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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
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the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class of Maximum Maximum
Securities to be Amount to be Aggregate Price Aggregate Amount of
Registered Registered Per Unit (2) Offering Price (2) Registration Fee
- ---------------------- ------------ --------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par 989,596
value $0.01 per share Shares(1) $ 27.56 $ 27,273,266 $ 7,582
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(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 August 26, 1999, 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.
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PROSPECTUS
UNITED RENTALS, INC.
Common Stock
------------------
Certain of our security holders may sell, from time to time, up to 989,596
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 8.
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 August 30, 1999
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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:
. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
. Annual Report on Form 10-K for the year ended December 31, 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 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;
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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;
. Current Report on Form 8-K dated March 19, 1999; 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.
United Rentals is the largest equipment rental company in North America
with 637 branch locations in 43 states, six Canadian provinces and Mexico. 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 and homeowners. We also sell used rental
equipment, act as a dealer for many types of new equipment, and sell related
merchandise and parts. In the past year, we have served over one million
customers.
We have one of the most comprehensive and newest equipment rental fleets in
the industry. The types of rental equipment that we offer include a broad range
of light to heavy construction and industrial equipment, such as backhoes,
aerial lifts, skid-steer loaders, forklifts, compressors, pumps and generators,
as well as a variety of smaller tools and equipment. Our equipment fleet has an
original purchase price of approximately $2.5 billion and a weighted average age
of approximately 25 months (based on original purchase price).
We began operations in October 1997 and have grown through a combination of
internal growth, acquisitions and the opening of new rental locations. We have
an ongoing acquisition program and had completed 153 acquisitions through July
27, 1999, including our merger with U.S. Rentals, Inc. ("U.S. Rentals") in
September 1998. At the time of the merger, U.S. Rentals was the second largest
equipment rental company in the United States based on 1997 rental revenues.
Our principal executive offices are located at Four Greenwich Office Park,
Greenwich, Connecticut 06830, and our telephone number is (203) 622-3131.
Competitive Advantages
We believe that we benefit from the following competitive advantages:
Full Range of Rental Equipment. We have the largest and most comprehensive
equipment rental fleet in the industry, which enables us to:
. attract customers by providing the benefit of "one-stop" shopping;
. serve a diverse customer base, which reduces our dependence on any
particular customer or group of customers;
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. serve large customers that require assurance that substantial
quantities of different types of equipment will be available as
required on a continuing basis;
. minimize lost sales due to equipment being unavailable; and
. serve attractive specialty equipment rental markets, such as trench
shoring, traffic safety and portable tanks.
Operating Efficiencies. We generally group our branches into clusters of
10 to 30 locations that are in the same area. Our information technology systems
enable each branch to track equipment at any other branch and to access all
available equipment within a cluster. We believe that our cluster strategy
produces significant operating efficiencies by enabling us to:
. market the equipment within a cluster through multiple branches,
rather than a single branch, which increases our equipment utilization
rate;
. cross-market the equipment specialties of different branches within
each cluster, which increases revenues without increasing marketing
expenses;
. reduce costs by centralizing common functions such as payroll, credit
and collection, and certain equipment delivery into 22 regional
service centers; and
. consolidate overlapping operations to better serve our customers.
Significant Purchasing Power. We have significant purchasing power because
of our volume purchases. As a result, we can generally buy new equipment and
related merchandise and parts at prices that are significantly lower than prices
paid by smaller companies. We can also buy many other products and services--
such as insurance, telephone and fuel--at attractive rates.
Information Technology Systems. We have modern information technology
systems which facilitate decision-making and enable us to respond to changing
market conditions. These systems provide management with a wide range of
operating and financial data, including reports on inventory, receivables,
customers, vendors, fleet utilization and price and sales trends. These systems
are designed to enable branch personnel to search for needed equipment
throughout a geographic region, determine its closest location and arrange for
delivery to a customer's work site. These systems include software developed by
our Wynne Systems subsidiary, which is the leading provider of proprietary
software for use by equipment rental companies in managing and operating
multiple branch locations. We have an in-house staff of specialists that
supports our information technology systems and extends the systems to new
locations.
