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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)
1997 Performance Award Plan of U.S. Rentals, Inc.(assumed by the Registrant in
connection with the merger between the Registrant and U.S. Rentals)
(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:
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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
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Securities to Amount to be Offering Price Offering Price Amount of
be Registered Registered(1) Per Share (2) (2) Registration Fee
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Common Stock, par 1,214,814 $21.17 $25,717,612 $7,149
value $0.01 per share
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(1) In connection with our merger with U.S. Rentals in September 1998, we
assumed certain options that had been granted under the U.S. Rentals, Inc. 1997
Performance Award Plan. We previously registered a portion of the shares
underlying these options. This registration statement covers the balance of the
shares underlying these options.
(2) 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). The assumed offering price for the shares, which are
purchasable upon the exercise of outstanding options, is the exercise price
provided for in the relevant option.
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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.
I-1
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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, 1998;
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
and June 30, 1999;
. Current Report on Form 8-K dated February 18, 1999;
. Current Report on Form 8-K dated March 19, 1999; and
. Registration Statement on Form 8-A dated November 27, 1997 (filed on
December 3, 1997) 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.
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.
The consolidated financial statements of United Rentals, Inc. as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon. These financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein by reference in reliance upon the
reports of Ernst & Young LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given on their authority as experts in accounting and auditing.
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
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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 Company, as a Delaware corporation, is empowered by Section 145 of the
Delaware Law, subject to the procedures and limitations 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 Company. 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 Company 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.
Item 8. Exhibits.
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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 ................ Form of Certificate of Designation for Series A Perpetual
Convertible Preferred Stock (incorporated by reference to Exhibit
4(k) to the Registrant's Amendment No. 1 on Form S-3 to Registration
Statement on Form S-1, No. 333-64463)
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4.4 ................ 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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4.5 ................ U.S. Rentals, Inc. 1997 Performance Award Plan (incorporated by
reference to Exhibit 10.4 to the Registration Statement of U.S.
Rentals, Inc, on Form S-1 , No. 333-17783)
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4.6 ................ Letter from the Registrant to Optionholders under the U.S. Rentals,
Inc. 1997 Performance Award Plan, dated September 29, 1998
(incorporated by reference to Exhibit 4.6 to the Registrant's
Registration Statement on Form S-8, No. 333-74091)
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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 KPMG LLP
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23.4 ................ Consent of Battaglia, Andrews & Moag, P.C.
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23.5 ................ Consent of BDO Seidman LLP
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23.6 ................ Consent of PricewaterhouseCoopers 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
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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 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 holder identified in this prospectus may sell, from
time to time, up to 723,454 shares of our common stock. These shares may be
acquired by the selling security holder pursuant to options that were granted
under the U.S. Rentals, Inc. 1997 Performance Award Plan, and that we assumed
when we merged with U.S. Rentals in September 1998.
The selling security holder 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 3.
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 September 27, 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, 1998;
. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999 and June 30, 1999;
. 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 July 21, 1998;
. Current Report on Form 8-K dated December 24, 1998 (only the
financial statements included therein that are identified under
the caption "Experts" in this prospectus);
. Current Report on Form 8-K dated February 18, 1999;
. Current Report on Form 8-K dated March 19, 1999;
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. The pro forma unaudited consolidated financial statements of United
Rentals included on pages F-1 through F-6 in the Registration
Statement on Form S-3, registration number 333-71775, filed March 2,
1999; and
. Registration Statement on Form 8-A dated November 27, 1997 (filed on
December 3, 1997) 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.
We are the largest equipment rental company in North America. We offer for
rent over 600 different types 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.
RISK FACTORS
In addition to the other information in this document, you should carefully
consider the following factors before making an investment.
