 100,000
- -------------------------------------------------------------------------------
John Howard and Patsy Howard 14,286(5)
- -------------------------------------------------------------------------------
Daniel Imig(3) 5,000
- -------------------------------------------------------------------------------
Albert Jacobs 30,000
- -------------------------------------------------------------------------------
Bradley Jacobs(6) 8,436,800(7)
- -------------------------------------------------------------------------------
Bradley Jacobs, LLC(8) 4,938,200(9)
- -------------------------------------------------------------------------------
Bradley Jacobs (1997) LLC(8) 1,625,000(10)
- -------------------------------------------------------------------------------
Theodore Jacobs 37,143
- -------------------------------------------------------------------------------
Michael Jesselson 12/18/80 Trust 138,572
- -------------------------------------------------------------------------------
Thomas Keegan 10,512
- -------------------------------------------------------------------------------
Jeffrey Klein 26,280
- -------------------------------------------------------------------------------
Joseph Kondrup, Jr.(3) 150,000(11)
- -------------------------------------------------------------------------------
Joyce Miller 7,143
- -------------------------------------------------------------------------------
William Miller 4,286
- -------------------------------------------------------------------------------
John Milne(6) 2,142,857(11)
- -------------------------------------------------------------------------------
Richard Miner 2,858
- -------------------------------------------------------------------------------
Robert Miner (6) 428,571(11)
- -------------------------------------------------------------------------------
MINORCA Limited(12) 72,000
- -------------------------------------------------------------------------------
Moorehead Property Company 100,000
- -------------------------------------------------------------------------------
Christopher Morley, Smith Barney Inc. 10,714
IRA Custodian
- -------------------------------------------------------------------------------
Jeffrey Moslow 40,000
- -------------------------------------------------------------------------------
Mark Mulston and Mary Kathleen Mulston 2,858
- -------------------------------------------------------------------------------
Patricia Nadal 100,000(5)
- -------------------------------------------------------------------------------
Robert Nardone 21,429
- -------------------------------------------------------------------------------
Lewis Nevins and Linda Nevins 4,286
- -------------------------------------------------------------------------------
Michael Nolan(6) 857,144(13)
- -------------------------------------------------------------------------------
Craig Nossel 28,572
- -------------------------------------------------------------------------------
Kai Nyby(3) 150,000(11)
- -------------------------------------------------------------------------------
Patrick O'Shaughnessy 10,512
- -------------------------------------------------------------------------------
Patterson&Co, CoreStates Bank NA, as 214,286
Custodian for Pilgrim Baxter Hybrid Partners I, LP
- -------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------
Lena Perez 10,000
- -------------------------------------------------------------------------------
Sam Cortez Pina 10,511
- -------------------------------------------------------------------------------
Margaret-Mary Preston 14,286
- -------------------------------------------------------------------------------
Proto Investments 71,429
- -------------------------------------------------------------------------------
Mark Pytosh 26,280
- -------------------------------------------------------------------------------
Jack Rafferty(3) 40,000
- -------------------------------------------------------------------------------
Marie Ransdale(3) 5,715
- -------------------------------------------------------------------------------
Paula Seltzer(3) 32,857
- -------------------------------------------------------------------------------
Jill Sosna and Lawrence Sosna 28,572
- -------------------------------------------------------------------------------
Spencer Stuart(14) 5,000
- -------------------------------------------------------------------------------
Marc Sulam 26,280
- -------------------------------------------------------------------------------
Michael Sullivan 10,512
- -------------------------------------------------------------------------------
William Teichner 14,286
- -------------------------------------------------------------------------------
Gerald Tsai, Jr.(6) 240,000
- -------------------------------------------------------------------------------
Donna Vella(3) 8,571
- -------------------------------------------------------------------------------
Vishnu Associates, L.P. 54,286(5)
- -------------------------------------------------------------------------------
Richard Volonino(3) 150,000(11)
- -------------------------------------------------------------------------------
Robert Waldele 5,256
- -------------------------------------------------------------------------------
Debra Wasser and Alan Wasser 4,000
- -------------------------------------------------------------------------------
Sandra Welwood(6) 150,000(11)
- -------------------------------------------------------------------------------
Jonathan P. Wendell 26,287
- -------------------------------------------------------------------------------
J. Bryan Williams III 42,858
- -------------------------------------------------------------------------------
Tom Wirth 1,200(15)
- -------------------------------------------------------------------------------
Leone Young, Smith Barney Inc. IRA Custodian 10,715
- -------------------------------------------------------------------------------
1997 Proto Family Trust 71,429
- -------------------------------------------------------------------------------
(1) Unless otherwise indicated, (a) all shares shown in the table are
outstanding shares held by the indicated selling security holder and (b)
the information in the table is as of December 24, 1998.
