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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 of Principal Executive Offices)
1. 1997 Stock Option Plan
2. 1998 Stock Option Plan
3. 1998 Supplemental Stock Option Plan
(Full Title of Plan)
Bradley S. Jacobs
Four Greenwich Office Park
Greenwich, Connecticut 06830
(Name and Address of Agent For Service)
(203) 622-3131
(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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Maximum
Proposed Maximum Aggregate
Title of Securities to Amount to be Offering Price Per Offering Price Amount of
be Registered Registered(1)(2) Share (3) (3) Registration Fee
- ---------------------- ---------------- ------------------ --------------- --------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per
share 10,750,000 $20.28 $218,010,000 $60,607
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</TABLE>
(1) Represents (i) 5,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1997
Stock Option Plan, (ii) 3,000,000 shares that may be issued pursuant to options
granted (or that may hereafter be granted) pursuant to the Registrant's 1998
Stock Option Plan and (iii) 2,750,000 shares that may be issued pursuant to
options granted (or that may hereafter be granted) pursuant to the Registrant's
1998 Supplemental Stock Option Plan.
(2) This Registration Statement also registers an indeterminate number of
shares of Common Stock which may become issuable pursuant to the antidilution
provisions of the plans to which this Registration Statement relates.
(3) Calculated solely for the purpose of determining the registration fee
based upon the average of the assumed offering prices of the shares determined
pursuant to Rules 457(h). In the case of shares purchasable upon exercise of
outstanding options, such assumed offering price is the exercise price provided
for in the relevant option . In the case of shares purchasable upon exercise of
options that may hereafter be granted, such assumed offering price is $31.625,
the average of the high and low sales price of the Company's Common Stock on
January 5, 1999 as reported on the New York Stock Exchange Composite Tape.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
----------------
As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participant in the plans covered by this Registration Statement as
required by Rule 428(b) promulgated under the Securities Act of 1933, as
amended. Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, United Rentals, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:
. 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;
. 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.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock registered hereby have been
passed upon for the Company by Ehrenreich Eilenberg Krause & Zivian LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation (the "Certificate") of 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 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 directors and officers against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. 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)
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4.2 Certificate of Amendment to the Registrant's Certificate of
Incorporation dated September 29, 1998 (incorporated by reference
to Exhibit 4.2 to the Registrant's Registration Statement on Form
S-3 , No. 333-70151)
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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)
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4.4 1997 Stock Option Plan (incorporated by reference to Exhibit 10(b)
to the Registration Statement of United Rentals, Inc, on Form S-1
, No. 333-39117)
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4.5 1998 Stock Option Plan (incorporated by reference to Exhibit 99.1
to the Registrant's Registration Statement on Form S-4 , No. 333-
63171)
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4.6 1998 Supplemental Stock Option Plan
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5.1 Opinion of Ehrenreich Eilenberg Krause & Zivian LLP
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23.1 Consent of Ehrenreich Eilenberg Krause & Zivian LLP (included in
Exhibit 5.1)
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23.2 Consent of Ernst & Young LLP
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23.3 Consent of PricewaterhouseCoopers LLP
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23.4 Consent of KPMG LLP
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23.5 Consent of Webster Duke & Co.
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23.6 Consent of Grant Thornton LLP
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23.7 Consent of KPMG LLP
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23.8 Consent of Battaglia, Andrews & Moag, P.C.
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23.9 Consent of Moss Adams LLP
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23.10 Consent of BDO Seidman LLP
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23.11 Consent of PricewaterhouseCoopers LLP
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23.12 Consent of Altschuler, Melvoin and Glasser LLP
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23.13 Consent of PricewaterhouseCoopers LLP
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23.14 Consent of Beene Garter LLP
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23.15 Consent of McGladrey & Pullen LLP
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23.16 Consent of Schalleur & Surgent, LLC
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23.17 Consent of KPMG LLP
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ITEM 9. 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.
(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
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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.
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EXPLANATORY NOTE
The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of shares of
Common Stock of the Company identified in such Prospectus that constitute
"control securities" (within the meaning of such General Instruction C).
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PROSPECTUS
UNITED RENTALS, INC.
Common Stock
----------------------------
The selling security holders identified in this prospectus may sell, from
time to time, up to 7,012,500 shares of our common stock. The selling security
holders may acquire these shares in the future pursuant to certain stock options
that we have granted to them. These shares may be acquired by the selling
security holders, and sold by them, over an extended period of time.
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 8, 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.