Sensitivity to Changes in Construction and Industrial Activities
Our equipment is principally used in connection with construction and
industrial activities. Consequently, a downturn in construction or industrial
activity may lead to a decrease in demand for our equipment, which could
adversely affect our business. We have identified below certain of the factors
which may cause such a downturn either temporarily or long-term:
. a general slow-down of the economy;
. an increase in interest rates; or
. adverse weather conditions which may temporarily affect a
particular region.
Acquired Companies Not Historically Operated as a Combined Business
The businesses that we acquired have been in existence an average of 29
years and some have been in existence for more than 50 years. However, these
businesses were not historically 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 and have grown
through a combination of internal growth and the acquisition of 153 companies
(through July 27, 1999), including a merger in September 1998 with U.S. Rentals,
Inc. Due to the relatively recent
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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
Key elements of our growth strategy are 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. Accordingly, we devote substantial efforts to the
integration of new operations. We cannot, however, guarantee that these efforts
will always be successful. In addition, under certain circumstances, these
efforts could adversely affect our existing operations.
Debt Covenants. Certain of the agreements governing our outstanding
indebtedness provide that we may not make acquisitions unless certain financial
conditions are satisfied or the consent of the lenders is obtained. Our ability
to grow through acquisitions may be constrained as a result of these provisions.
Certain Risks Related to Start-Up Locations. We expect that start-up
locations may initially have a negative impact on our results of operations and
margins for a number of reasons, including that (1) we will incur significant
start-up expenses in connection with establishing each start-up location and (2)
it will generally take some time following the commencement of operations for a
start-up location to become profitable. Although we believe that start-ups can
generate long-term growth, we cannot guarantee that any start-up location will
become profitable within any specific time period, if at all.
Dependence on Additional Capital to Finance Growth
We will require substantial capital in order to execute our growth
strategy. We will require capital for, among other purposes, completing
acquisitions, establishing new rental locations, and acquiring rental equipment.
If the cash that we generate from our business, together with cash that we may
borrow under our credit facility, is not sufficient to fund our capital
requirements, we will require additional debt and/or equity financing. We
cannot, 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
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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) we generally do
not 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 primarily include small, independent businesses with one or two
rental locations; regional competitors which operate in one or more states;
public companies or divisions of public companies; 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.
Fluctuations of Operating Results
We expect that our revenues and operating results may fluctuate from
quarter to quarter or over the longer term 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;
. if we determine that a potential acquisition will not be
consummated, the need to charge against earnings any expenditures
relating to such transaction (such as financing commitment fees,
merger and acquisition advisory fees and professional fees)
previously capitalized;
. the timing of expenditures for new equipment and the disposition of
used equipment; and
. changes in demand for our equipment or the prices therefor due to
changes in economic conditions, competition or other factors.
Liability and Insurance
We are exposed to various possible claims relating to our business.
These include claims
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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 assets and operations. However, such insurance may not fully
protect us for a number of reasons, including:
. our coverage is subject to a deductible of $0.5 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; and
. 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.
We cannot be certain that insurance will continue to be available to us on
economically reasonable terms, if at all.
Environmental and Safety Regulations
There are numerous federal, state and local laws and regulations governing
environmental protection and occupational health and safety matters. These
include laws and regulations that govern 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 these laws, an owner or lessee of real estate may be
liable for, among other things, (1) the costs of removal or remediation of
hazardous or toxic substances located on, in, or emanating from, the real
estate, as well as related costs of investigation and property damage and
substantial penalties, and (2) environmental contamination at facilities where
its waste is or has been disposed. These laws often impose liability whether or
not the owner or lessee knew of the presence of the hazardous or toxic
substances and whether or not the owner or lessee was responsible for these
substances. Our activities that are or may be affected by these laws include our
use of hazardous materials to clean and maintain equipment and our disposal of
solid and hazardous waste and wastewater from equipment washing. We also
dispense petroleum products from underground and above-ground storage tanks
located at certain rental locations, and at times we must remove or upgrade
tanks to comply with applicable laws. Furthermore, we have acquired or lease
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
effect on our business. However, we cannot be certain that we will not identify
adverse environmental conditions that are not currently known to us, that all
potential releases from underground storage tanks removed in the past have been
identified, or that environmental and safety requirements will not become more
stringent or be interpreted and applied more stringently in the future. If we
are required to incur environmental compliance or remediation costs that are not
currently anticipated by us, our business could be adversely affected depending
on the magnitude of the cost.
