8-K

UNITED STATES
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):  December 21, 2007

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Five Greenwich Office Park Greenwich, CT		06831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:  (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.        Termination of a Material Definitive Agreement

On December 23, 2007, United Rentals, Inc. (the “Company”) terminated the Agreement and Plan of Merger, dated as of July 22, 2007 (the “Merger Agreement”), by and among the Company, RAM Holdings, Inc. and RAM Acquisition Corp. (each of RAM Holdings, Inc. and RAM Acquisition Corp. is an affiliate of Cerberus Capital Management, L.P.).   Pursuant to the notice of termination, the Company requested prompt payment be made to the Company of the $100,000,000 termination fee owed to the Company pursuant to the terms of the Merger Agreement.  The Company received payment of such termination fee in full from Cerberus on December 26, 2007. The notice of termination sent by the Company on December 23, 2007 is filed as Exhibit 99.1 hereto and incorporated herein by reference.

In connection with the termination of the Merger Agreement, the Company announced the termination of the debt tender offers and consent solicitations being made by United Rentals (North America) Inc., a wholly owned subsidiary of the Company.

On December 24, 2007, the Company issued a press release announcing, among other things, that it has terminated the Merger Agreement and the related debt tender offers and consent solicitations, a copy of which is filed as Exhibit 99.2 hereto.

Item 8.01.        Other Events

Attached hereto as Exhibit 99.3 is a copy of the press release issued by the Company on December 21, 2007 regarding the decision by the Delaware Chancery Court in the lawsuit commenced by the Company against RAM Holdings, Inc. and RAM Acquisition Corp.

Item 9.01.        Financial Statements and Exhibits.

            (c)        Exhibits.

Exhibit No.	Description
Exhibit 99.1	Notice of termination of the Agreement and Plan of Merger, dated as of July 22, 2007, by and among the Company, RAM Holdings, Inc. and RAM Acquisition Corp., sent by the Company on December 23, 2007.
Exhibit 99.2	Press Release, dated December 24, 2007, of United Rentals, Inc.
Exhibit 99.3	Press Release, dated December 21, 2007, of United Rentals, Inc.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:       December 26, 2007	UNITED RENTALS, INC.
	By:	/s/ Roger E. Schwed
	Name:	Roger E. Schwed
	Title:	General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Roger E. Schwed
	Name:	Roger E. Schwed
	Title:	General Counsel

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Notice of termination of the Agreement and Plan of Merger, dated as of July 22, 2007, by and among the Company, RAM Holdings, Inc. and RAM Acquisition Corp., sent by the Company on December 23, 2007.
Exhibit 99.2	Press Release, dated December 24, 2007, of United Rentals, Inc.
Exhibit 99.3	Press Release, dated December 21, 2007, of United Rentals, Inc.

EX-99.1

Exhibit 99.1

Five Greenwich Office Park
Greenwich, CT 06831
Tel: (203) 618-7151
Fax: (203) 618-7252
www.unitedrentals.com

VIA FACSIMILE AND ELECTRONIC MAIL

December 23, 2007          

RAM Holdings, Inc.
RAM Acquisition Corp.
c/o Cerberus Capital Management, L.P.
299 Park Avenue
New York, New York 10171
Attention: General Counsel

Cerberus Partners, L.P.
299 Park Avenue
New York, New York 10171
Attention: Mark Neporent

Re: Agreement and Plan of Merger, dated as of July 22, 2007, among RAM Holdings, Inc., RAM
Acquisition Corp. and United Rentals, Inc. (the “Merger Agreement”)

Ladies and Gentleman:

          Reference is made to (i) the Merger Agreement and (ii) that certain Limited Guarantee, dated as of July 22, 2007, by Cerberus Partners, L.P. (the “Guarantor”) in favor of United Rentals, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Merger Agreement.

          Please be advised that the Company will not be appealing the December 21, 2007 decision by Chancellor Chandler in United Rentals, Inc. v. RAM Holdings, Inc. and RAM Acquisition Corp. (C.A. No. 3360-CC) and, therefore, the Company is not seeking specific performance pursuant to the Merger Agreement. The Company reserves the right, however, to seek an appropriate remedy in the Delaware and/or New York actions if Parent, Merger Sub and Guarantor do not promptly pay the Parent Termination Fee within the time specified in the Merger Agreement.

          Pursuant to Section 8.1(d)(i) and Section 8.1(d)(ii), the Company hereby terminates the Merger Agreement, effective immediately. Pursuant to Section 8.2(c) of the Merger Agreement, the Company hereby directs payment of the Parent Termination Fee ($100,000,000) by wire transfer of same day funds to the account designated on Annex A hereto, such fee to be paid as promptly as practicable and in any event within two business days of the date hereof.

          In addition, please be advised that this letter shall constitute notice to the Guarantor under the Limited Guarantee pursuant to which the Guarantor has absolutely, irrevocably and unconditionally guaranteed, among other things, the due and punctual payment by Parent and

December 23, 2007
Page 2

Merger Sub of their payment obligations under Section 8.2(c) and Section 8.2(d) of the Merger Agreement. Finally, we respectfully remind Parent, Merger Sub and Guarantor of the provisions of Section 8.2(d) of the Merger Agreement (regarding, among other things, the payment to the Company of certain additional expenses in the event that Parent fails to pay the Parent Termination Fee when due) and the reference thereto in the second sentence of Section 1(a) of the Guarantee.

