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) JUNE 15, 1998
U. S. RENTALS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 1-12623 94-3061974
-------------------------------------------------------------------
(State or other (Commission (IRS employer
jurisdiction of file number) identification
incorporation) number)
1581 CUMMINS DRIVE, SUITE 155, MODESTO CA 95358
------------------------------------------------
(Address of principal executive offices)
(209) 544-9000
----------------------------------------------------
(Registrant's telephone number, including area code)
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
- ------- ------------
U.S. Rentals, Inc., a Delaware corporation (the "Company"), entered
into an Agreement and Plan of Merger, dated as of June 15, 1998 (the "Merger
Agreement"), among the Company, United Rentals, Inc., a Delaware corporation
("United"), and UR Acquisition Corporation, a Delaware corporation and wholly-
owned subsidiary of United ("Merger Sub"), pursuant to which, subject to the
terms and conditions set forth therein, Merger Sub will be merged with and into
the Company, with the Company as the surviving corporation and wholly-owned
subsidiary of United (the "Merger"). In the Merger, each outstanding share of
common stock of the Company ("Company Common Stock") will be converted into the
right to receive 0.9625 of a share of common stock of United ("United Common
Stock"). The Merger is conditioned upon, among other things, (i) adoption of
the Merger Agreement by the stockholders of the Company, (ii) approval by the
stockholders of United of (A) an amendment to United's certificate of
incorporation to increase the number of authorized shares of United Common Stock
and (B) the issuance of United Common Stock in exchange for Company Common Stock
in the Merger pursuant to the Merger Agreement, and (iii) the termination or
expiration of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. Richard D. Colburn, the Company's Chairman and
largest stockholder, has agreed with United to vote all shares owned by him in
favor of the transactions contemplated by the Merger Agreement, and Bradley S.
Jacobs, United's Chairman and largest stockholder, has agreed with the Company
to vote all shares owned by him in favor of the transactions contemplated by the
Merger Agreement. A copy of the joint press release of the Company and United
relating to the execution of the Merger Agreement is attached hereto as an
exhibit and is incorporated herein by reference.
-2-
ITEM 7. EXHIBITS
- ------ --------
Exhibit No. Name of Item Page No.
- ----------- ------------ --------
99.1 Joint Press Release of USR and United, dated
June 16, 1998, relating to the execution of a
definitive agreement for the merger of a special
purpose subsidiary of United with and into USR
-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 thereunto duly authorized.
U.S. RENTALS, INC.
Date: June 19, 1998 By: /s/ John S. McKinney
____________________________________
Name: John S. McKinney
Title: Vice President - Finance, and
Chief Financial Officer
-4-