Customer Diversity. Our customer base is highly diversified and ranges from
Fortune 100 companies to small contractors and homeowners. We estimate that our
top ten customers accounted for approximately 4% of our revenues during 1998 (on
a pro forma basis as if the acquisitions that we completed in 1998 and 1999 had
been completed at the beginning of 1998).
Geographic Diversity. We have branches in 43 states, six Canadian provinces
and Mexico. We believe that our geographic diversity should reduce the impact
that fluctuations in regional economic conditions have on our overall financial
performance. Our geographic diversity and large network of branch locations also
give us the ability to serve national accounts and access used equipment re-sale
markets across the country.
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Experienced Senior Management. Our senior management combines executives
who have extensive operating experience in the equipment rental industry with
executives who have proven track records in other industries. Our senior
management includes former officers of United Waste Systems, Inc., which was a
publicly-traded solid waste management company that successfully executed a
growth strategy combining a disciplined acquisition program, the integration and
optimization of acquired facilities, and internal growth. Our senior management
also includes former executives of U.S. Rentals who have extensive experience in
the equipment rental industry.
Strong and Motivated Branch Management. Each of our branches has a full-
time branch manager who is supervised by one of our 50 district managers and
eight regional vice presidents. We believe that our branch and district
managers, who average over 20 years of experience in the equipment rental
industry, are among the most knowledgeable and experienced in the industry. We
encourage entrepreneurship at the branch level by giving branch managers a high
degree of autonomy relating to day-to-day operations. For example, each branch
manager is empowered to make decisions--within budgetary guidelines--concerning
staffing, pricing and equipment purchasing. We also promote entrepreneurship at
the branch level, as well as equipment sharing among branches, through our
profit sharing program which directly ties the compensation of branch personnel
to their branch's financial performance and equipment utilization rates. We
balance the autonomy that we grant branch managers with systems through which
senior management closely tracks branch performance. We also share information
across branches so that each branch can measure its operating performance
relative to other branches and benefit from the best practices developed
throughout our organization.
Professional Acquisition Team. Our 25-person acquisition team is engaged in
identifying and evaluating acquisition candidates and executing our acquisition
program. The core of this group consists of seasoned acquisition professionals--
most of whom were members of the acquisition team at United Waste Systems, where
they completed over 200 acquisitions. The team also includes former owners of
businesses that we acquired, who have extensive industry experience and contacts
with potential acquisition candidates.
Growth Strategy
Our plan for future growth includes the following key elements:
Continue Strong Internal Growth. We are seeking to sustain our strong
internal growth by:
. increasing the cross-marketing of our equipment specialties at
different locations;
. increasing our advertising and marketing--which become increasingly
cost-effective as we grow because the benefits are spread over a
larger number of branches;
. expanding our national accounts program--which dedicates a portion of
our sales force to establishing and expanding relationships with large
customers that have a national or multi-regional presence;
. increasing our rentals to industrial companies by developing a
comprehensive marketing program specifically aimed at this sector; and
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. expanding and modernizing our equipment fleet.
Execute Disciplined Acquisition Program. We intend to continue our
disciplined acquisition program. We generally seek to acquire multiple locations
within the regions that we enter, with the goal of creating clusters of
locations that can share various resources, including equipment, marketing
resources, back office functions and certain equipment delivery. We are seeking
to acquire companies of varying sizes, including relatively large companies to
serve as platforms for new regional clusters and smaller companies to complement
existing or anticipated locations. In considering whether to buy a company, we
evaluate a number of factors, including purchase price, anticipated impact on
earnings, the quality of the target's rental equipment and management, the
opportunities to improve operating margins and increase internal growth at the
target, the economic prospects of the region in which the target is located, the
potential for additional acquisitions in the region, and the competitive
landscape in the target's markets.
