<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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
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. |_|
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
<PAGE>
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: |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Title of Each Class of Maximum Maximum
Securities to be Amount to be Aggregate Price Aggregate Offering Amount of
Registered Registered Per Unit (2) Price (2) Registration Fee
- ----------------------- ----------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per 4,533,932
share Shares(1) $31.625 $143,385,600 $39,862
</TABLE>
(1) All of these shares are outstanding shares which may be sold,
from time to time, by certain selling security holders.
(2) Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457(c) based upon the average of the high and low sales
prices of the Company's Common Stock on January 5, 1998, as reported on the New
York Stock Exchange Composite Tape.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
UNITED RENTALS, INC.
Common Stock
----------------------------
Certain of our security holders may sell, from time to time, up to
4,533,932 shares of our common stock. 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 7, 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
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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
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.
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SELLING SECURITY HOLDERS
Certain of our security holders may sell, from time to time, up to
4,533,932 shares of our common stock. 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, 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.
Each of the selling security holders is a former owner of a business
that we acquired (or an affiliate or relative of such a former owner) or a trust
or charitable organization that acquired shares from such a former owner (or
such affiliate or relative).
<TABLE>
<CAPTION>
<S> <C>
- -------------------------------------------------------------------------------------- -------------------------
Name of Selling Security Holder (1)(2) Number of Shares
- -------------------------------------- ----------------
- ----------------------------------------------------------------------------------------------------------------
1291163 Ontario Ltd. 8,770
- ----------------------------------------------------------------------------------------------------------------
1291164 Ontario Ltd. 16,434
- ----------------------------------------------------------------------------------------------------------------
1291165 Ontario Ltd. 15,973
- ----------------------------------------------------------------------------------------------------------------
1291166 Ontario Ltd. 8,739
- ----------------------------------------------------------------------------------------------------------------
Barry Basiliere 72,850
- ----------------------------------------------------------------------------------------------------------------
Boyd J.Bell 8,485
- ----------------------------------------------------------------------------------------------------------------
Carolyn Bell 2,121
- ----------------------------------------------------------------------------------------------------------------
Dean K.Bell 2,800
- ----------------------------------------------------------------------------------------------------------------
Blake Equipment Company, Inc. 58,171
- ----------------------------------------------------------------------------------------------------------------
Ronald Bober 2,434
- ----------------------------------------------------------------------------------------------------------------
Thomas N. Brown 36,601
- ----------------------------------------------------------------------------------------------------------------
Aaron Cave 18,840(3)
- ----------------------------------------------------------------------------------------------------------------
Dawn Cave 29,837(3)
- ----------------------------------------------------------------------------------------------------------------
Heather Cave 19,276(3)
- ----------------------------------------------------------------------------------------------------------------
Lowell Cave 32,758(3)
- ----------------------------------------------------------------------------------------------------------------
Norman E. Dean 136,337
- ----------------------------------------------------------------------------------------------------------------
David C. Deaton, IV 218,549
- ----------------------------------------------------------------------------------------------------------------
Jean Doran 147,025
- ----------------------------------------------------------------------------------------------------------------
Doran Family Foundation 34,223(4)
- ----------------------------------------------------------------------------------------------------------------
Doran Limited Partnership 37,985
- ----------------------------------------------------------------------------------------------------------------
John T. Doran Sr. Trustee (under agreement dated 10/19/82 by Doran Revocable Living 924,575(4)
Trust)
- ----------------------------------------------------------------------------------------------------------------
John T. Doran, Jr. 76,836
- ----------------------------------------------------------------------------------------------------------------
John T. Doran, Sr. 60,136
- ----------------------------------------------------------------------------------------------------------------
John T. Doran, Sr. and Jean L. Doran as Tenants by the Entirety 37,815
- ----------------------------------------------------------------------------------------------------------------
John T. Doran, Sr. as Trustee for the John T. Doran Revocable Trust 108,435(4)
- ----------------------------------------------------------------------------------------------------------------
Andrea K. Gaedcke 2,216
- ----------------------------------------------------------------------------------------------------------------
Gilbert D. Gaedcke 80,104