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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 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
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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, 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;
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. the timing of expenditures for new equipment and the disposition of
used equipment; and
. price changes in response to competitive factors.
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
believe 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 it, that all potential releases from underground storage
tanks removed in the
7
<PAGE>
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.
CONCENTRATED CONTROL
As of the date of this prospectus, 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, we will not receive any
proceeds from the sale of these shares. However, we may receive the proceeds
from the exercise of certain stock options as described below.
The shares that may be sold under this prospectus consist of shares that
the selling security holders may acquire in the future pursuant to certain stock
options that we have granted to them. In order for a selling securtiy holder to
acquire any such shares, the selling security holder will be required to pay to
us the exercise price specified in the relevant option. We intend to use any
proceeds that we receive from the exercise of such options for working capital
and our general corporate purposes.
8
<PAGE>
SELLING SECURITY HOLDERS
The selling security holders identified in this prospectus may sell, from
time to time, up to 7,012,500 shares of our common stock. These shares may be
sold over an extended period of time. These shares include:
. up to 3,032,500 shares that may be acquired pursuant to options that
we have granted under our 1997 Stock Options Plan; and
. up to 3,980,000 shares that may be acquired pursuant to options that
we have granted under our 1998 Stock Options Plan.
The selling security holders that may sell shares pursuant to this
prospectus are the officers and directors of our company that are identified in
the table below. The table shows 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, 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.
<TABLE>
<CAPTION>
Name and Position Shares Covered by this Prospectus(1)
- ----------------- -------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Shares Issuable Under Shares Issuable Under
Options Granted Pursuant to Options Granted Pursuant to
the 1997 Stock Option Plan to the 1998 Stock Option Plan
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bradley S. Jacobs
Chairman, Chief Executive
Officer and Director 1,200,000 1,750,000
- -----------------------------------------------------------------------------------------------------------------
Wayland R. Hicks
Vice Chairman, Chief Operating
Officer and Director 675,000 550,000
- -----------------------------------------------------------------------------------------------------------------
John N. Milne
Vice Chairman, Chief Operating
Officer and Director 300,000 450,000
- ----------------------------------------------------------------------------------------------------------------
William F. Berry
President and Director 275,000 300,000
- ----------------------------------------------------------------------------------------------------------------
Michael J. Nolan
Chief Financial Officer 225,000 290,000
- ----------------------------------------------------------------------------------------------------------------
John S. McKinney
Vice President, Finance and
Director 137,500 200,000
- ----------------------------------------------------------------------------------------------------------------
Robert P. Miner
Vice President, Strategic
Planning 40,000 40,000
- ----------------------------------------------------------------------------------------------------------------
Richard D. Colburn
Director -- 30,000
- ----------------------------------------------------------------------------------------------------------------
Ronald M. DeFeo
Director 60,000 30,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Richard J. Heckmann
Director 60,000 30,000
- ----------------------------------------------------------------------------------------------------------------
Gerald Tsai, Jr.
Director 60,000 280,000
- ----------------------------------------------------------------------------------------------------------------
Christian M. Weyer
Director -- 30,000
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The following selling security holders (or affiliated entities) own
(or have the right to acquire) additional securities of our company which are
not covered by this prospectus: (i) Bradley S. Jacobs (10,000,100 outstanding
shares and 5,000,000 shares that may be acquired upon the exercise of warrants);
Wayland R. Hicks (105,169 outstanding shares); (iii) John N. Milne (1,428,571
outstanding shares and 714,286 shares that may be acquired upon the exercise of
warrants); (iv) William F. Berry (100 outstanding shares and 2,170,366 shares
that may be acquired upon the exercise of options); (v) Michael J. Nolan
(571,529 outstanding shares and 285,715 shares that may be acquired upon the
exercise of warrants); John S. McKinney (3,000 outstanding shares and 1,085,068
shares that may be acquired upon the exercise of options); Robert P. Miner
(285,714 outstanding shares and 142,857 shares that may be acquired upon the
exercise of warrants); Richard D. Colburn (19,823,462 outstanding shares);
Ronald M. DeFeo (3,000 outstanding shares); Richard J. Heckmann (20,000
outstanding shares); Gerald Tsai, Jr. (270,001 outstanding shares); Christian M.
Weyer (72,000 outstanding shares).
10
<PAGE>
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.
LEGAL MATTERS
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
this 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 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; 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.
