-----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, FnaDCpjgvqrsq6h0YdwtZ3nYEh53Ppo9FGBtmHg4b/9fqrWkw8vxSBMhZYyReB4p AExJP8EmtH7QxxmdgmJN8A== 0000950130-98-000319.txt : 19980128 0000950130-98-000319.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950130-98-000319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980113 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980127 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC CENTRAL INDEX KEY: 0001047166 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061493538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13663 FILM NUMBER: 98514371 BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 13, 1998 ---------------- UNITED RENTALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) - -------------------------------------------------------------------------------- Delaware 1-13663 06-1493538 - ------------------------ ------------------- ---------------------- (State or Other Jurisdiction (Commission file Number) (IRS Employer of Incorporation) Identification No.) Four Greenwich Office Park, Greenwich, Connecticut 06830 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 622-3131 -------------- ================================================================================ Item 2. Acquisition or Disposition of Assets ------------------------------------ During the period January 13, 1998, through January 22, 1998, United Rentals, Inc.(the "Company") completed the three acquisitions described below. Each of such acquisitions has been accounted for as a purchase. 1. On January 13, 1998, the Company acquired all of the outstanding stock of Mission Valley Rentals, Inc. ("Mission Valley"). Mission Valley is an equipment rental company and operates four rental locations in the State of California. Mission Valley leases the land and buildings comprising its rental locations. 2. On January 22, 1998, the Company acquired the equipment rental businesses of the following three affiliated companies (collectively, "Access Rentals"): (i) Access Rentals, Inc., (ii) Access Lift Equipment Inc. and (iii) Reinhart Leasing, LLC. This acquisition was effected by the Company acquiring all of the outstanding stock of each of Access Rentals, Inc. and Access Lift Equipment, Inc. and substantially all of the assets of Reinhart Leasing, LLC. Access Rentals is an equipment rental company specializing in aerial lift equipment and operates 19 rental locations (18 in the United States and 1 in Canada). The rental locations in the United States are in the following ten states: Connecticut (1), Florida (2), Indiana (1), Minnesota (2), New York (6), New Jersey (1), Pennsylvania (1), South Carolina (1), Tennessee (2), and Washington (1). The rental location in Canada is in Ontario. Access Rental leases the land and buildings comprising its rental locations. 3. On January 22, 1998, the Company acquired the following group of affiliated companies (collectively, "BNR"): (i) 2. BNR Equipment Ltd., (ii) 650310 Ontario Limited, (iii) 754643 Ontario Limited, (iv) 766903 Ontario Inc., (v) BNR Equipment, Inc. and (vi) 1270984 Ontario Limited. This acquisition was effected by the Company acquiring all of the outstanding stock of each of the aforementioned companies. BNR is an equipment rental company and operates eight rental locations. These locations are in New York (1) and in Ontario, Canada (7). BNR leases the land and buildings comprising its rental locations. The aggregate consideration paid by the Company in respect of the companies acquired in the three acquisition transactions described above was $80.1 million and consisted of approximately $72.9 million of cash, 370,321 shares of the Company's Common Stock, and warrants to purchase an aggregate of 30,000 shares of the Company's Common Stock. The Company also assumed or repaid outstanding indebtedness of the companies acquired in the aggregate amount of approximately $63.8 million. The consideration for each of the acquisitions was determined through arms-length negotiations between the Company and the former owners of the businesses acquired. The Company funded the cash portion of the consideration from cash on hand of approximately $67.6 million (representing the portion of the net proceeds of the Company's initial public offering that was not used for repayment of debt) and from borrowings under the Company's revolving credit facility of approximately $5.3 million. 2 Item 7. Financial and Statements Exhibits (a) Financial Statements of Businesses Acquired The required financial statements will be filed on or prior to March 23, 1998. (b) Pro Forma Financial Information The required pro forma information will be filed on or prior to March 23, 1998. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 27th day of January, 1998. UNITED RENTALS, INC. By: Michael J. Nolan ------------------------------- Name: Michael J. Nolan Title: Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----