0001193125-12-478892.txt : 20121121 0001193125-12-478892.hdr.sgml : 20121121 20121121161600 ACCESSION NUMBER: 0001193125-12-478892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121119 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121121 DATE AS OF CHANGE: 20121121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC /DE CENTRAL INDEX KEY: 0001067701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061522496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14387 FILM NUMBER: 121221408 BUSINESS ADDRESS: STREET 1: FIVE GREENWICH OFFICE PARK STREET 2: 3RD FLR CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FIVE GREENWICH OFFICE PARK STREET 2: 3RD FLR CITY: GREENWICH STATE: CT ZIP: 06831 8-K 1 d441577d8k.htm FORM 8-K FORM 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): November 19, 2012

 

 

UNITED RENTALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-14387   06-1522496

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Five Greenwich Office Park

Greenwich, Connecticut

   06831
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 622-3131

(Former name or former address if changed since last report.)

 

 

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:

 

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

 

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

 

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

 

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

 

 

 

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On November 19, 2012, United Rentals, Inc. (the “Company”) was notified of forthcoming blackout periods for the RSC 401(k) Savings Plan (“RSC Plan”) and the United Rentals, Inc. 401(k) Investment Plan (“UR Plan”) in accordance with Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974. These blackout periods are attributable to: (1) the merger of the RSC Plan into the UR Plan effective January 1, 2013; and (2) the transition of recordkeeping, trustee and investment services for the UR Plan to a new recordkeeper, trustee and investment services provider. Following the merger of the RSC Plan into the UR Plan on January 1, 2013, the merged plan will be known as the United Rentals 401(k) Investment Plan (“Merged Plan”).

During the blackout periods, participants in the RSC Plan and UR Plan (after December 31, 2012, the Merged Plan), will be precluded from: directing or diversifying investments in individual accounts, including amounts invested in Company common stock; obtaining a loan; or obtaining a distribution or withdrawal. The blackout period is expected to begin for the UR Plan at 4:00 p.m. Eastern Time on December 21, 2012 and for the RSC Plan at 4:00 p.m. Eastern Time on December 31, 2012, and is expected to end for the Merged Plan during the week of January 7, 2013 (the “Blackout Period”).

The Company notified its directors and executive officers of the Blackout Period, and the corresponding suspension of insider trading pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. § 7244(a)) during the Blackout Period, on November 21, 2012. During the Blackout Period, directors and executive officers will be precluded from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any common stock of the Company if the director or executive officer acquired such common stock in connection with his or her service as a director or executive officer of the Company. A copy of the notice to directors and executive officers is attached hereto as Exhibit 99.1.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting: Alissa Burroughs, United Rentals, Inc., 6929 E. Greenway Parkway, Ste 200, Scottsdale, AZ 85254, (480) 609-2025.

Any general inquiries regarding the Blackout Period may be directed to Alissa Burroughs, United Rentals, Inc., 6929 E. Greenway Parkway, Ste 200, Scottsdale, AZ 85254, (480) 609-2025.

 

2

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

     
Exhibit 99.1    Notice to Directors and Executive Officers Dated November 21, 2012.

 

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.

Date: November 21, 2012

 

UNITED RENTALS, INC.
By:  

/s/ Jonathan M. Gottsegen

Name:   Jonathan M. Gottsegen
Title:   Senior Vice President, General Counsel and Corporate Secretary

 

4

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Notice to Directors and Executive Officers Dated November 21, 2012.

 

5

EX-99.1 2 d441577dex991.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS DATED NOVEMBER 21, 2012 Notice to Directors and Executive Officers Dated November 21, 2012

Exhibit 99.1

 

To: Directors and Executive Officers
Date: November 21, 2012
RE: Suspension of Insider Trading—Sarbanes-Oxley Blackout

Please be advised of the following:

1. On November 19, 2012, United Rentals, Inc. (the “Company”) was notified of forthcoming blackout periods for the RSC

401(k) Savings Plan (“RSC Plan”) and the United Rentals, Inc. 401(k) Investment Plan (“UR Plan”) in accordance with the Employee Retirement Income Security Act of 1974. These blackout periods are attributable to: (1) the merger of the RSC Plan into the UR Plan effective January 1, 2013; and (2) the transition of recordkeeping, trustee and investment services for the UR Plan to a new recordkeeper, trustee and investment services provider. Following the merger of the RSC Plan into the UR Plan on January 1, 2013, the merged plan will be known as the United Rentals 401(k) Investment Plan (“Merged Plan”).

2. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, directors and executive officers are precluded from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any affected class of equity securities of the Company during such Blackout Period (as defined below). This prohibition is subject to certain limited exceptions.

3. During the Blackout Period, participants in the RSC Plan and UR Plan (after December 31, 2012, the Merged Plan), will be precluded: from directing or diversifying investments in individual accounts, including amounts invested in Company common stock; obtaining a loan; or obtaining a distribution or withdrawal. The Blackout Period is expected to begin for the UR Plan at 4:00 p.m. Eastern Time on December 21, 2012 and for the RSC Plan at 4:00 p.m. Eastern Time on December 31, 2012, and is expected to end for the Merged Plan during the week of January 7, 2013 (the “Blackout Period”).

4. The upcoming Blackout Period constitutes a blackout period for purposes of the Sarbanes-Oxley Act, and as a result, the restrictions on insider trading described in paragraph 2 shall apply to directors and executive officers. The affected class of equity securities in this case is common stock of the Company.

5. To obtain information regarding whether the Blackout Period has begun or ended, or general information regarding the Blackout Period, please contact: Alissa Burroughs, United Rentals, Inc., 6929 E. Greenway Parkway, Ste 200, Scottsdale, AZ 85254, (480) 609-2025.

6. These restrictions are in addition to those imposed by the Company’s Insider Trading Policy. Pursuant to such policy, the Company’s trading window is scheduled to close in mid-December and remain closed until after an expected announcement of the Company’s results of operations in January 2013.

7. If you have any questions concerning this notice, please contact me at (203) 618-7255.

Craig Pintoff

SVP, Human Resources