(2) This selling security holder is an affiliate of Bank of America National
Trust and Savings Association, which acts as agent for the group of
financial institutions that has provided us with our credit facility.
(3) This selling security holder is a non-officer employee of (or consultant
to) our company.
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(4) We issued the shares indicated as being owned by this selling security
holder as payment for an acquisition.
(5) The information with respect to these shares is as of September 24, 1998.
Some or all of such shares may have been disposed of subsequent to such
date.
(6) This selling security holder is an officer and/or a director of our
company.
(7) Represents 6,707,800 outstanding shares and 1,729,000 shares issuable upon
the exercise of outstanding warrants.
(8) This entity is controlled by Bradley Jacobs, an officer and director of our
company.
(9) Represents 3,292,200 outstanding shares and 1,646,000 shares issuable upon
the exercise of outstanding warrants.
(10) Represents 1,625,000 shares issuable upon the exercise of outstanding
warrants.
(11) Two-thirds of these shares represent currently outstanding shares and one-
third represents shares issuable upon exercise of outstanding warrants.
(12) This entity is a majority-owned family holding and investment company
affiliated with Christian Weyer, a director of our company.
(13) Includes (i) 514,429 outstanding shares held by Mr. Nolan and 285,715
shares issuable upon exercise of warrants held by Mr. Nolan, (ii) 50,000
shares held by Michael Nolan LLC, an entity controlled by Mr. Nolan, and
(iii) 7,000 shares held by Michael Nolan Irrevocable Education Trust, a
trust controlled by Mr. Nolan.
(14) We issued the shares indicated as being owned by this selling security
holder as compensation for executive recruiting services.
(15) Represents shares issuable upon the exercise of an outstanding warrant.
PLAN OF DISTRIBUTION
The selling security holders may sell shares:
. through the New York Stock Exchange, in the over-the-counter market, in
privately negotiated transactions or otherwise;
. directly to purchasers or through agents, brokers, dealers or
underwriters; and
. at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices.
If a selling security holder sells shares through agents, brokers, dealers
or underwriters, such agents, brokers, dealers or underwriters may receive
compensation in the form of discounts, commissions or concessions. Such
compensation may be greater than customary compensation.
To the extent required, we will use our best efforts to file one or more
supplements to this prospectus to describe any material information with respect
to the plan of distribution not previously disclosed in this prospectus or any
material change to such information in the.
LEGAL MATTERS
12
<PAGE>
Certain legal matters relating to the shares of common stock that may be
offered pursuant to this prospectus will be passed upon for us by Weil, Gotshal
& Manges LLP, New York, New York, and Ehrenreich Eilenberg Krause & Zivian LLP,
New York, New York.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the following
financial statements, as set forth in their reports, which are incorporated in
the prospectus by reference:
. the consolidated financial statements of United Rentals, Inc. as of
December 31, 1997 and 1996 and for each of the two years in the period
ended December 31, 1997 and 1996 included in the Company's Current Report
on Form 8-K dated December 15, 1998;
. the financial statements of Mission Valley Rentals, Inc. at June 30, 1996
and 1997 and for the years then ended included in the Company's Current
Report on Form 8-K/A dated February 4, 1998;
. the financial statements of Power Rental Co. Inc. at July 31, 1997 and
for the year then ended, included in the Company's Current Report on Form
8-K/A dated July 21, 1998 and in the Company's Current Report on Form 8-K
dated December 24,1998;
. the combined financial statements of Valley Rentals, Inc. at December
31, 1997 and for the year then ended, and the financial statements of J&J
Rental Services, Inc., at December 31, 1996 and October 22, 1997 and for
each of the two years in the period ended December 31, 1996, the six
months ended June 30, 1997 and for the period from July 1, 1997 to
October 22, 1997, the financial statements of Bronco Hi-Lift, Inc. at
December 31, 1996 and October 24, 1997 and for each of the two years in
the period ended December 31, 1996 and for the period from January 1,
1997 to October 24, 1997, the financial statements of Pro Rentals, Inc.