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Concentrated Control
As of September 15, 1999, the executive officers and directors of our
company owned in the aggregate approximately 45.0% of the common stock of our
company, giving effect to the exercise of all currently exercisable options and
warrants (47.9% on a pro forma basis giving effect to the exercise of all
outstanding options and warrants). Such share ownership may effectively give
these persons the power to elect all of the directors of our company (other than
the two directors that are elected directly by the holders of our company's
outstanding preferred stock) and to control our management and 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.
Dependence on Information Technology Systems
Our ability to monitor and control our operations depends to a large extent
on the proper functioning of our recently-installed information technology
systems. Any disruption in these systems or the failure of these systems to
operate as expected could, depending on the magnitude and duration of the
problem, adversely affect our business and our ability to implement our growth
strategy.
Year 2000 Issues
Our software vendors have informed us that our recently-installed
information technology systems are 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 systems
are 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 problem could adversely
affect our business. We are unable at this time to assess the possible impact on
our business of year 2000 problems involving any third party.
Restrictive Covenants
The agreements governing our existing long-term indebtedness contain, and
future agreements governing our long-term indebtedness may also contain, certain
restrictive financial and operating covenants which affect, and in many respects
significantly limit or prohibit, among other things, our ability to incur
indebtedness, make prepayments of certain indebtedness, make investments, create
liens, make acquisitions, sell assets and engage in mergers and consolidations.
These covenants may significantly limit our operating and financial flexibility.
USE OF PROCEEDS
The shares covered by this prospectus are being offered by a selling
security holder and not by our company. Consequently, we will not receive any
proceeds from the sale of these
7
<PAGE>
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 holder may acquire in the future pursuant to certain stock
options that have been granted to him. In order for the selling security 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 HOLDER
The selling security holder identified in this prospectus may sell, from
time to time, up to 723,454 shares of our common stock. These shares may be
acquired pursuant to options that were granted under the U.S. Rentals, Inc. 1997
Performance Award Plan, and that we assumed when we merged with U.S. Rentals in
September 1998.
The selling security holder that may sell shares pursuant to this
prospectus is identified in the table below. The selling security holder is an
officer and director of our company. The table shows the number of shares that
the selling security holder may sell pursuant to this prospectus. If the 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.
Shares Issuable Under
Name and Position Existing Options (1)
- ----------------- --------------------
John S. McKinney 723,454
Vice President, Finance and Director
- -------------------------
(1) The selling security holder owns (or has the right to acquire) the
following additional securities of our company which are not covered by this
prospectus: (i) 2,887 outstanding shares, (ii) 205,702 shares that may be
acquired upon the exercise of options that are currently exercisable and (iii)
337,500 shares that may be acquired upon the exercise of options that are not
currently exercisable.
9
<PAGE>
PLAN OF DISTRIBUTION
The selling security holder 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. at
December 31, 1998 and 1997 and for each of the three years in the
period ended December 31, 1998, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998;
. the financial statements of Mission Valley Rentals, Inc. at June 30,
1997 and 1996 and for the years then ended, included in the Company's
Current Report on Form 8-K/A dated February 4, 1998; and
. 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.
These financial statements are, and audited financial statements to be included
in subsequently filed documents will be, incorporated herein by reference in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given on their authority 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
10
<PAGE>
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 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 have been audited
by KPMG 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 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.