Open New Rental Locations. Because most of the businesses that we acquired
grew through developing start-up rental locations, many of our managers have
substantial experience in this area. We intend to leverage this experience by
selectively opening new rental locations in attractive markets where there are
no suitable acquisition targets available or where the economics of a start-up
location are more attractive than buying an existing business.
Increase Cost Savings. We work to reduce costs by efficiently integrating
new and existing operations, eliminating duplicative costs, centralizing common
functions, consolidating locations that serve the same areas, and using our
purchasing power to negotiate discounts from suppliers.
Continue to Emphasize Management Systems and Controls. We intend to further
strengthen our management systems and controls, which currently include:
. an audit group that is responsible for ensuring that we have adequate
financial, operating, and management information controls throughout
our organization;
. a team of regional and district controllers that monitors each branch
for compliance with financial and accounting procedures established at
corporate headquarters; and
. a risk management and safety department that is responsible for: (1)
developing and implementing safety programs and procedures, (2)
developing our customer and employee training programs and (3)
investigating and managing any claims that may be asserted against us.
Industry Background
Industry Size and Growth
We estimate that the U.S. equipment rental industry generates annual
revenues in excess of $20 billion. The combined equipment rental revenues of the
100 largest equipment rental companies have increased at an estimated compound
annual rate of approximately 25.2% from 1993 through 1998 (based upon revenues,
reported by the Rental Equipment Register, an industry trade publication). In
addition to reflecting general economic growth, we believe that the growth in
the equipment rental industry reflects the following trends:
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Recognition of Advantages of Renting. Equipment users are
increasingly recognizing the many advantages that equipment rental may
offer compared with ownership. They recognize that by renting they can:
. avoid the large capital investment required for equipment
purchases;
. reduce storage and maintenance costs;
. supplement the equipment that they own and thereby increase the
range and number of jobs that they can work on;
. access a broad selection of equipment and select the equipment
best suited for each particular job;
. obtain equipment as needed and minimize the costs associated with
idle equipment; and
. access the latest technology without investing in new equipment.
These advantages frequently allow equipment users to reduce their overall
costs by renting rather than buying the equipment they need.
Increase in Rentals by Contractors. There has been a fundamental
shift in the way contractors meet their equipment needs. While contractors
have historically used rental equipment on a temporary basis--to provide
for peak period capacity, meet specific job requirements or replace broken
equipment--many contractors are now also using rental equipment on an
ongoing basis to meet their long-term equipment requirements.
Although growth in the equipment rental industry has to date been largely
driven by the increase in rentals by the construction industry, we believe that
other equipment users may increasingly contribute to future industry growth. For
example, many industrial companies require equipment for operating, repairing,
maintaining and upgrading their facilities, and renting this equipment will
often be more cost-effective than purchasing because typically this equipment is
not used full-time. We believe that the cost and other advantages of renting,
together with the general trend toward the corporate outsourcing of non-core
competencies, may increasingly lead industrial companies to rent equipment. We
also believe that these same considerations may lead other equipment users--such
as municipalities, government agencies and utilities--to increasingly rent
equipment. Because the penetration of these markets by the equipment rental
industry is very low in comparison to its penetration of the construction
market, we believe there is significant potential for additional growth in these
markets.
Industry Fragmentation
The equipment rental industry is highly fragmented. It consists of a small
number of multi-location regional or national operators and a large number of
relatively small, independent businesses that serve discrete local markets. This
fragmentation is reflected in the following data:
. in 1998, there were only 12 equipment rental companies that had
equipment rental revenues in excess of $100 million and approximately
100 equipment rental companies that had equipment rental revenues
between $5 million and $100 million
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(based upon rental revenues for 1998 provided by the Rental Equipment
Register, an industry trade publication);
. we estimate that there are more than 20,000 companies with annual
equipment rental revenues of less than $5 million; and
. we estimate that the 100 largest equipment rental companies combined
have less than a 25% share of the market.