11
<PAGE>
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,
Inc. 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, and audited financial statements to be included
in subsequently filed documents will be, incorporated by reference in reliance
on reports of Ernst & Young LLP (to the extent covered by consents filed with
the Securities and Exchange Commission), 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, 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 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 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
12
<PAGE>
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 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
13
<PAGE>
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.
14
<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-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Greenwich, Connecticut, on the 8th day of January, 1999.
United Rentals, Inc.
/s/ Michael J. Nolan
By:------------------------------
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
/s/ Bradley S. Jacobs
---------------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
January 8, 1999
Wayland R. Hicks
/s/ Wayland R. Hicks
--------------------------
Wayland R. Hicks, Director
January 8, 1999
S-1
<PAGE>
John N. Milne
/s/ John N. Milne
--------------------------
John N. Milne, Director
January 8, 1999
William F. Berry
/s/ William F. Berry
--------------------------
William F. Berry, Director
January 8, 1999
John S. McKinney
/s/ John S. McKinney
--------------------------
John S. McKinney, Director
January 8, 1999
Richard D. Colburn
/s/ Richard D. Colburn
--------------------------
Richard D. Colburn, Director
January 8, 1999
Ronald M. DeFeo
/s/ Ronald M. DeFeo
--------------------------
Ronald M. DeFeo, Director
January 8, 1999
S-2
<PAGE>
Richard J. Heckmann
--------------------------
Richard J. Heckmann, Director
January , 1999
Gerald Tsai, Jr.
/s/ Gerald Tsai, Jr.
--------------------------
Gerald Tsai, Jr., Director
January 8, 1999
Christian M. Weyer
/s/ Christian M. Weyer
--------------------------
Christian M. Weyer, Director
January 8, 1999
Michael J. Nolan
/s/ Michael J. Nolan
---------------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
January 8, 1999
Sandra E. Welwood
/s/ Sandra E. Welwood
---------------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
January 8, 1999
S-3
<PAGE>
Exhibit 4.6
UNITED RENTALS, INC.
1998 SUPPLEMENTAL STOCK OPTION PLAN
There is hereby established a 1998 Supplemental Stock Option Plan (the
"Supplemental Plan"). The Supplemental Plan provides for the grant to
employees, who are not directors or officers, of United Rentals, Inc. (the
"Company") and consultants and independent contractors who perform services for
the Company or its subsidiaries of options ("Options") to purchase shares of
common stock of the Company ("Common Stock").
1. Purpose. The purpose of the Supplemental Plan is to provide additional
-------
incentive to employees, who are not officers or directors of the Company, and
consultants and independent contractors who render services to the Company, who
are responsible for the management and growth of the Company, or otherwise
contribute to the conduct and direction of its business, operations and affairs.
It is intended that Options granted under the Supplemental Plan strengthen the
desire of such persons to join and remain in the employ of (or in the rendering
of services to) the Company and stimulate their efforts on behalf of the
Company.
2. The Stock. The aggregate number of shares of Common Stock which may be
---------
subject to Options under this Supplemental Plan shall not exceed 2,750,000.
Such shares may be either authorized and unissued shares, or treasury shares.
If any Option granted under the Supplemental Plan shall expire, terminate or be
cancelled for any reason without having been exercised in full, the
corresponding number of unpurchased shares shall again be available for the
purposes of the Supplemental Plan.
3. Administration of the Supplemental Plan.
---------------------------------------
(a) The Supplemental Plan shall be administered by a committee (the
"Committee") which shall be appointed by the Board of Directors of the Company
(the "Board") from among its members. Subject to the express provisions of the
Supplemental Plan, the Committee shall have authority, in its discretion, to
determine the individuals to receive Options, the times when they shall receive
them and the number of shares of Common Stock to be subject to each Option, and
other terms relating to the grant of Options.
<PAGE>
(b) Subject to the express provisions of the Supplemental Plan, the
Committee shall have authority to construe the respective option agreements and
the Supplemental Plan, to prescribe, amend and rescind rules and regulations
relating to the Supplemental Plan, to determine the terms and provisions of the
respective option agreements (which need not be identical) and, as specified in
this Supplemental Plan, the fair market value of the Common Stock, and to make
all other determinations necessary or advisable for administering the
Supplemental Plan. The Committee may correct any defect or supply any omission
or reconcile any inconsistency in the Supplemental Plan or in any option
agreement in the manner and to the extent it shall deem expedient to carry it
into effect, and it shall be the sole and final judge of such expediency. The
determinations of the Committee on the matters referred to in this Section 3
shall be conclusive.