11
<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 27th day of September, 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)
September 27, 1999
Wayland R. Hicks
/s/ Wayland R. Hicks
--------------------------
Wayland R. Hicks, Director
September 27, 1999
S-1
<PAGE>
John N. Milne
/s/ John N. Milne
--------------------------
John N. Milne, Director
September 27, 1999
William F. Berry
--------------------------
William F. Berry, Director
September , 1999
John S. McKinney
/s/ John S. McKinney
--------------------------
John S. McKinney, Director
September 27, 1999
Leon D. Black
/s/ Leon D. Black
--------------------------
Leon D. Black, Director
September 27, 1999
S-2
<PAGE>
Richard D. Colburn
/s/ Richard D. Colburn
--------------------------
Richard D. Colburn, Director
September 27, 1999
Ronald M. DeFeo
/s/ Ronald M. DeFeo
--------------------------
Ronald M. DeFeo, Director
September 27, 1999
Michael S. Gross
/s/ Michael S. Gross
--------------------------
Michael S. Gross, Director
September 27, 1999
Richard J. Heckmann
/s/ Richard J. Heckmann
--------------------------
Richard J. Heckmann, Director
September 27, 1999
Gerald Tsai, Jr.
/s/ Gerald Tsai, Jr.
--------------------------
Gerald Tsai, Jr., Director
September 27, 1999
S-3
<PAGE>
Christian M. Weyer
/s/ Christian M. Weyer
--------------------------
Christian M. Weyer, Director
September 27, 1999
Michael J. Nolan
/s/ Michael J. Nolan
---------------------------
Michael J. Nolan, Chief Financial Officer
(Principal Financial Officer)
September 27, 1999
Peter R. Borzilleri
/s/ Peter R. Borzilleri
---------------------------
Peter R. Borzilleri, Vice President, Corporate Controller
(Principal Accounting Officer)
September 27, 1999
S-4
<PAGE>
[Letterhead of Ehrenreich Eilenberg Krause & Zivian LLP]
Exhibit 5.1
September 24, 1999
United Rentals, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-8
Relating to 1,214,814 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
1,214,814 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 been granted pursuant to the stock option plan
referenced in the Registration Statement (the "Plan"). 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.
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
Plan, and any applicable 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 captions "Interests
of Named Experts and Counsel" and "Legal Matters" 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-8) filed on September 27, 1999 under the
Securities Act of 1933 and related Prospectus for registering shares pertaining
to the 1997 Performance Award Plan of U.S. Rentals, Inc. (assumed by the
Registrant in connection with the merger between the Registrant and U.S.
Rentals) and to the incorporation by reference therein of our report dated
February 17, 1999, except for Note 17, as to which the date is February 26,
1999, with respect to the consolidated financial statements of United Rentals,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
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, and 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 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
MetroPark, New Jersey
September 27, 1999
<PAGE>
Exhibit 23.3
Board of Directors
The BNR Group of Companies;
We consent to the incorporation by reference in the Registration Statement for
the registration of 1,214,814 shares of its common stock on Form S-8 dated
September 27, 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
September 27, 1999
<PAGE>
Exhibit 23.4
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 1,214,814 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.
Batavia, New York
September 27, 1999
/s/ Battaglia, Andrews & Moag, P.C.
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 23.5
Equipment Supply Co., Inc. and Affiliates
Burlington, New Jersey
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of United Rentals, Inc., (the
"Company") of our report dated June 19, 1998, except for Notes 9 and 15 which
are as of July 10, 1998, relating to the combined financial statements of
Equipment Supply Co., Inc. and Affiliates, which appear in the Company's reports
on Form 8-K dated July 21, 1998 and December 24, 1998 We also consent to the
reference to us under the caption "Experts" in the Prospectus.
BDO Seidman, LLP
Philadelphia, PA
September 27, 1999
<PAGE>
Exhibit 23.6
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 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
which reports appear in the Form 8-K of United Rentals, Inc. dated December 24,
1998. We also consent to the reference to us under the caption "Experts" in the
Registration Statement.
PricewaterhouseCoopers LLP
Stamford, Connecticut
September 27, 1999
