<PAGE>
RULE NO. 424(b)(3)
REGISTRATION NO. 333-64463
Prospectus Supplement No.2 dated April 15, 1999
to the Prospectus (the "Prospectus") of
United Rentals, Inc. (the "Company") and United Rentals Trust I,
dated January 20, 1999
(included in Registration Statement on Form S-3,
Registration No. 333-64463)
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The entities or persons listed below are considered Selling Holders for
purposes of the Prospectus with respect to the indicated numbers of Preferred
Securities beneficially owned by each such Selling Holder and shares of Common
Stock currently issuable upon conversion of such Preferred Securities. The
Prospectus covers all securities shown in the table below (and any Debentures
acquired in exchange therefor). In certain cases, the indicated Preferred
Securities may be held of record by a nominee or custodian for the account of
the Selling Holder. The indicated number of shares of Common Stock issuable
upon conversion of the Preferred Securities is subject to adjustment in ceratin
circumstances as described in the Prospectus. Capitalized terms used herein and
not defined herein have the meanings set forth in the Prospectus.
<TABLE>
<CAPTION>
# of Shares of
# of Issuable
Preferred upon
Securities Conversion of
Selling Holder Owned Pref. Securities
- -------------- ----- ----------------
<S> <C> <C>
Alpine Associates 306,000 350,654
Alpine Partners, L.P. 30,000 34,377
Argent Classic Convertible Arbitrage Fund (Bermuda) L.P. (1) 5,000 5,729
Argent Classic Convertible Arbitrage Fund L.P. (1) 70,000 80,215
Arkansas Teachers Retirement 25,000 28,648
Associated Electric & Gas Insurance Services Limited 8,000 9,167
Bank America Pension Plan 25,000 28,648
Baptist Health of South Florida 1,800 2,062
BNP Arbitrage SNC (1) 165,300 189,422
Boston Museum of Fine Arts 1,350 1,547
CIBC Oppenheimer Corp. 25,000 28,648
Citadel Limited Partnership 50,000 57,296
Deeprock & Co. 45,000 51,566
Deutsche Bank Securities (1) (2) (3) 162,500 186,213
Dunham & Associates II 600 687
Dunham & Associates III 5,700 6,531
Engineers Joint Pension Fund 3,000 3,437
General Motors Employees Domestic Group Pension Trust 115,500 132,354
General Motors Foundation 4,200 4,812
General Motors Welfare Benefit Trust 15,000 17,188
Goldman, Sachs & Co. (1) (2) 42,000 48,129
Lipper Convertibles, L.P. 100,000 114,593
Merrill Lynch Pierce Fenner & Smith Inc. (2) 26,500 30,367
Monumental Life Insurance Company -- (Teamster - Camden
Non-Enhanced) 110,000 126,052
Morgan Stanley Dean Witter Convertible Securities Trust 70,000 80,215
Motors Insurance Corporation 30,300 34,721
NationsBanc Montgomery Securities LLC (4) 40,000 45,837
Nicholas Applegate Convertible Fund 66,100 75,745
Northern Trust Company 8,000 9,167
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Oppenheimer Convertible Securities Fund 10,000 11,459
Paloma Securities L.L.C. (1) 103,600 118,718
The Paul Revere Life Insurance Company 85,000 97,404
Peoples Benefit Life Insurance Company 40,000 45,837
Provident Life and Accident Insurance Company 90,000 103,133
Salomon Smith Barney Inc. (2) 107,500 123,187
San Diego City Retirement 8,600 9,854
San Diego County Convertible 26,500 30,367
Stark International 136,500 156,419
State Street Bank & Trust as trustee for General Motors
Employees Global Group Pension Trust (5) 18,000 20,626
Susquehanna Capital Group 35,000 40,107
Wake Forest University 6,800 7,792
</TABLE>
(1) The securities shown in the table with respect to this Selling Holder are
in addition to the securities shown with respect to this Selling Holder in
the Prospectus to which this supplement relates.
(2) The indicated Selling Holder was one of the initial purchasers of the
Preferred Securities from the Issuer and was paid customary compensation in
connection with the distribution of such securities. In addition, the
indicated Selling Holder (or its affiliates) has, from time to time,
provided, and may in the future provide, other investment banking services
to the Company for which the Selling Holder was or will be paid customary
compensation.
(3) The indicated Selling Holder (or its affiliates) has, from time to time,
provided certain financing to the Company.
(4) The indicated Selling Holder (or its affiliates) has, from time to time,
provided investment banking services to the Company for which the Selling
Holder was paid customary compensation.
(5) The indicated Selling Holder beneficially owns the securities shown in the
table solely in its capacity as trustee for the indicated trust and not in
its individual capacity. The indicated Selling Holder has, from time to
time, acted as trustee and exchange agent with respect to certain of the
Company's debt securities for which the Selling Holder was paid customary
compensation.