at December 31, 1997 and for the year then ended, the combined financial
statements of Able Equipment Rental, Inc. at December 31, 1997 and for
the year then ended, the combined financial statements of Channel
Equipment Holding, Inc. at December 31, 1997 and for the year then ended,
the financial statements of ASC Equipment Company at December 31, 1997
and for the year then ended, and the combined financial statements of
Adco Equipment, Inc. at December 31, 1997 and for the year then ended,
included in the Company's Current Report on Form 8-K dated December 24,
1998, these financial statements are incorporated by reference in
reliance on their reports, given on their authority as experts in
accounting and auditing.
The consolidated statements of income, of cash flows and of changes in
stockholders' equity of United Rentals (North America), Inc. for the year ended
December 31, 1995, included in the Company's Current Report on Form 8-K dated
December 15, 1998, and the financial statements of U.S. Rentals, Inc. at
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, incorporated by reference in the Company's Current Report on
Form 8-K dated October 9, 1998, have been audited by PricewaterhouseCoopers LLP,
independent accountants, as set forth in their reports thereon included therein,
and are incorporated by reference herein in reliance on such reports given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of A&A Tool Rentals & Sales, Inc. and
subsidiary as of October 19, 1997 and October 31, 1996, and for the period from
November 1, 1996 to October 19, 1997 and for the years ended October 31, 1996
and 1995, included in the Company's Current Report on Form 8-K dated December
24, 1998, have been audited by KPMG Peat Marwick, LLP, independent certified
public accountants, as set forth in their report thereon included therein, and
are incorporated by reference herein in reliance on such report given upon the
authority of such firm as experts in accounting and auditing.
13
<PAGE>
The financial statements of MERCER Equipment Company included in the
Company's Current Report on Form 8-K dated December 24, 1998 have been audited
by Webster Duke & Co., independent auditors, as set forth in their reports
thereon included therein, and are incorporated by reference herein in reliance
on such reports given upon the authority of such firm as experts in accounting
and auditing.
The combined financial statements of Coran Enterprises, Inc. (dba A-1
Rents) and Monterey Bay Equipment Rental, Inc. included in the Company's Current
Report on Form 8-K dated December 24, 1998 have been audited by Grant Thornton
LLP, independent auditors, as set forth in their report thereon appearing
therein, and are incorporated by reference herein in reliance on such report
given upon the authority of such firm as experts in accounting and auditing.
The combined financial statements of BNR Group of Companies as of March 31,
1996 and 1997 and for the years ended March 31, 1996 and 1997 included in the
Company's Current Report on Form 8-K/A dated February 4, 1998; and the
consolidated financial statements of Perco Group Ltd. as of December 31 1997 and
for the year ended December 31, 1997, included in the Company's Current Report
on Form 8-K dated December 24, 1998, have been incorporated by reference herein
in reliance upon the reports of KPMG LLP, independent chartered accountants,
appearing therein and upon the authority of such firm as experts in accounting
and auditing.
The audited financial statements of Access Rentals, Inc. and Subsidiary and
Affiliate, included in the Company's Current Report on Form 8-K/A dated February
4, 1998, have been incorporated by reference herein in reliance upon the report
of Battaglia, Andrews & Moag, P.C., independent certified public accountants,
210 East Main Street, Batavia, New York 14020, for the periods indicated, given
upon the authority of such firm as experts in accounting and auditing.
