SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UNITED RENTALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1522496
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
Five Greenwich Office Park, Greenwich, Connecticut 06830
(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and Section 12(g) of the Exchange Act and
is effective pursuant to General is effective pursuant to General
Instruction A.(c), check the following Instruction A.(d), check the following
box. box.
( ) ( X )
Securities Act registration statement file number to which this form
relates: (If applicable) N/A
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The Board of Directors of United Rentals, Inc. (the
"Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock and that number of Rights for
each share of "Series Preferred Stock" (as defined below) equal to the
number of shares of Common Stock into which such preferred shares would be
convertible on the Record Date, pursuant to their respective Certificates
of Designations, to shareholders of record at the close of business on
October 19, 2001 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company a unit consisting of one one-thousandth
of a share (a "Unit") of Series E Junior Participating Preferred Stock,
$0.01 par value (the "Series E Preferred Stock"), at a purchase price of
$120.00 per Unit, subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement"), dated
as of September 28, 2001, between the Company and American Stock Transfer &
Trust Co., as Rights Agent. The "Series Preferred Stock" shall mean the
"New Preferred" or the "Prior Preferred", as the case may be, as defined
below.
On September 28, 2001, the Company entered into an Exchange
Agreement with the holders of the outstanding shares of our Series A
Perpetual Convertible Preferred Stock ("Series A Preferred") and Series B
Perpetual Convertible Preferred Stock ("Series B Preferred"). This
agreement requires that (1) each share of Series A Preferred be exchanged
for a share of Series C Perpetual Convertible Preferred Stock ("Series C
Preferred") and (2) each share of Series B Preferred be exchanged for a
share of Series D Perpetual Convertible Preferred Stock ("Series D
Preferred"). The Series A Preferred and Series B Preferred is referred to
as the "Prior Preferred," and the Series C Preferred and Series D Preferred
is referred to as the "New Preferred."
Initially, the Rights will be attached to all Common
Stock and Series Preferred Stock certificates representing shares then
outstanding, and no separate Rights Certificates will be distributed.
Subject to certain exceptions specified in the Rights Agreement, the Rights
will separate from the Common Stock and Series Preferred Stock and a
Distribution Date will occur upon the earlier to occur of (i) the tenth day
after the date (the "Stock Acquisition Date") of the first public
announcement by the Company that any person or group has become the
beneficial owner of 25% or more of the Common Stock then outstanding (an
"Acquiring Person") (other than: (y) by reason of a stock repurchase by the
Company, or (z) if, in the determination of the Board of Directors, such
person has inadvertently become the beneficial owner of 25% or more of the
Common Stock) or (ii) ten business days (or such other period as may be set
by the Board of Directors) after the commencement by any person (other than
the Company, any subsidiary of the Company, any employee benefit plan of
the Company or any subsidiary, or any entity holding Common Stock for or
pursuant to the terms of any such plan) of a tender offer for 25% or more
of the then outstanding shares of Common Stock. Until the Distribution
Date, (i) the Rights will be evidenced by the Common Stock and Series
Preferred Stock certificates, as applicable, and will be transferred with
and only with such Common Stock and Series Preferred Stock certificates,
(ii) new Common Stock and Series Preferred Stock certificates issued after
the Record Date will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for
outstanding stock will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate; provided,
however that in the case of the transfer of Series Preferred Stock to be
converted into Common Stock, in accordance with their respective terms, the
Rights associated with such shares of Series Preferred Stock, as
applicable, shall be extinguished, but the Common Stock into which such
shares are converted will be issued together with associated Rights.
The Rights are not exercisable until the Distribution
Date and will expire at 5:00 P.M. (New York City time) on September 27,
2011, unless earlier redeemed, exchanged, extended or terminated by the
Company as described below. At no time will the Rights have any voting
power.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
and Series Preferred Stock, as applicable, issued prior to the Distribution
Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person,
each holder of a Right will thereafter have the right to receive, upon
exercise, Common Stock having a value equal to two times the exercise price
of the Right. Notwithstanding any of the foregoing, following the
occurrence of the event set forth in this paragraph, all Rights that are or
were acquired or beneficially owned by any Acquiring Person will be void.
For example, at an exercise price of $120 per Right, each
Right not owned by an Acquiring Person (or by certain related parties)
following an event set forth in the preceding paragraph would entitle its
holder to purchase $240 worth of Common Stock for $120. Assuming that the
Common Stock had a per share value of $30 at such time, the holder of each
valid Right would be entitled to purchase eight (8) shares of Common Stock
for $120.
