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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 29, 2000
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UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14387 06-1522496
Delaware 1-13663 06-1493538
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Five Greenwich Office Park, Greenwich, Connecticut 06830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 622-3131
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Four Greenwich Office Park, Greenwich, Connecticut 06830
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 29, 2000, United Rentals, Inc. (the "Company") submitted
a non-binding proposal letter to the Special Committee of the Board of
Directors of Neff Corp. ("Neff") to acquire a majority interest in Neff in
accordance with the terms and conditions set forth in a term sheet attached
to the proposal letter. The proposal letter is filed as an Exhibit to this
Report and is incorporated herein by reference. Also attached as Exhibits
to this Report and incorporated herein by reference are a non-binding
letter dated December 29, 2000 among the Company, GE Capital Corporation,
certain members of the Mas family and Santos Fund I, L.P. in respect of the
proposed transaction, and a press release which the Company issued on
January 2, 2001 in connection with the proposed transaction. The proposed
transaction is subject to numerous conditions. There can be no assurance
that these conditions will be met or that this transaction will take place.
If the transaction is completed, the Company believes it could reduce
annual costs of the combined operations by approximately $10 million by
integrating operations, improving equipment utilization, taking advantage
of economies of scale, eliminating redundant costs, and closing
approximately 15 to 18 branches. The Company also believes that the
proposed transaction would add 3 to 5 cents per share on an annual basis to
the Company's earnings, and that the proposed transaction would have no
impact on the Company's credit ratings.
If the transaction is completed, approximately $80 million of the
purchase price and transaction expenses would be funded through borrowings
under the Company's credit facility. At December 31, 2000 approximately
$490 million was available to the Company under its credit facility.
Certain statements contained in this Form 8-K are forward-looking in
nature. These statements can be identified by the use of forward-looking
terminology such as "believes," "would," "expects," "projects," "may,"
"will," "should," "on track" or "anticipate" or the negative thereof or
comparable terminology, or by discussions of strategy. The Company's
business and operations are subject to a variety of risks and uncertainties
and, consequently, actual results may materially differ from those
projected by any forward-looking statements. Factors that could cause
actual results to differ from those projected include, but are not limited
to, the following: (1) unfavorable industry conditions could lead to a
decrease in demand for the Company's equipment and to a decline in prices
and rental rates, (2) governmental funding for highway and other
construction projects may not reach expected levels, (3) the Company cannot
be certain that it will have access to the additional capital that it may
require or that its cost of capital will not increase, (4) acquisitions may
become more expensive, may have undisclosed liabilities and may be more
difficult to integrate, and (5) the Company is highly dependent on the
services of its senior management. These risks and uncertainties, as well
as others, are discussed in greater detail in the Company's filings with
the Securities and Exchange Commission, including its most recent Annual
Report on Form 10-K and its subsequent Quarterly Reports on Form 10-Q. The
Company makes no commitment to revise or update any forward-looking
statements in order to reflect events or circumstances after the date any
such statement is made.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated January 2, 2001, issued by United
Rentals, Inc.
99.2 Proposal Letter, dated December 29, 2000, submitted by
United Rentals, Inc. to the Special Committee of the Board
of Directors of Neff Corp.
99.3 Letter, dated December 29, 2000, among United Rentals,
Inc., GE Capital Corporation, certain members of the Mas
family and Santos Fund I, L.P.
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.
UNITED RENTALS, INC.
Dated: January 2, 2001 By: /s/ John Milne
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Name: John Milne
Title: Chief Acquisition Officer and
Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated January 2, 2001, issued by United
Rentals, Inc.
99.2 Proposal Letter, dated December 29, 2000, submitted by
United Rentals, Inc. to the Special Committee of the Board
of Directors of Neff Corp.
99.3 Letter, dated December 29, 2000, among United Rentals, Inc.,
GE Capital Corporation, certain members of the Mas family and
Santos Fund I, L.P.