EXHIBIT 99(a)
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
8.80% SENIOR SUBORDINATED NOTES DUE 2008, SERIES B
FOR ANY AND ALL OUTSTANDING
8.80% SENIOR SUBORDINATED NOTES DUE 2008, SERIES A
OF
UNITED RENTALS, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ],
1999, UNLESS EXTENDED (THE "EXPIRATION DATE").
To: State Street Bank and Trust Company (the "Exchange Agent")
By Mail: By Facsimile Transmission: By Overnight or Hand Delivery:
(registered or certified recommended) (617) 664-5232 State Street Bank and Trust Company
State Street Bank and Attention: Kellie Mullen Corporate Trust Department
Trust Company Corporate Confirm by Telephone: Two International Place
Trust Department (617) 664-5587 Boston, MA 02110-0078
P.O. Box 778 Fourth Floor
Boston, MA 02102-0078 Attention: Kellie Mullen
Attention: Kellie Mullen
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE
FACSIMILE NUMBER LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. Capitalized terms used but not defined
herein shall have the same meaning given them in the Prospectus (as defined
below).
The undersigned has provided the information below in order to indicate the
Original Notes, if any, that the undersigned wishes to tender pursuant to the
Exchange Offer (as defined below).
______________________________________
______________________________________
______________________________________
NAME AND ADDRESS OF BOOK-ENTRY HOLDER
______________________________________
DTC ACCOUNT NUMBER OF BOOK ENTRY
HOLDER
______________________________________
TRANSACTION CODE NUMBER
______________________________________
AGGREGATE PRINCIPAL AMOUNT OF
ORIGINAL NOTES TENDERED
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus dated [ ], 1999
(the "Prospectus") of United Rentals, Inc., a Delaware corporation
(the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange its 8.80% Senior Subordinated Notes Due
2008, Series B (the "Exchange Notes"), the issuance of which has been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement of which the Prospectus is a
part, for a like principal amount of its outstanding 8.80% Senior Subordinated
Notes Due 2008, Series A (the "Original Notes"), upon the terms and
subject to the conditions set forth in the Prospectus. Capitalized terms used
but not defined herein have the respective meanings given to them in the
Prospectus.
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of Original Notes indicated
above. Subject to, and effective upon, the acceptance for exchange of the
principal amount of Original Notes tendered in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to the Original
Notes tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as the agent of the Company) with
respect to the tendered Original Notes, with full power of substitution, to:
(i) deliver Original Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Company upon receipt by the Exchange
Agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Company of the Original
Notes tendered under the Exchange Offer; and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed to be irrevocable and coupled with
an interest.
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Original Notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim, when the same are acquired by the Company. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Original Notes tendered.
The undersigned hereby represents and warrants that (i) it is not an
affiliate of the Company, (ii) if the undersigned is a broker-dealer, none of
the Original Notes being tendered hereby were purchased by it directly from
the Company, (iii) any Exchange Notes that it acquires in the Exchange Offer
will be acquired by it in the ordinary course of its business and (iv) it has
no arrangement with any person to participate in the distribution of the
Exchange Notes; provided, however, that if the undersigned is a broker-dealer
and is tendering hereby Original Notes that were acquired by it for its own
account as a result of market-making activities or other trading activities,
the undersigned represents and warrants, in lieu of the representation set
forth in clause (iv) immediately above, that it has no arrangement or
understanding with the Company, or any affiliate of the Company, to
participate in the distribution of the Exchange Notes. In addition, if the
undersigned is not the beneficial owner of any of the Original Notes being
tendered hereby, the undersigned confirms that the beneficial owner of such
Original Notes has made the representations and warranties provided for in the
preceding sentence.
The undersigned understands that any broker-dealer (a "Participating
Broker-Dealer") that, pursuant to the Exchange Offer, receives Exchange
Notes in exchange for Original Notes that were acquired by it for its own
account as a result of market-making activities or other trading activities,
will be required to deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales by it of any such Exchange Notes.
If the undersigned is a Participating Broker-Dealer, the undersigned
acknowledges that it will comply with such prospectus delivery requirement in
connection with any resale of Exchange Notes. In addition, if the undersigned is
not the beneficial owner of any of the Original Notes being tendered hereby, the
undersigned confirms that the beneficial owner of such Original Notes has made
the acknowledgment provided for in the preceding sentence.
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By making the acknowledgment provided for in this paragraph, a Participating
Broker-Dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act.
The undersigned understands that tenders of Original Notes pursuant to the
procedures described under "The Exchange Offer--Procedures for
Tendering" in the Prospectus and in the instruction attached hereto will,
upon the Company's acceptance for exchange of such tendered Original Notes,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, the
Company may not be required to accept for exchange any of the Original Notes
tendered hereby.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, legal
representatives, successors, assigns, executors and administrators.