We believe that the fragmented nature of the industry presents substantial
consolidation and growth opportunities for companies with access to capital and
the ability to implement a disciplined acquisition program. We also believe that
our management team's extensive experience in acquiring and effectively
integrating acquisition targets should enable us to capitalize on these
opportunities.
RISK FACTORS
In addition to the other information in this document, you should carefully
consider the following factors before making an investment decision.
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.
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
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:
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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 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.
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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.
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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 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.
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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.
Concentrated Control
As of June 30, 1999, the executive officers and directors of our company
owned in the aggregate approximately 45.5% of the common stock of our company,
giving effect to the exercise of all currently exercisable options and warrants
(48.4% 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
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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
management information 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 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 certain selling
security holders and not by our company. Consequently, our company will not
receive any proceeds from the sale of these shares.
13
<PAGE>
SELLING SECURITY HOLDERS
Certain of our security holders may sell, from time to time, up to 989,596
shares of our common stock pursuant to this prospectus. 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.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
Name of Selling Security Holder (1) Number of Shares
- -------------------------------------- ----------------
- --------------------------------------------------------------------------------------
<S> <C>
Cave Family Limited Partnership 102,409(3)
- --------------------------------------------------------------------------------------
Doran Family Foundation Inc.(2) 28,000(3)
- --------------------------------------------------------------------------------------
John T. Doran, Sr. Trustee (under agreement dated 10/19/82 756,470(3)
by Doran Revocable Living Trust)(2)
- --------------------------------------------------------------------------------------
John T. Doran, Sr. as Trustee for the John T. Doran 88,718(3)
Revocable Trust(2)
- --------------------------------------------------------------------------------------
St. John Vianney Supporting Organization(2) 13,999(3)
- --------------------------------------------------------------------------------------
</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) The indicated selling security holder serves as a consultant to our company
(or is an affiliate, relative or transferee of such consultant to our
company).
(3) The selling security holders own of record the following additional shares
not shown in the table: Cave Family Limited Partnership (204,816 shares);
Doran Family Foundation Inc. (289,253 shares); John T. Doran, Sr. Trustee
(under agreement dated 10/19/82 by Doran Revocable Living Trust) (580,260
shares); John T. Doran, Sr. as Trustee for the John T. Doran Revocable
Trust (108,435 shares); and St. John Vianney Supporting Organization
(17,112 shares). These 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.
14
<PAGE>
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 incorporated herein by reference in reliance on
their reports, 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 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
15
<PAGE>
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.
16
<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.
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
Securities and Exchange Commission registration fee......... $ 7,582
- --------------------------------------------------------------------------------
Printing expenses........................................... 1,000
- --------------------------------------------------------------------------------
Accounting fees and expenses................................ 10,000
- --------------------------------------------------------------------------------
Legal fees and expenses..................................... 10,000
- --------------------------------------------------------------------------------
Miscellaneous............................................... 6,418
---------
- --------------------------------------------------------------------------------
Total.................................................. $ 35,000
=========
- --------------------------------------------------------------------------------
</TABLE>
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
II-1
<PAGE>
guaranteed any obligations of the Company, provided that the right of an
indemnitee to receive indemnification is subject to the following limitations:
(i) an indemnitee is not entitled to indemnification unless he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such conduct was unlawful and
(ii) in the case of a derivative action, an indemnitee is not entitled to
indemnification in the event that he is judged in a final non-appealable
decision of a court of competent jurisdiction to be liable to the Company due to
willful misconduct in the performance of his duties to the Company (unless and
only to the extent that the court determines that the indemnitee is fairly and
reasonably entitled to indemnification).
Pursuant to Section 145 of the Delaware Law, the Registrant has purchased
insurance on behalf of its 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>
<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 KPMG LLP
- --------------------------------------------------------------------------------
23.4.... Consent of Battaglia, Andrews & Moag, P.C.