- ----------------------------------------------------------------------------------------------------------------
Tracey M. Gaedcke 2,256
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
G.D. Gaedcke III 2,216
- ----------------------------------------------------------------------------------------------------------------
John S. Hoyer 697
- ----------------------------------------------------------------------------------------------------------------
Leroy F. Hoyer 212,015
- ----------------------------------------------------------------------------------------------------------------
Martin G. Hubbard 9,944
- ----------------------------------------------------------------------------------------------------------------
I.S. Properties, L.P. 316,886
- ----------------------------------------------------------------------------------------------------------------
Keith Moore Investment Trust 7,866
- ----------------------------------------------------------------------------------------------------------------
Ken Moore Investment Trust 7,866
- ----------------------------------------------------------------------------------------------------------------
Richard C. Leatherwood 398
- ----------------------------------------------------------------------------------------------------------------
Harlan K. Lenox 10,324
- ----------------------------------------------------------------------------------------------------------------
Steven K. Lenox 10,324
- ----------------------------------------------------------------------------------------------------------------
Walter Lentine 2,434
- ----------------------------------------------------------------------------------------------------------------
Bruce E. Livingston 26,991
- ----------------------------------------------------------------------------------------------------------------
Ira N. Mendelsohn 14,087
- ----------------------------------------------------------------------------------------------------------------
Marlene Moncure 437,099
- ----------------------------------------------------------------------------------------------------------------
Paul W. Moody 19,982
- ----------------------------------------------------------------------------------------------------------------
David Nigh 8,485
- ----------------------------------------------------------------------------------------------------------------
Marilyn Nigh 1,061
- ----------------------------------------------------------------------------------------------------------------
Michael E. Rakestraw 4,143
- ----------------------------------------------------------------------------------------------------------------
Jerry L. Reinhart 217,147
- ----------------------------------------------------------------------------------------------------------------
Reinhart Leasing, LLC 84,211
- ----------------------------------------------------------------------------------------------------------------
Roscoe Owen Roberts III 28,000
- ----------------------------------------------------------------------------------------------------------------
Irwin Schimmel 159
- ----------------------------------------------------------------------------------------------------------------
Betty Sprouse 30,263
- ----------------------------------------------------------------------------------------------------------------
St John Vianney Supporting Organization 17,112(4)
- ----------------------------------------------------------------------------------------------------------------
Martin Starck 10,941
- ----------------------------------------------------------------------------------------------------------------
Richard Starck 5,470
- ----------------------------------------------------------------------------------------------------------------
Jimmie W. Tomlinson 13,461
- ----------------------------------------------------------------------------------------------------------------
Tri-Star Rentals 14,814
- ----------------------------------------------------------------------------------------------------------------
Edward G. Westerdahl, II 44,445
- ----------------------------------------------------------------------------------------------------------------
WSW 1998 Exchange Fund L.P. 46,011
- ----------------------------------------------------------------------------------------------------------------
Terrence W. Wynne 728,499
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Each of the selling security holders is a former owner of a
business that we acquired (or an affiliate or relative of such a
former owner) or a trust or charitable organization that acquired
shares from such a former owner (or such affiliate or relative).
(2) Each of the selling security holders serves as an employee of, or
consultant to, our company (or is an affiliate, relative or
transferee of such an employee or consultant), except for Mr.
Hubbard, Mr. Mendelsohn, Mr. Rakestraw and Ms. Sprouse.
(3) The following selling security holders own of record additional
shares which are not shown in the table: Aaron Cave (37,679 shares);
Dawn Cave (59,672 shares); Heather
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Cave (38,550 shares); and Lowell Cave (65,515 shares). Such
additional shares are not covered by this prospectus.
(4) The following selling security holders own of record additional
shares which are not shown in the table: Doran Family Foundation
(28,000 shares); John T. Doran Sr. Trustee (under agreement dated
10/19/82 by Doran Revocable Living Trust) (756,470 shares); John T.
Doran, Sr. as Trustee for the John T. Doran Revocable Trust (88,718
shares); and St John Vianney Supporting Organization (13,999 shares).
Such additional shares are not covered by this prospectus.
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 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
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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 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their reports appearing 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 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
12
<PAGE>
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 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.