(c) The Committee may, in its sole discretion, and subject to such terms
and conditions as it may adopt, accelerate the date or dates on which some or
all outstanding Options may be exercised.
(d) The Committee may require that any Option Shares issued be legended as
necessary to comply with applicable federal and state securities laws.
4. Eligibility. Options may be granted to such employees, who are not officers
-----------
or directors, of the Company and consultants and independent contractors who
render services to the Company as the Committee shall select from time to time.
5. Option Price. The price or prices per share of Common Stock to be sold
------------
pursuant to an Option (the "Exercise Price") shall be such as shall be fixed by
the Committee but shall not be less than the fair market value per share for
such Common Stock on the date of grant of such Option.
6. Period of Option Vesting. The Committee shall determine for each Option the
------------------------
period during which such Option shall be exercisable in whole or in part.
7. Effect of Termination of Employment. The Committee shall determine for each
-----------------------------------
Option the extent, if any, to which such Option shall be exercisable in the
event of the termination of the person to whom such Option was granted
("Optionee") from employment with or rendering of other services to the Company.
2
<PAGE>
8. Payment for Shares of Common Stock. Upon exercise of an Option, the
----------------------------------
Optionee shall make full payment of the Option Price in cash, or, with the
consent of the Committee and to the extent permitted by it:
(a) with Common Stock of the Company valued at fair market value on date of
exercise, but only if held by the Optionee for a period of time sufficient to
prevent a pyramid exercise that would create a charge to the Company's earnings;
(b) with a full recourse interest bearing promissory note of the Optionee,
secured by a pledge of the shares of Common Stock received upon exercise of such
Option, and having such other terms and conditions as determined by the
Committee;
(c) by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to sell shares acquired upon exercise of
the Option and promptly to deliver to the Company a portion of the proceeds
thereof equal to the Exercise Price; or
(d) any combination of any of the foregoing.
9. Option Exercises. Options shall be exercised by submitting to the Company a
----------------
signed copy of notice of exercise in a form to be supplied by the Company. The
exercise of an Option shall be effective on the date on which the Company
receives such notice at its principal corporate offices. The Company may cancel
such exercise in the event that payment is not effected in full, subject to the
other terms of this Supplemental Plan.
10. Limited Transferability of Option. No Option shall be assignable or
---------------------------------
transferable by the Optionee to whom it is granted, other than by will or laws
of descent and distribution, except that, upon approval by the Committee, the
Optionee may transfer an Option (a) pursuant to a qualified domestic relations
order as defined for purposes of the Employee Retirement Income Security Act of
1974, as amended, or (b) by gift: to a member of the "Family" (as defined below)
of the Optionee, to or for the benefit of one or more organizations qualifying
under Code Sec. 501(c)(3) and 170(c)(2) (a "Charitable Organization") or to a
trust for the exclusive benefit of the Optionee, one or more members of the
Optionee's Family, one or more Charitable Organizations, or any combination of
the foregoing, provided that any such transferee shall enter into a written
agreement to be bound by the terms of this Supplemental Plan and the option
agreement. For this purpose, "Family" shall
3
<PAGE>
mean the ancestors, spouse, siblings, spouses of siblings, lineal descendants
and spouses of lineal descendants of the Optionee.
11. Other Supplemental Plan Terms.
-----------------------------
(a) The Committee may grant more than one Option to an individual, and,
such Option may be in addition to, in tandem with, or in substitution for,
Options previously granted under the Supplemental Plan or of another corporation
and assumed by the Company.
(b) The Committee may permit the voluntary surrender of all or a portion of
any Option granted under the Supplemental Plan or otherwise to be conditioned
upon the granting to the employee of a new Option for the same or a different
number of shares of Common Stock as the Option surrendered, or may require such
voluntary surrender as a condition precedent to a grant of a new Option to such
employee. Such new Option shall be exercisable at the price, during the period,
and in accordance with any other terms or conditions specified by the Committee
at the time the new Option is granted, all determined in accordance with the
provisions of the Supplemental Plan without regard to the price, period of
exercise, or any other terms or conditions of the Option surrendered.
(c) Options under the Supplemental Plan may be granted at any time after
the Supplemental Plan has been adopted by the Board.