- --------------------------------------------------------------------------------
23.5.... Consent of BDO Seidman LLP
- --------------------------------------------------------------------------------
23.6.... Consent of PricewaterhouseCoopers LLP
- --------------------------------------------------------------------------------
24.1.... Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures")
- --------------------------------------------------------------------------------
</TABLE>
II-2
<PAGE>
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.
(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
II-3
<PAGE>
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 30th day of August, 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)
August 30, 1999
Wayland R. Hicks
/s/ Wayland R. Hicks
--------------------
Wayland R. Hicks, Director
August 30, 1999
S-1
<PAGE>
John N. Milne
/s/ John N. Milne
-----------------
John N. Milne, Director
August 30, 1999
William F. Berry
_________________________
William F. Berry, Director
August , 1999
John S. McKinney
/s/ John S. McKinney
--------------------
John S. McKinney, Director
August 30, 1999
Leon D. Black
_________________________
Leon D. Black, Director
August , 1999
Richard D. Colburn
/s/ Richard D. Colburn
_________________________
Richard D. Colburn, Director
August 30, 1999
Ronald M. DeFeo
/s/ Ronald M. DeFeo
_________________________
Ronald M. DeFeo, Director
August 30, 1999
S-2
<PAGE>
Michael S. Gross
_________________________
Michael S. Gross, Director
August , 1999
Richard J. Heckmann
_________________________
Richard J. Heckmann, Director
August , 1999
Gerald Tsai, Jr.
/s/ Gerald Tsai, Jr.
_________________________
Gerald Tsai, Jr., Director
August 30, 1999
Christian M. Weyer
/s/ Christian M. Weyer
----------------------
Christian M. Weyer, Director
August 30, 1999
Michael J. Nolan
/s/ Michael J. Nolan
--------------------
Michael J. Nolan, Chief Financial Officer
(Principal Financial Officer)
August 30, 1999
Peter R. Borzilleri
/s/ Peter R. Borzilleri
-----------------------
Peter R. Borzilleri, Vice President, Corporate Controller
(Principal Accounting Officer)
August 30, 1999
S-3
<PAGE>
Exhibit 5.1
August 30, 1999
United Rentals, Inc.
Four Greenwich Office Park
Greenwich, Connecticut 06830
Re: Registration Statement on Form S-3
Relating to 989,596 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 989,596
shares of Common Stock, par value $.01 per share, of United Rentals, Inc. (the
"Company") that the Registration Statement contemplates will be sold by certain
selling stockholders.
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
989,596 shares of Common Stock of the Company that are being offered by the
selling stockholders have been duly authorized and are validly issued, fully
paid and non-assessable.
We hereby consent to the reference to us under the caption "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-3) and related Prospectus of United Rentals, Inc.
for the registration of 989,596 shares of its Common Stock 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
August 26, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement for
the registration of 989,586 common shares on Form S-3 of United Rentals, Inc. of
our report dated February 3, 1998, with respect to the combined financial
statements of BNR Group of Companies as of March 31, 1997 and 1996 and for the
years ended March 31, 1997 and 1996 which report appears in the Form 8-K/A of
United Rentals, Inc. dated February 4, 1998. We also consent to the reference to
our firm under the heading "Experts" in the Registration Statement.
Waterloo, Canada
August 30, 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-3 and the related Prospectus of United Rentals,
Inc. (the Company), for the registration of 989,596 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 8K/A dated
February 4, 1998.
/s/ Battaglia, Andrews & Moag, P.C.
Batavia, New York
August 26, 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 989,596 shares of its common
stock and to the incorporation by reference therein of our report 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.
/s/ BDO Seidman, LLP
Philadelphia, Pennsylvania
August 26, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 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 appear in Form 8-K of United Rentals, Inc. dated December 24, 1998. We
also consent to the reference to us under the heading "Experts" in the
Registration Statement.
PricewaterhouseCoopers LLP
Stamford, Connecticut
August 30, 1999