13
<PAGE>
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.
14
<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............. $39,862
-----------------------------------------------------------------------------
Printing expenses............................................... 1,000
-----------------------------------------------------------------------------
Accounting fees and expenses.................................... 10,000
-----------------------------------------------------------------------------
Legal fees and expenses ........................................ 10,000
-----------------------------------------------------------------------------
Miscellaneous................................................... 5,000
-----
-----------------------------------------------------------------------------
Total................................................ $65,862
======
-----------------------------------------------------------------------------
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.
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
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 (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 , No. 333-70151)
- ----------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------
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 LLP
- ----------------------------------------------------------------------------------------------------------------------
23.5............... Consent of Webster Duke & Co.
- ----------------------------------------------------------------------------------------------------------------------
23.6............... Consent of 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
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
23.12.............. Consent of Altschuler, Melvoin and Glasser LLP
- ----------------------------------------------------------------------------------------------------------------------
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 of KPMG LLP
- ----------------------------------------------------------------------------------------------------------------------
24.1............... Power of Attorney (included in Part II of the Registration Statement under
the caption "Signatures" )
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Greenwich, Connecticut, on the 7th 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
/s/ Bradley S. Jacobs
---------------------------
Bradley S. Jacobs
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
January 7, 1999
Wayland R. Hicks
/s/ Wayland R. Hicks
--------------------------
Wayland R. Hicks, Director
January 7, 1999
S-1
<PAGE>
John N. Milne
/s/ John N. Milne
--------------------------
John N. Milne, Director
January 7, 1999
William F. Berry
/s/ William F. Berry
--------------------------
William F. Berry, Director
January 7, 1999
John S. McKinney
/s/ John S. McKinney
--------------------------
John S. McKinney, Director
January 7, 1999
Richard D. Colburn
/s/ Richard D. Colburn
--------------------------
Richard D. Colburn, Director
January 7, 1999
Ronald M. DeFeo
/s/ Ronald M. DeFeo
--------------------------
Ronald M. DeFeo, Director
January 7, 1999
Richard J. Heckmann
--------------------------
Richard J. Heckmann, Director
January , 1999
S-2
<PAGE>
Gerald Tsai, Jr.
/s/ Gerald Tsai, Jr.
--------------------------
Gerald Tsai, Jr., Director
January 7, 1999
Christian M. Weyer
/s/ Christian M. Weyer
--------------------------
Christian M. Weyer, Director
January 7, 1999
Michael J. Nolan
/s/ Michael J. Nolan
---------------------------
Michael J. Nolan, Chief Financial Officer
(principal financial officer)
January 7, 1999
Sandra E. Welwood
/s/ Sandra E. Welwood
---------------------------
Sandra E. Welwood, Vice President Controller
(principal accounting officer)
January 7, 1999
S-3
<PAGE>
EXHIBIT 5.1
January 7, 1999
United Rentals, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-3
Relating to 4,533,932 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
4,533,932 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 holders thereof
(the "Selling Security Holders"). Such 4,533,932 shares are referred to herein
as the "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.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and are validly issued, fully paid and
non-assessable.
We hereby consent to the reference to us under the caption "Validity of
Common Stock" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, 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-3) and related Prospectus for registering up to
4,533,932 shares of its Common Stock 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-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 7, 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-3 of United Rentals, Inc. for the registration of up to
4,533,932 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 7, 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 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 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 7, 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 4,533,932 shares of its common stock on Form S-3
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 7, 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 and the related Prospectus of United Rentals,
Inc. (the Company), for the registration of up to 4,533,932 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 7, 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-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 7, 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-3 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 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 7, 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-3 of United Rentals,
Inc. for the registration of up to 4,533,932 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-3 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 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 7, 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-3 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 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 7, 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 and the related Prospectus of United Rentals,
Inc. (the "Company"), for the registration of up to 4,533,932 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 7, 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 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 shares 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 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-3 and the related Prospectus of United
Rentals, Inc. (the "Company"), for the registration of up to 4,533,932 shares of
its common stock 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
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 4,533,932 shares of common stock on Form S-3 dated
January 7, 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 7, 1999