(d) In the event of a reorganization, recapitalization, liquidation, stock
split, stock dividend, combination of shares, merger or consolidation, or the
sale, conveyance, lease or other transfer by the Company of all or substantially
all of its property, or any change in the corporate structure or shares of
common stock of the Company, pursuant to any of which events the then
outstanding shares of the common stock are split up or combined or changed into,
become exchangeable at the holder's election for, or entitle the holder thereof
to other shares of common stock, or in the case of any other transaction
described in Section 424(a) of the Code, the Committee may change the number and
kind of shares of Common Stock available under the Supplemental Plan and any
outstanding Option (including substitution of shares of common stock of another
corporation) and the price of any Option and the fair market value determined
under this Supplemental Plan in such manner as it shall deem equitable in its
sole discretion.
4
<PAGE>
(e) An Optionee or a legal representative thereof shall have none of the
rights of a stockholder with respect to shares of Common Stock subject to
Options until such shares shall be issued or transferred upon exercise of the
Option.
(f) The Company shall effect the grant of Options under the Supplemental
Plan, in accordance with determinations made by the Committee, by execution of
instruments in writing in a form approved by the Committee. Each Option shall
contain such terms and conditions (which need not be the same for all Options,
whether granted at the time or at different times) as the Committee shall deem
to be appropriate and not inconsistent with the provisions of the Supplemental
Plan, and such terms and conditions shall be agreed to in writing by the
Optionee.
12. Certain Definitions.
-------------------
(a) Fair Market Value. As used in the Supplemental Plan, the term "fair
-----------------
market value" shall mean as of any date:
(i) if the Common Stock is not traded on any over-the-counter market
or on a national securities exchange, the value determined by the Committee
using the best available facts and circumstances;
(ii) if the Common Stock is traded in the over-the-counter market,
based on most recent closing prices for the Common Stock on the date the
calculation thereof shall be made; or
(iii) if the Common Stock is listed on a national securities
exchange, based on the most recent closing prices for the Common Stock of the
Company on such exchange.
(b) Subsidiary and Parent. The term "subsidiary" and "parent" as used in
---------------------
the Supplemental Plan shall have the respective meanings set forth in Sections
424(f) and (e) of the Code.
13. Not an Employment Contract. Nothing in the Supplemental Plan or in any
--------------------------
Option or stock option agreement shall confer on any Optionee any right to
continue in the service of the Company or any parent or subsidiary of the
Company or interfere with the right of the Company to terminate such Optionee's
employment or other services at any time.
5
<PAGE>
14. Withholding Taxes. Whenever the Company proposes or is required to issue
-----------------
or transfer shares of Common Stock under the Supplemental Plan, the Company
shall have the right to require the Optionee to remit to the Company an amount
sufficient to satisfy any federal, state and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Alternatively, the Company may, in its sole discretion from time to
time, issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy the withholding tax requirements. For withholding tax
purposes, the shares of Common Stock shall be valued on the date the withholding
obligation is incurred.
15. Agreements and Representations of Optionees. As a condition to the
-------------------------------------------
exercise of an Option, unless counsel to the Company opines that it is not
necessary under the Securities Act of 1933, as amended (the "Securities Act"),
and the pertinent rules thereunder, as the same are then in effect, the Optionee
shall represent in writing that the shares of Common Stock being purchased are
being purchased only for investment and without any present intent at the time
of the acquisition of such shares of Common Stock to sell or otherwise dispose
of the same.
16. Amendment and Discontinuance of the Supplemental Plan. The Board may at
-----------------------------------------------------
any time alter, suspend or terminate the Supplemental Plan, but no change shall
be made which will have a materially adverse effect upon any Option previously
granted, unless the consent of the Optionee is obtained.
17. Other Conditions.
----------------
(a) If at any time counsel to the Company shall be of the opinion that any
sale or delivery of shares of Common Stock pursuant to an Option granted under
the Supplemental Plan is or may in the circumstances be unlawful under the
statutes, rules or regulations of any applicable jurisdiction, the Company shall
have no obligation to make such sale or delivery, and the Company shall not be
required to make any application or to effect or to maintain any qualification
or registration under the Securities Act or otherwise with respect to shares of
Common Stock or Options under the Supplemental Plan, and the right to exercise
any such Option may be suspended until, in the opinion of said counsel, such
sale or delivery shall be lawful.
(b) At the time of any grant or exercise of any Option, the Company may, if
it shall deem it necessary or desirable for any reason connected with any law or
6
<PAGE>
regulation of any governmental authority relative to the regulation of
securities, condition the grant and/or exercise of such Option upon the Optionee
making certain representations to the Company and the satisfaction of the
Company with the correctness of such representations.
18. Approval; Effective Date; Governing Law. This Supplemental Plan shall
---------------------------------------
become effective upon the adoption by the Board. This Supplemental Plan shall
be interpreted in accordance with the internal laws of the State of Connecticut.