The financial statements of West Main Rentals & Sales, Incorporated as of
December 31, 1997, and the year then ended, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been incorporated by reference
herein in reliance upon the report of Moss Adams LLP, independent certified
public accountants, appearing therein and upon the authority of such firm as
experts in accounting and auditing.
The combined financial statements of Equipment Supply Co., Inc. and
Affiliates as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, included in the Company's Current Reports on
Form 8-K dated July 21, 1998 and December 24, 1998, have been audited by BDO
Seidman, LLP independent certified public accountants, as set forth in their
report thereon included therein, and are incorporated by reference herein in
reliance on such report given upon the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of McClinch Inc. and subsidiaries as
of January 31, 1998 and August 31, 1998, and for the year ended January 31, 1998
and the financial statements of McClinch Equipment Services, Inc. as of December
31, 1997 and August 31, 1998, and for the year ended December 31, 1997, included
in the Company's Current Report on Form 8-K dated December 24, 1998, have been
audited by PricewaterhouseCoopers L.L.P., independent accountants, as set forth
in their reports thereon included therein, and are incorporated by
14
<PAGE>
reference herein in reliance on such reports given upon the authority of such
firm as experts in accounting and auditing.
The financial statements of Lift Systems, Inc. as of December 31, 1997 and
the year then ended included in the Company's Current Report on Form 8-K dated
December 24, 1998 are incorporated by reference herein in reliance upon the
report of Altschuler, Melvoin and Glasser LLP, independent accountants,
appearing therein and upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Reitzel Rentals Ltd. as of February 28, 1998
and for the year ended February 28, 1998, included in the Company's Current
Report on Form 8-K dated December 24, 1998, have been audited by
PricewaterhouseCoopers LLP, independent chartered accountants, as set forth in
their report thereon included therein, and are incorporated by reference herein
in reliance on such report given upon the authority of such firm as experts in
accounting and auditing.
The combined financial statements of Grand Valley Equipment Co., Inc. and
Kubota of Grand Rapids, Inc. as of December 31, 1997, and the year then ended,
included in the Company's Current Report on Form 8-K dated December 24, 1998,
have been audited by Beene Garter LLP, independent certified public accountants,
as set forth in their report thereon included therein, and are incorporated by
reference herein in reliance on such given upon the authority of such firm as
experts in accounting and auditing.
The financial statements of Paul E. Carlson, Inc. (d/b/a/ Carlson Equipment
Company) as of February 28, 1998, and for the year then ended, included in the
Company's Current Report on Form 8-K dated December 24, 1998, have been audited
by McGladrey & Pullen, LLP, independent auditors, as stated in their report
appearing therein, and are incorporated by reference herein in reliance on such
report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Industrial Lift, Inc. as of December 31, 1997
and 1996 and the years then ended included in the Company's Current Report on
Form 8-K dated December 24, 1998 are incorporated by reference herein in
reliance upon the report of Schalleur & Surgent, LLC, independent auditors,
appearing therein and upon the authority of such firm as experts in accounting
and auditing.
15
<PAGE>
PART II
Item 14. Other Expenses of Issuance and Distribution
The expenses of the Registrant in connection with the distribution of the
securities being registered hereunder are set forth below and will be borne by
the Registrant. All expenses are estimated other than the SEC registration fee.
Securities and Exchange Commission registration fee........ $ 93,959
- --------------------------------------------------------------------------
Printing expenses.......................................... 100,000
- --------------------------------------------------------------------------
Accounting fees and expenses............................... 50,000
- --------------------------------------------------------------------------
Legal fees and expenses.................................... 50,000
- --------------------------------------------------------------------------
Miscellaneous.............................................. 106,041
--------
- --------------------------------------------------------------------------
Total................................................. $400,000
========
- --------------------------------------------------------------------------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation (the "Certificate") of the United Rentals,
Inc. (the "Company") provides that a director will not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law (the "Delaware Law"), which concerns unlawful payments of dividends, stock
purchases or redemptions, or (iv) for any transaction from which the director
derived an improper personal benefit. If the Delaware Law is subsequently
amended to permit further limitation of the personal liability of directors, the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the Delaware Law as amended.