Please sign below
X ________________________________________________________ Date: ____________
(SIGNATURE(S) OF BOOK ENTRY HOLDER OF ORIGINAL NOTES)
Area Code and Telephone Number: _______________________________________________
Taxpayer Identification or Social Security Number: ____________________________
(The above lines must be signed by the Book-Entry Holder of Original Notes
exactly as the name of such Book-Entry Holder appears on the records of DTC)
If signature is by a trustee, executor, administrator, guardian, attorney-
in-fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then such person must (i) set forth his or her full
name and title below, and (ii) unless waived by the Company, submit evidence
satisfactory to the Company of such person's authority so to act.
Name(s): ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity (Full Title): ________________________________________________________
Address: ______________________________________________________________________
________________________________________________________________________
(INCLUDE ZIP CODE)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES. The term
"Book Entry Holder" with respect to any Original Notes means the
participant in the DTC system that is listed as the holder of such notes in the
records maintained by DTC. Only a Book-Entry Holder of Original Notes may tender
such Original Notes pursuant to the Exchange Offer. Tenders of Original Notes
will be accepted only in integral multiples of $1,000. To tender any Original
Notes pursuant to the Exchange Offer, the Book-Entry Holder of such Original
Notes must make book-entry delivery of such Original Notes by causing DTC to
transfer such Original Notes to the account of the Exchange Agent at DTC in
accordance with DTC's Automated Tender Offer Program ("ATOP") prior to
5:00 p.m., New York City time, on the Expiration Date. In addition, either (i)
DTC must deliver an Agent's Message (as defined below) prior to 5:00 p.m., New
York City time, on the Expiration Date, indicating that DTC has received from
such Book-Entry Holder an express acknowledgment that such Book-Entry Holder has
received and agrees to be bound by the terms of the Letter of Transmittal or
(ii) such Book-Entry Holder must complete, sign and date the Letter of
Transmittal or a facsimile thereof, in accordance with the instructions
contained herein and deliver such Letter of Transmittal, or such facsimile, to
the Exchange Agent at the address set forth above prior to 5:00 p.m., New York
City time, on the Expiration Date. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Agent's Message" means a message transmitted by DTC to, and
received by, the Exchange Agent and forming part of the book-entry confirmation
relating to a book-entry transfer of Original Notes through ATOP, which states
that DTC has received an express acknowledgment from the DTC Participant that is
tendering the Original Notes which are the subject of such book entry
confirmation, that such DTC Participant has received and agrees to be bound by
the terms of the Letter of Transmittal.
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT IS AT
THE ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE
EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL SHOULD BE
SENT TO THE COMPANY.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Original Notes and withdrawal of tendered
Original Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute right
to reject any and all Original Notes not properly tendered or any Original Notes
the Company's acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Original Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Original Notes must be cured within such time as the
Company shall determine. Neither the Company, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or irregularities
with respect to tenders of Original Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Original Notes will
not be deemed to have been made until such irregularities have been cured or
waived. Any Original Notes received by the Exchange Agent that are not properly
tendered or the tender of which is otherwise rejected by the Company and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the Book-Entry Holder that tendered such
Original Notes (by crediting an account maintained at DTC designated by such
Book-Entry Holder) as soon as practicable following the Expiration Date.
2. WITHDRAWALS. Tenders of Original Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of
Original Notes pursuant to the Exchange Offer, the Book-Entry Holder that
tendered such Original Notes must, prior to 5:00 p.m., New York City time, on
the
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Expiration Date, either (i) withdraw such tender in accordance with the
appropriate procedures of the ATOP system or (ii) deliver to the Exchange Agent
a written or facsimile transmission notice of withdrawal at the address set
forth herein. Any such notice of withdrawal must contain the name and number of
the Book-Entry Holder, the amount of Original Notes to which such withdrawal
relates, the account at DTC to be credited with the withdrawn Original Notes and
the signature of the Book-Entry Holder. All questions as to the validity, form
and eligibility (including time of receipt) of such withdrawal notices will be
determined by the Company, whose determination will be final and binding on all
parties. Any Original Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer, and no Exchange Notes will be
issued with respect thereto unless the Original Notes so withdrawn are validly
retendered. Any Original Notes which have been tendered but which are withdrawn
will be returned by the Exchange Agent to the Book-Entry Holder that tendered
such Original Notes (by crediting an account maintained at DTC designated by
such Book-Entry Holder) as soon as practicable after withdrawal. Properly
withdrawn Original Notes may be retendered at any time prior to the Expiration
Date by following the procedures described in paragraph 1 above.
3. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable
to the exchange of Original Notes pursuant to the Exchange Offer. If, however,
Exchange Notes or Original Notes for principal amounts not tendered or accepted
for exchange are to be delivered to, or are to be registered or issued in the
name of, any person other than the Book-Entry Holder of the Original Notes
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Original Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the Book-Entry Holder or any other persons)
will be payable by the tendering Holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering Holder.
4. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Prospectus or this Letter
of Transmittal may be directed to the Exchange Agent at the address specified in
the Prospectus.
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