7
<PAGE>
[Letterhead of Ehrenreich Eilenberg Krause & Zivian LLP]
Exhibit 5.1
January 7, 1999
United Rentals, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-8
Relating to 10,750,000 Shares of Common Stock
---------------------------------------------
Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement") relating to up to
10,750,000 shares of Common Stock, par value $.01 per share, of United Rentals,
Inc. (the "Company") that may from time to time be sold by the Company upon
exercise of options that have granted, or hereafter may be granted, pursuant to
the plans referenced in the Registration Statement (the "Plans"). Such shares
are referred to as the "Option Shares."
We have reviewed copies of the Amended and Restated Certificate of
Incorporation of the Company (including amendments thereto), the By-laws of the
Company, the Registration Statement and exhibits thereto and have examined such
corporate documents and records and other certificates, and have made such
investigations of law, as we have deemed necessary in order to render the
opinion hereinafter set forth. As to certain questions of fact material to our
opinion, we have relied upon the certificate of an officer of the Company and
upon certificates of public officials.
In rendering the opinion set forth below, we have assumed that any
grant of options hereafter made pursuant to any of the Plans will be approved in
the manner contemplated by the relevant Plan.
Based upon and subject to the foregoing, we are of the opinion that
the Option Shares, when issued and paid for in accordance with the terms of the
applicable Plan and any applicable stock option or other agreement governing the
issuance of such shares, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the reference to us under the caption "Interests
of Named Experts and Counsel" in the Registration Statement and to the use of
this opinion as an exhibit to the Registration Statement. In giving this
consent,
<PAGE>
we do not hereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Ehrenreich Eilenberg Krause &
Zivian LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus for registering up to
10,750,000 shares of its Common Stock relating to the 1997 Stock Option Plan,
1998 Stock Option Plan and the 1998 Supplemental Stock Option Plan and to the
incorporation by reference therein of our reports 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/A dated July 21, 1998 and 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 statements 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-8 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 8, 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 on Form S-8 of United Rentals, Inc. for the registration of up to
10,750,000 shares of its common stock, of our report dated November 20, 1997,
with respect to the consolidated balances 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 LLP
Sacramento, California
January 8, 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-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 10,750,000 shares
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 8, 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 Coren 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 the 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 7, 1999
<PAGE>
Exhibit 23.7
CONSENT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
THE BNR GROUP OF COMPANIES:
We consent to the incorporation by reference in the Registration Statement
for the registration of up to 10,750,000 shares of its common stock on Form S-8
dated January 7, 1999 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 8, 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-8 and the related Prospectus of United Rentals,
Inc. (the Company), for the registration of up to 10,750,000 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 8, 1999
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of United Rentals, Inc. (the
"Company") on Form S-8, 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 8, 1999
<PAGE>
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-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 10,750,000 shares
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 8, 1999
<PAGE>
Exhibit 23.11
CONSENT OF INDEPENDENT OF ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-8 of United Rentals,
Inc. for the registration of up to 10,750,000 shares of its common stock, 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 Registration Statement on Form S-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 10,750,000 shares
of its common stock and to the incorporation by reference therein of our report
dated March 12, 1998 except for Note 8 as which the date is July 28, 1998, with
respect to the financial statements of Lift Systems, Inc., included in the
Company's Report on Form 8-K dated December 24, 1998.
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
January 8, 1999
<PAGE>
EXHIBIT 23.13
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 10,750,000 shares
of its common stock and to the incorporation by reference therein of our report
dated July 27, 1998 with respect to the financial statements of Reitzel, Rentals
Ltd., included in the Company's Report on Form 8-K dated December 24, 1998.
PricewaterhouseCoopers LLP
Kitchener, Ontario
January 8, 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-8 and the related Prospectus of United Rentals,
Inc. (the "Company"), for the registration of up to 10,750,00 shares of its
common stock, 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 8, 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-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of shares of its common
stock pursuant to its 1997, 1998 and 1998 Supplemental Stock Option Plans 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 4, 1999
<PAGE>
EXHIBIT 23.16
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-8 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of employee stock option
shares 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 8, 1999
<PAGE>
EXHIBIT 23.17
CONSENT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS
PERCO GROUP LTD
We consent to the incorporation by reference in the Registration Statement for
the registration of up to 10,750,000 shares of common stock pursuant to certain
stock option plans on Form S-8 dated January 8, 1999 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 8, 1999