The Registrant, as a Delaware corporation, is empowered by Section 145 of
the Delaware Law, subject to the procedures and limitation stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
in which such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Registrant. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors, or otherwise. The
Company has entered into indemnification agreements with its directors and
officers. In general, these agreements require the Company to indemnify each of
such persons against expenses, judgments, fines, settlements and other
liabilities incurred in connection with any proceeding (including a derivative
action) to which such person may be made a party by reason of the fact that such
person is or was a director, officer or employee of the Company or guaranteed
any obligations of the Company, provided that the right of an indemnitee to
receive indemnification is subject to the following limitations: (i) an
indemnitee is not entitled to
II-1
<PAGE>
indemnification unless he acted in good faith and in a manner that he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful and (ii) in the case of a
derivative action, an indemnitee is not entitled to indemnification in the event
that he is judged in a final non-appealable decision of a court of competent
jurisdiction to be liable to the Company due to willful misconduct in the
performance of his duties to the Company (unless and only to the extent that the
court determines that the indemnitee is fairly and reasonably entitled to
indemnification).
Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its present and former directors and officers against any
liability asserted against or incurred by them in such capacity or arising out
of their status as such.
Item 16. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Registrant dated August 5, 1998 (incorporated by reference to
Exhibit 3.1 to the Registrant's Report on Form 10-Q for the
quarterly period ended June 30, 1998)
- --------------------------------------------------------------------------------
4.2 Certificate of Amendment to the Registrant's Certificate of
Incorporation dated September 29, 1998
- --------------------------------------------------------------------------------
4.3 By-laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Report on Form 10-Q for the quarterly
period ended June 30, 1998)
- --------------------------------------------------------------------------------
5.1 Opinion of Ehrenreich Eilenberg Krause & Zivian LLP (previously
filed)
- --------------------------------------------------------------------------------
23.1 Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included
in Exhibit 5.1)
- --------------------------------------------------------------------------------
23.2 Consent of Ernst & Young LLP
- --------------------------------------------------------------------------------
23.3 Consent of PricewaterhouseCoopers LLP
- --------------------------------------------------------------------------------
23.4 Consent of KPMG Peat Marwick LLP
- --------------------------------------------------------------------------------
23.5 Consent of Webster Duke & Co.
- --------------------------------------------------------------------------------
23.6 Consent Grant Thornton LLP
- --------------------------------------------------------------------------------
23.7 Consent of KPMG LLP
- --------------------------------------------------------------------------------
23.8 Consent of Battaglia, Andrews & Moag, P.C.
- --------------------------------------------------------------------------------
23.9 Consent of Moss Adams LLP
- --------------------------------------------------------------------------------
23.10 Consent of BDO Seidman LLP
- --------------------------------------------------------------------------------
23.11 Consent of PricewaterhouseCoopers LLP
- --------------------------------------------------------------------------------
23.12 Consent of Altschuler, Melvoin and Glasser LLP
- --------------------------------------------------------------------------------
II-2
<PAGE>
- --------------------------------------------------------------------------------
23.13 Consent of PricewaterhouseCoopers LLP
- --------------------------------------------------------------------------------
23.14 Consent of Beene Garter LLP
- --------------------------------------------------------------------------------
23.15 Consent of McGladrey & Pullen LLP
- --------------------------------------------------------------------------------
23.16 Consent of Schalleur & Surgent, LLC
- --------------------------------------------------------------------------------
23.17 Consent KPMG LLP
- --------------------------------------------------------------------------------
24.1 Power of Attorney (included in Part II of the original
Registration Statement under the caption "Signatures" and in
Part II of this amendment under the caption "Signatures")
- --------------------------------------------------------------------------------
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
. (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
. (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
. (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(i) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective.
(ii) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Post-Effective
Amendment No. 3 to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greenwich, Connecticut, on the 4th
day of January, 1999.