Yours truly,
UNITED RENTALS, INC.
By:
Name:	Roger E. Schwed
Title:	General Counsel

cc:	Steven F. Mayer and Lisa Gray, Cerberus Capital Management, L.P.
	Peter H. Ehrenberg and Robert G. Minion, Lowenstein Sandler PC
	Michael L. Hirschfeld, Milbank, Tweed, Hadley & McCloy LLP (via email only)
	Richard D. Bernstein, Willkie Farr & Gallagher LLP (via email only)
	Gary Horowitz, Simpson Thacher & Bartlett LLP (via email only)

EX-99.2

Exhibit 99.2

	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT  06831
	tel:   203 622 3131
	fax:  203 622 6080
	unitedrentals.com

UNITED RENTALS TERMINATES RAM MERGER AGREEMENT
AND REQUESTS PROMPT PAYMENT OF $100 MILLION TERMINATION FEE

Will Not Appeal Delaware Chancery Court Ruling

Announces Termination of Current Debt Tender Offers
and Consent Solicitations

          GREENWICH, Conn. — December 24, 2007 — United Rentals, Inc. (NYSE: URI) (“United Rentals” or the “Company”) today said that it has delivered a notice of termination of its July 22, 2007 merger agreement with RAM Holdings, Inc. and RAM Acquisition Corp. (acquisition vehicles formed by Cerberus Capital Management, L.P.). 

          In delivering the notice, United Rentals has requested that Cerberus Partners, L.P., pursuant to the guarantee given at the time of the merger agreement, pay United Rentals the $100 million termination fee required by the merger agreement. Under the agreement, the fee is payable promptly and in any event within two days of termination.

          A United Rentals spokesperson said: “In light of Chancellor Chandler’s December 21^st opinion, the United Rentals Board of Directors has determined that the Company is best served by terminating the merger agreement and the constraints it imposes. We remain committed to enhancing shareholder value, and believe the immediate need is to move forward and focus our energies on our business.”

          In light of the termination of the merger agreement, United Rentals also announced that it will not be appealing the Delaware Chancery Court opinion and is terminating the previously announced debt tender offers and consent solicitations (the “Offers”) being made by its wholly-owned subsidiary, United Rentals (North America), Inc. (“URNA”).

          The Offers expired at Midnight, New York City time on December 21, 2007. The Offers were being conducted pursuant to URNA’s Offer to Purchase and Consent Solicitation Statement, dated October 16, 2007 (the “Statement”), and related to URNA’s outstanding (i) 6 1/2% Senior Notes due 2012, (ii) 7 3/4% Senior Subordinated Notes due 2013, and (iii) 7% Senior Subordinated Notes due 2014 (collectively, the “Notes”). The Offers have been terminated because completion of the merger contemplated by the merger agreement was a condition to consummating the Offers.

          As a result of the termination of the Offers, the proposed amendments to the indentures pursuant to which the Notes were issued will not become operative.

          All Notes that were tendered in the Offers will be returned promptly to the respective holders thereof without any action required on the part of the holders.

          About United Rentals

          United Rentals, Inc. is the largest equipment rental company in the world based on revenue, with an integrated network of over 690 rental locations in 48 states, 10 Canadian provinces and one location in Mexico.  The Company’s approximately 11,500 employees serve construction and industrial customers, utilities, municipalities, homeowners and others.  The Company offers for rent over 20,000 classes of rental equipment with a total original cost of $4.3 billion.  The Company is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index ® and is headquartered in Greenwich, Conn.  Additional information about the Company is available at www.unitedrentals.com.

          Forward Looking Statements

          Certain statements in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.    These statements can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those expected by any forward-looking statements. For a description of factors that could cause actual results to differ from those expected, please refer to our Annual Report on Form 10-K for the year ended December 31, 2006, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

Contact:

Kekst and Company

Mark Semer or Tom Davies

(212) 521-4800

Hyde Park Financial Communications

Fred Bratman

(203) 618-7318

cell: (917) 847-4507

fbratman@hydeparkfin.com

EX-99.3

Exhibit 99.3

	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT  06831
	tel:   203 622 3131
	fax:  203 622 6080
	unitedrentals.com

FOR IMMEDIATE RELEASE

UNITED RENTALS COMMENTS ON COURT’S RULING IN LITIGATION WITH
CERBERUS ACQUISITION VEHICLES

          GREENWICH, Conn. — December 21, 2007 — United Rentals, Inc. (NYSE: URI) today issued the following statement regarding the decision by Delaware Court of Chancery Chancellor William B. Chandler III that RAM Holdings, Inc. and RAM Acquisition Corp. (acquisition vehicles formed by Cerberus Capital Management, L.P.) are not obligated to complete their purchase of United Rentals. 

          United Rentals said: “While we are disappointed by Chancellor Chandler’s decision, we respect it and thank the Court for its prompt review of this matter.  The Board of Directors and management team of United Rentals will consider its alternatives under the circumstances and they continue to believe strongly in United Rentals’ future prospects.  We look forward to continuing to operate our business as a public enterprise and to executing a strategy to maximize value for our shareholders.”

          About United Rentals

          United Rentals, Inc. is the largest equipment rental company in the world based on revenue, with an integrated network of over 690 rental locations in 48 states, 10 Canadian provinces and one location in Mexico.  The Company’s approximately 11,500 employees serve construction and industrial customers, utilities, municipalities, homeowners and others.  The Company offers for rent over 20,000 classes of rental equipment with a total original cost of $4.3 billion.  The Company is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index ® and is headquartered in Greenwich, Conn.  Additional information about the Company is available at www.unitedrentals.com.

          Forward Looking Statements

          Certain statements in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.    These statements can generally be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those expected by any forward-looking statements. For a description of factors that could cause actual results to differ from those expected, please refer to our Annual Report on Form 10-K for the year ended December 31, 2006, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

Contact:

Kekst and Company

Mark Semer or Tom Davies

(212) 521-4800

Hyde Park Financial Communications

Fred Bratman

(203) 618-7318

cell: (917) 847-4507

fbratman@hydeparkfin.com