In the event (i) of a merger or other business
combination transaction involving the Company, or (ii) that the Company
transfers assets, cash flow or earnings power aggregating 50% or more of
the assets, cash flow or earnings power, as applicable, of the Company and
its subsidiaries (taken as a whole) to any other person, each holder of a
Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price
of the Right.
At any time after a person becomes an Acquiring Person
and prior to the acquisition by such person or group of fifty percent (50%)
or more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-thousandth of a share of Preferred Stock, per Right (subject to
adjustment).
At any time until the Stock Acquisition Date, the Company
may redeem the Rights in whole, but not in part, at a price of $0.01 per
Right (adjusted to reflect any stock split, stock dividend or similar
transaction occurring after September 28, 2001). Immediately upon the
action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be
to receive the redemption price.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to shareholders or to the
Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.
The Rights Agreement may be amended by the Board of
Directors of the Company; provided that after the Distribution Date, the
Rights Agreement shall not be amended in any manner which would adversely
affect the interests of holders of Rights.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as Exhibit 4 to Form 8-K dated October
4, 2001. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
As of September 30, 2001, there were 73,295,189 shares of
Common Stock of the Company issued and outstanding. The Company has no
treasury shares. As of September 30, 2001, options to purchase 16,546,567
shares of Common Stock and warrants to purchase 6,808,581 shares of Common
Stock were outstanding. As of September 30, 2001, 6,875,580 shares of
Common Stock were issuable upon conversion of outstanding preferred
securities of a subsidiary trust of the Company. Each share of Common Stock
of the Company outstanding at the close of business on October 19, 2001
will receive one Right.
As of September 30, 2001, there were 300,000 shares of
Series C Preferred authorized, and giving effect to the exchange reflected
above, issued and outstanding. Each share of Series C Preferred of the
Company outstanding at the close of business on October 19, 2001 will
receive that number of Rights required by the Certificate of Designations
for Series C Preferred. If the Rights were issued on the date hereof, each
holder of Series C would receive 40 Rights per share of Series C Preferred.
As of September 30, 2001, there were 500,000 shares of
Series D Preferred authorized of which 450,000 shares were designated as
Class D-1 Perpetual Convertible Preferred Stock and 50,000 shares were
designated as Class D-2 Perpetual Convertible Preferred Stock. Giving
effect to the exchange reflected above, as of September 30, 2001, there
were 105,252 shares of Class D-1 and 44,748 shares of Class D-2 issued and
outstanding. Each share of Series D Preferred of the Company outstanding at
the close of business on October 19, 2001 will receive that number of
Rights required by the Certificate of Designations for Series D Preferred.
If the Rights were issued on the date hereof, each holder of Series D
Preferred would receive 33-1/3 Rights per share of Series D Preferred.
So long as the Rights are attached to the Common Stock,
one additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be deemed to be delivered for
each share of Common Stock issued or transferred by the Company in the
future. 175,000 shares of Preferred Stock are initially reserved for
issuance upon exercise of the Rights.
The Rights may have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that attempts
to acquire the Company in a manner which causes the Rights to become
discount rights unless the offer is conditional on a substantial number of
Rights being acquired. The Rights, however, should not affect any
prospective offeror willing to make an offer at a price that is fair and
not inadequate and otherwise in the best interests of the Company and its
shareholders. The Rights should not interfere with any merger or other
business combination approved by the Board since the Board may, at its
option at any time prior to the Stock Acquisition Date, redeem all but not
less than all of the then outstanding Rights at the Redemption Price.
Item 2. Exhibits
1. Rights Agreement, dated as of September 28, 2001,
between United Rentals, Inc. and American Stock
Transfer & Trust, Co., as Rights Agent, is
incorporated herein by reference to Exhibit 4 to the
Company's current report on Form 8-K, dated October
4, 2001.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: October 9, 2001
UNITED RENTALS, INC.
By: /s/ Bradley S. Jacobs
----------------------------------
Name: Bradley S. Jacobs
Title: Chairman and Chief Executive
Officer
EXHIBIT INDEX
Exhibit No. Exhibit
1. Rights Agreement, dated as of September 28, 2001, between
United Rentals, Inc. and American Stock Transfer & Trust, Co.,
as Rights Agent, is incorporated herein by reference to Exhibit 4
to the Company's current report on Form 8-K, dated October 4,
2001.