-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6FnCMytp/OuUhN4/Cnas1vZi0EODBFzSXxSZ4bIuoS2O/wSekaoOWxwK4/5ceN4 p2plVH+bcv/AqLpYIdp74g== 0000944209-97-000252.txt : 19970310 0000944209-97-000252.hdr.sgml : 19970310 ACCESSION NUMBER: 0000944209-97-000252 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970307 SROS: NYSE GROUP MEMBERS: COLBURN RICHARD D GROUP MEMBERS: USR HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: U S RENTALS INC CENTRAL INDEX KEY: 0001028726 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS EQUIPMENT RENTAL & LEASING [7350] IRS NUMBER: 943061974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50595 FILM NUMBER: 97552589 BUSINESS ADDRESS: STREET 1: 1581 CUMMINS DRIVE SUITE 155 CITY: MDESTO STATE: CA ZIP: 95358 BUSINESS PHONE: 2095449000 MAIL ADDRESS: STREET 1: 1581CUMMINS DR STE 155 CITY: MODESTO STATE: CA ZIP: 95358 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLBURN RICHARD D CENTRAL INDEX KEY: 0001034348 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1516 PONTIUS AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3104772418 MAIL ADDRESS: STREET 1: 1516 PONTIUS AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 U.S. Rentals, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock --------------------------------------------------- (Title of Class and Securities) 902966100 ----------------------------------------- (CUSIP Number of Class of Securities) Richard D. Colburn 1581 Cummins, Suite 155 Modesto, CA 95358 (209) 544-9000 Copy to: Kent V. Graham O'Melveny & Myers LLP 1999 Avenue of the Stars, 7th Floor Los Angeles, CA 90067 (310) 553-6700 ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 1997 ----------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13D-1(b)(3) or (4), check the following box: [_] Page 1 of 9 - ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 2 OF 9 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 Richard D. Colburn - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEM 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 U.S. - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 20,748,975 shares of Common Stock OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- shares of Common Stock PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 20,748,975 shares of Common Stock - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 20,748,975 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 67.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 3 OF 9 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 USR Holdings, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: 2 (a) [X] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEM 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF -0- shares of Common Stock SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 20,748,975 shares of Common Stock OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING -0- shares of Common Stock PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 20,748,975 shares of Common Stock - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 20,748,975 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 67.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO - ------------------------------------------------------------------------------ ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 4 OF 9 PAGES ----------------------- --------------------- ITEM 1. SECURITY AND ISSUER ------------------- The equity securities to which this statement relates are Common Stock, par value $.01 per share (the "Common Stock") of U.S. Rentals, Inc. ("USR"), a Delaware corporation with its principal executive offices at 1581 Cummins Drive, Suite 155, Modesto, CA 95358. At February 26, 1997, USR had outstanding 30,748,975 shares of Common Stock, according to information provided to the Reporting Persons (as defined below) by USR on February 26, 1997. ITEM 2. IDENTITY AND BACKGROUND ----------------------- (a) This statement is filed by (i) Richard D. Colburn, an individual ("Colburn") and (ii) USR Holdings, Inc., a California corporation ("USR Holdings") (collectively, the "Reporting Persons"). In addition, the information set forth in Items (b) through (f) below is included with respect to (i) Bernard Lyons ("Lyons"), an individual and a Director, Vice-President, and Secretary of USR Holdings, (ii) Christine I. Colburn ("C. Colburn"), an individual and a Director of USR Holdings, (iii) David D. Colburn ("D. Colburn"), an individual and a Director of USR Holdings, (iv) McKee D. Colburn ("M. Colburn"), an individual and a Director of USR Holdings, and (v) John McKinney ("McKinney"), an individual and a Vice-President and Assistant Secretary of USR Holdings. USR Holdings is a company that holds the shares of USR and various other investments. All of the shares of USR Holdings are beneficially owned by Colburn through an Amended Trust Agreement of Richard D. Colburn, dated December 12, 1977, as amended, with The Northern Trust Company, Richard W. Colburn, Keith W. Colburn, and Carol C. Hogel, as Trustees (the "Trust"), which is a revocable grantor trust. Colburn, through the Trust, is the sole stockholder and Chairman of the Board of USR Holdings and is in a position to determine the investment and voting decisions made by USR Holdings. Therefore, Colburn is the beneficial owner of the shares of USR acquired by USR Holdings, and the Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934 (the "Act") with respect to the Shares covered by this statement. (b) The business address of USR Holdings, Colburn, and C. Colburn is: 1581 Cummins Modesto, California 95358 The business address