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 indicated. Each person whose
signature appears below hereby authorizes Bradley S. Jacobs, John N. Milne and
Michael J. Nolan and each with full power of substitution, to execute in the
name and on behalf of such person any amendment or any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other documents in connection therewith, making such changes in this
Registration Statement as the Registrant deems appropriate, and appoints each of
Bradley S. Jacobs, John N. Milne and Michael J. Nolan, each with full power of
substitution, attorney-in-fact to sign any amendment and any post-effective
amendment to this Registration Statement and to file the same, with exhibits
thereto, and other documents in connection therewith.
Bradley S. Jacobs
*
---------------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
January 4, 1999
Wayland R. Hicks
/s/ Wayland R. Hicks
--------------------------
Wayland R. Hicks, Director
January 4, 1999
S-1
<PAGE>
John N. Milne
*
--------------------------
John N. Milne, Director
January 4, 1999
William F. Berry
/s/ William F. Berry
--------------------------
William F. Berry, Director
January 4, 1999
John S. McKinney
/s/ John S. McKinney
--------------------------
John S. McKinney, Director
January 4, 1999
Richard D. Colburn
--------------------------
Richard D. Colburn, Director
January , 1999
Ronald M. DeFeo
*
--------------------------
Ronald M. DeFeo, Director
January 4, 1999
Richard J. Heckmann
/s/ Richard J. Heckmann
--------------------------
Richard J. Heckmann, Director
January 4, 1999
S-2
<PAGE>
Gerald Tsai, Jr.
/s/ Gerald Tsai, Jr.
--------------------------
Gerald Tsai, Jr., Director
January 4, 1999
Christian M. Weyer
/s/ Christian M. Weyer
--------------------------
Christian M. Weyer, Director
January 4, 1999
Michael J. Nolan
/s/ Michael J. Nolan
---------------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
January 4, 1999
Sandra E. Welwood
/s/ Sandra E. Welwood
---------------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
January 4, 1999
Michael J. Nolan
*By--------------------------
Attorney-in-Fact
S-3
<PAGE>
Exhibit 4.2
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
UNITED RENTALS, INC.
----------------------
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
----------------------
The undersigned duly authorized officer of United Rentals, Inc., a
Delaware corporation formerly known as United Rentals Holdings, Inc. (the
"Corporation"), does hereby certify that the following amendment to the Amended
and Restated Certificate of Incorporation of the Corporation (the "Charter") has
been duly approved in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
That paragraph "A" of Article III of the Charter be amended to read in
its entirety as follows:
"A. The Corporation is authorized to issue two
classes of stock to be designated, respectively,
"Common Stock" and "Preferred Stock". The amount of
the total authorized capital stock of the Corporation
is 505,000,000 shares, divided into (a) 500,000,000
shares of Common Stock having a par value of $0.01
per share, and (b) 5,000,000 shares of Preferred
Stock having a par value of $0.01 per share."
IN WITNESS WHEREOF, the undersigned does hereby make this certificate,
hereby declaring and certifying that this is the act and deed of the Corporation
and the facts herein stated are true and, accordingly, has executed this
certificate this 29th day of September, 1998.
UNITED RENTALS, INC.
By: /s/ MICHAEL J. NOLAN
----------------------------------
Name: Michael J. Nolan
Title: Chief Financial Officer
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Post
Effective Amendment No. 3 to Registration Statement Form S-3 to Form S-1 and
related Prospectus for registering up to 22,068,853 of its Common Stock and to
the incorporation by reference therein of our report dated November 17, 1998,
with respect to the consolidated financial statements of United Rentals, Inc.