of Lyons is: 1516 Pontius Avenue Los Angeles, California 90025 The business address of D. Colburn is: 555 Skokie Boulevard, Suite 555 Northbrook, Illinois 60062 The business address of M. Colburn is: 36025 Cathedral Canyon Cathedral City, California 92234 ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 5 OF 9 PAGES ----------------------- --------------------- The business address for John McKinney is: 1581 Cummins Drive, Suite 155 Modesto, California 95358 (c) The present principal occupation or employment of each of the Reporting Persons and each of the above listed persons is as follows: USR Holdings: private investment corporation Colburn: private investor and Chairman of the Board of USR Holdings and USR Lyons: attorney C. Colburn: none D. Colburn: private investor M. Colburn: Branch Manager for USR McKinney: Director, Chief Financial Officer and Vice-President of USR (d) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, the above stated individuals, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, the above stated individuals, has been a party in a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in its, his or her being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the above stated individuals is a citizen of the United States of America. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired on February 26, 1997 when USR Holdings transfered substantially all of its operating assets to USR in exchange for the shares. ITEM 4. PURPOSE OF TRANSACTION ---------------------- The shares of Common Stock reported herein were acquired for investment purposes. The Reporting Persons reserve the right, from time to time, to purchase additional shares of Common Stock on the open market or in privately negotiated transactions, or otherwise, but have no present intention to do so. The Reporting Persons have no present intention of selling any shares of Common Stock, but reserve the right to do so, in whole or in part, at any time, in open market transactions, privately negotiated transactions, or otherwise. The Reporting Persons have no plans or proposals that relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position with respect to USR, and formulate plans or proposals with respect to any of such matters. ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 6 OF 9 PAGES ----------------------- --------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) As of the date hereof, USR Holdings is the record and beneficial owner of 20,748,975 shares of Common Stock, which constitutes 67.5% of the outstanding shares of Common Stock (based upon the number of shares that were reported to be outstanding by USR on February 26, 1997). Colburn does not directly own any Common Stock but, by virtue of his position, through the Trust, as the sole stockholder of USR Holdings, may be deemed to beneficially own the shares of Common Stock held by USR Holdings. Therefore, Colburn is the indirect beneficial owner of 20,748,975 shares of Common Stock, which constitutes 67.5% of the outstanding shares of the Common Stock. (b) USR Holdings and Colburn may be deemed share the power to vote or to direct the vote and to dispose or to direct the disposition of the shares of Common Stock held by USR Holdings. (c) On February 26, 1997, USR Holdings transferred substantially all of its operating assets to USR in exchange for 20,748,975 shares of Common Stock of USR. (d) To the best of Reporting Persons' knowledge, except as set forth herein no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of USR that the Reporting Persons may be deemed to own beneficially. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OF RELATIONSHIPS WITH RESPECT TO ------------------------------------------------------------------------ SECURITIES OF ISSUER -------------------- USR Holdings and USR entered into a Registration Rights Agreement under which USR Holdings (and certain permitted transferees) will be entitled to certain rights with respect to the registration of its shares of Common Stock under the Securities Act. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- 1. JOINT FILING STATEMENT. 2. REGISTRATION RIGHTS AGREEMENT (incorporated by reference from USR Registration Statement on Form S-1 (Registration No. 333-17783) -- agreement was filed as Exhibit 10.3). Remainder of this Page Intentionally Left Blank ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 7 OF 9 PAGES ----------------------- --------------------- SIGNATURE --------- After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 7, 1997 USR HOLDINGS, INC. By: /s/ Richard D. Colburn ---------------------- Richard D. Colburn Chairman of the Board /s/ Richard D. Colburn --------------------------- RICHARD D. COLBURN ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 8 OF 9 PAGES ----------------------- --------------------- EXHIBIT INDEX
Exhibit No. Description Page - -------------------------------------------------------------------------- 1. Joint Filing Statement 11 2. Registration Rights Agreement Incorporated by Reference
EX-1 2 JOINT FILING STATEMENT ----------------------- --------------------- CUSIP NO. 902966100 13D PAGE 9 OF 9 PAGES ----------------------- --------------------- EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each will be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein, but will not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: March 7, 1997 USR HOLDINGS, INC. By: /s/ Richard D. Colburn ---------------------- Richard D. Colburn Chairman of the Board /s/ Richard D. Colburn --------------------------- RICHARD D. COLBURN -----END PRIVACY-ENHANCED MESSAGE-----