included in the Company's Current Report on Form 8-K dated December 15, 1998;
our report dated January 23, 1998, with respect to the financial statements of
Mission Valley Rentals, Inc. included in the Company's Current Report on Form 8-
K/A dated February 4, 1998; our report dated June 24, 1998, with respect to the
financial statements of Power Rental Co., Inc. included in the Company's Current
Report on Form 8-K dated December 24, 1998; and (i) our report dated April 20,
1998, except for Note 10, as to which the date is April 22, 1998, with respect
to the combined financial statements of Valley Rentals, Inc., (ii) our report
dated January 23, 1998, with respect to the financial statement of J&J Rental
Services, Inc., (iii) our report dated January 19, 1998, with respect to the
financial statements of Bronco Hi-Lift, Inc., (iv) our report dated April 22,
1998, with respect to the financial statements of Pro Rentals, Inc., (v) our
report dated April 15, 1998, with respect to the combined financial statements
of Able Equipment Rental, Inc., (vi) our report Dated April 21, 1998, with
respect to the combined financial statements of Channel Equipment Holding, Inc.,
(vii) our report dated April 22, 1998, with respect to the financial statements
of ASC Equipment Company and (viii) our report dated July 17, 1998, with respect
to the combined financial statements of Adco Equipment, Inc. included in the
Company's Current Report on Form 8-K dated December 24, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
MetroPark, New Jersey
January 5, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (Post-Effective
Amendment No. 3) of United Rentals, Inc. of our report dated November 17, 1998
relating to the financial statements of United Rentals (North America), Inc. and
of our report dated January 28, 1998 relating to the financial statements of
U.S. Rentals, Inc., which appear in such Prospectus. We also consent to the
references to us under the heading "Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
Sacramento, California
January 5, 1999
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
A & A Tool Rentals & Sales, Inc.:
We consent to the incorporation by reference in the registration statement (No.
333-41419=99) on Form S-3 of United Rentals, Inc. of our report dated November
20, 1997, with respect to the consolidated balance sheets of A & A Tool Rental &
Sales, Inc. and subsidiary as of October 19, 1997 and October 31, 1996, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the period from November 1, 1996 to October 19, 1997 and for the years
ended October 31, 1996 and 1995, which report appears in the Form 8-K of United
Rentals, Inc. dated December 24, 1998.
KPMG Peat Marwick LLP
Sacramento, California
January 5, 1999
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 (No. 333-41419-99) and the related
Prospectus of United Rentals, Inc. (the "Company"), for the registration of
22,068,853 of its common stock and to the incorporation by reference therein of
our report dated January 21, 1998 with respect to the financial statements of
MERCER Equipment Company, included in the Company's Report on Form 8-K dated
December 24, 1998.
Webster, Duke & Co. PA
January 5, 1999
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated January 21, 1998, accompanying the
combined financial statements of Coran Enterprises, Inc., dba A-1 Rents, and
Monterey Bay Equipment Rental, Inc., appearing in the United Rentals, Inc.
Report on Form 8-K dated December 24, 1998, which are incorporated by reference
in this Registration Statement and Prospectus. We consent to the incorporation
by reference in the Registration Statement and Prospectus of the aforementioned
report and to the use of our name as it appears under the caption "Experts."
Grant Thorton LLP
San Jose, California
January 4, 1999
<PAGE>
Exhibit 23.7
BOARD OF DIRECTORS
THE BNR GROUP OF COMPANIES:
We consent to the incorporation by reference in the Registration Statement
(No. 333-41419-99) on Form S-3 of United Rentals, Inc. of our report dated
February 3, 1998, with respect to the combined financial statements of BNR Group
of Companies as of March 31, 1997 and 1996 which report appears in the Form
8-K/A of United Rentals, Inc. dated February 4, 1998.
KPMG LLP
Waterloo, Canada
January 5, 1999
<PAGE>
Exhibit 23.8
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 (No. 333-41419-99) and the related Prospectus
of United Rentals, Inc. (the Company), for the registration of up to 22,068,853
shares of its common stock, and to the incorporation by reference therein of our
report dated January 22, 1998 with respect to the financial statements of Access
Rentals, Inc., and Subsidiary and Affiliate, included in the Company's Report on
Form 8-K/A dated February 4, 1998.
Battaglia, Andrews & Moag, P.C.
Batavia, New York
January 4, 1999
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Post-Effective Amendment No. 3 (Registration No.
333-41419-99) of this Registration Statement of United Rentals, Inc., (the
"Company") on Form S-3, of our report dated April 22, 1998, relating to the
financial statements of West Main Rentals and Sales, Incorporated, which appear
in the Company's Report on Form 8-K dated December 24, 1998. We also consent to
the reference to our Firm under the heading "Experts" in the Prospectus.
Moss Adams LLP
Eugene, Oregon
January 5, 1999
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Exhibit 23.10
CONSENT OF INDEPENDENT AUDITORS
Equipment Supply Co., Inc. and Affiliates
Burlington, New Jersey
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of 22,068,853 of its common
stock and to the incorporation by reference therein of our reports dated June
19, 1998, except for Notes 9 and 15 which are as of July 10, 1998, with respect
to the combined financial statements of Equipment Supply Co., Inc. and
Affiliates, included in the Company's Reports on Form 8-K dated July 21, 1998
and December 24, 1998.
BDO Seidman LLP
Philadelphia, Pennsylvania
January 4, 1999
<PAGE>
Exhibit 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (No. 333-41419-99)
of United Rentals, Inc. of our reports dated March 6, 1998 and October 28, 1998,
on our audits of the financial statements of McClinch Equipment Services, Inc.
as of December 31, 1997 and August 31, 1998 and for the year ended December 31,
1997 and of our reports dated March 25, 1998 and October 28, 1998 on our audits
of the consolidated financial statements of McClinch, Inc. and Subsidiaries as
of January 31, 1998 and August 31, 1998 and for the year ended January 31, 1998.
We also consent to the reference to our firm under the caption "Experts".
PricewaterhouseCoopers LLP
Stamford, Connecticut
January 5, 1999
<PAGE>
EXHIBIT 23.12
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Post-Effective Amendment No. 3 on Form S-3 to Form S-1 Registration
Statement of United Rentals, Inc. and to the incorporation by reference therein
of our report dated March 12, 1998, except for Note 8 as to which the date is
July 28, 1998, with respect to the financial statements of Lift Systems, Inc.
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
January 5, 1999
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EXHIBIT 23.13
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 (No. 333-41419-99) of United Rentals, Inc. of
our report dated July 27, 1998 relating to the financial statements of Reitzel
Rentals Ltd. which appears in such Prospectus. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Kitchener, Ontario
January 5, 1999
<PAGE>
EXHIBIT 23.14
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 (post effective amendment to Form S-1 No. 33-
41419-99) and the related Prospectus of United Rentals, Inc. (the "Company"),
and to the incorporation by reference therein of our report dated July 23, 1998
with respect to the combined financial statements of Grand Valley Equipment Co.,
Inc. and Kubota of Grand Rapids, Inc., included in the Company's Report on Form
8-K dated December 24, 1998.
Beene Garter LLP
January 5, 1999
Grand Rapids, Michigan
<PAGE>
EXHIBIT 23.15
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 (No. 333-41419-99) and the related
Prospectus of United Rentals, Inc. (the "Company"), for the registration of
22,068,853 of its common stock and to the incorporation by reference therein of
our report dated April 21, 1998 with respect to the financial statements of Paul
E. Carlson, Inc. (d/b/a Carlson Equipment Company), included in the Company's
Report on Form 8-K dated December 24, 1998.
McGladrey & Pullen LLP
January 5, 1999
<PAGE>
EXHIBIT 23.16
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
We consent to the reference to our firm under the caption "Experts" in
this Post-Effective Amendment No. 3 to Registration Statement Number 333-41419-
99 on Form S-3 to Form S-1 and the related Prospectus of United Rentals, Inc.
(the "Company") and to the incorporation by reference therein of our report
dated February 26, 1998 with respect to the financial statements of Industrial
Lift, Inc., included in the Company's Report on Form 8-K dated December 24,
1998.
Schalleur & Surgent LLC
January 4, 1999
<PAGE>
EXHIBIT 23.17
BOARD OF DIRECTORS
PERCO GROUP LTD
We consent to the incorporation by reference in the Registration Statement
(No. 333-41419-99) on Form S-3 of United Rentals, Inc. of our report dated
February 2, 1998, except as to note 14 which is as of May 22, 1998, with respect
to the consolidated financial statements of Perco Group Ltd as of December 31,
1997 which report appears in the Form 8-K of United Rentals, Inc. dated
December 24, 1998.
KPMG LLP
Montreal, Canada
January 5, 1999
