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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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UNITED RENTALS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
911 363 109
(CUSIP NUMBER)
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MICHAEL D. WEINER
APOLLO MANAGEMENT IV, L.P.
TWO MANHATTANVILLE ROAD
PURCHASE, NEW YORK 10577
(914) 694-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES OF COMMUNICATION)
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Copy to:
OCTOBER 29, 2001
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f),
240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. Seess.240.13d-7 for
other parties to whom copies are to be sent.
(Continued on the following pages)
(Page 1 of 15 pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
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CUSIP NO. 911 363 109 13D (Page 2 of 15)
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1 NAMES OF REPORTING PERSONS
Apollo Investment Fund IV, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 14,546,573
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
14,546,573
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,546,573
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
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14 TYPE OF REPORTING PERSON REPORTING*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 911 363 109 13D (Page 3 of 15)
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1 NAMES OF REPORTING PERSONS
Apollo Overseas Partners IV, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 786,760
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
786,760
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,760
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
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14 TYPE OF REPORTING PERSON REPORTING*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 911 363 109 13D (Page 4 of 15)
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1 NAMES OF REPORTING PERSONS
Apollo Advisors IV, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,333,333
OWNED BY EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
15,333,333
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,333,333
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
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14 TYPE OF REPORTING PERSON REPORTING*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 1 filed on October 30, 2001 amends, supplements
and restates the following Items of the Statement on Schedule 13D (the
"Schedule 13D") of Apollo Investment Fund IV, L.P., a Delaware limited
partnership ("AIFIV"), Apollo Overseas Partners IV, L.P., an exempted
limited partnership registered in the Cayman Islands ("Overseas IV"), and
Apollo Advisors IV, L.P., a Delaware limited partnership ("Advisors IV",
and together with AIFIV and Overseas IV, the "Reporting Persons"), filed
on January 8, 1999 with respect to the shares of common stock, par value
$0.01 per share ("Common Stock") of United Rentals, Inc., a Delaware
corporation (the "Issuer"). Unless otherwise indicated, all capitalized
terms used but not defined herein have the meanings set forth in the
Schedule 13D.
Responses to each item below are incorporated by reference into each
other item, as applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Item 3 of the Schedule 13D is amended and restated in its entirety
as follows:
In January 1999, AIFIV and Overseas IV (collectively, the
"Purchasers") purchased an aggregate of 300,000 shares of Series A
Perpetual Convertible Preferred Stock, $.01 par value, of the Issuer (the
"Series A Preferred") for an aggregate purchase price of $300 million. The
purchase was financed with cash on hand.
In September 1999, the Purchasers purchased an aggregate of 100,000
shares of Series B Perpetual Convertible Preferred Stock, Class B-1, $.01
par value, of the Issuer (the "B-1 Preferred") for an aggregate purchase
price of $100 million. The purchase was financed with cash on hand.
In October 2001, the Purchasers exchanged an aggregate of 300,000
shares of Series A Preferred for an aggregate of 300,000 shares of Series
C Perpetual Convertible Preferred Stock, $.01 par value, of the Issuer
(the "Series C Preferred") and exchanged an aggregate of 100,000 shares of
B-1 Preferred for an aggregate of 100,000 shares of Series D Perpetual
Convertible Preferred Stock, Class D-1, $.01 par value, of the Issuer (the
"D-1 Preferred"). No additional consideration was provided in connection
with the exchange.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is amended and restated in its entirety
as follows:
Pursuant to the terms of the Preferred Stock Purchase Agreement,
dated as of December 28, 1998, among the Purchasers and the Issuer, on
January 7, 1999, AIFIV acquired 284,726 shares of Series A Preferred and
Overseas IV acquired 15,274 shares of Series A Preferred. The Purchasers
acquired such shares for investment purposes. Pursuant to the terms of the
Preferred Stock Purchase Agreement, dated as of June 28, 1999, among the
Purchasers and the Issuer, as amended July 16, 1999, on September 30,
1999, AIFIV acquired 94,726 shares of B-1 Preferred and Overseas IV
acquired 5,274 shares of B-1 Preferred. The Purchasers acquired such
shares for investment purposes.
Pursuant to an Agreement, dated as of September 28, 2001, among the
Issuer, the
Page 5 of 15
Purchasers and Chase Equity Associates, L.P. (the "Agreement"), on
October 29, 2001, the Purchasers exchanged their shares of Series A
Preferred and B-1 Preferred for shares of Series C Preferred and D-1
Preferred, respectively. The principal difference between the Series A
Preferred and the Series B-1 Preferred and the Series C Preferred and
Series D-1 Preferred for which they have been exchanged is that the Series
C Preferred and Series D-1 Preferred are not subject to mandatory
redemption on a Non-Approved Change of Control (as defined below under
"Additional Rights Upon Non-Approved Change in Control"). Under guidance
the Securities and Exchange Commission issued in July, 2001 to all public
companies, the Series A Preferred and the B-1 Preferred could not be
classified as permanent stockholders' equity because such stock was
subject to mandatory redemption on a change of control effected without
the approval of the Issuer's board of directors (the "Board"). The
principal reason for the exchange effected under the Agreement was to
enable the Issuer to continue to classify its preferred stock as permanent
stockholders' equity and to provide certain rights to the holders of the
Series C Preferred and the Series D Preferred in the event of a
Non-Approved Change of Control.
Pursuant to the Agreement, the powers, preferences and rights and
the qualifications, limitations and restrictions (the "Terms") of the
Series C Preferred and the D-1 Preferred are identical to the Terms of the
Series A Preferred and the B-1 Preferred for which they were exchanged,
except as described above and with respect to certain additional rights
that may vest on the occurrence of a Non-Approved Change in Control. These
exchanges did not alter the number of shares of Common Stock beneficially
owned by the Purchasers. The Terms of the Series C Preferred and the D-1
Preferred are summarized below. These summaries are qualified in their
entirety by reference to the Agreement and the Certificates of Designation
of the Series C Preferred and the Series D Preferred, copies of which have
been filed as exhibits to this Schedule and are incorporated herein by
reference.
SERIES C PREFERRED
Ranking. The Series C Preferred ranks (1) senior to the Common Stock
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with respect to distributions upon the liquidation, winding-up or
dissolution of the Issuer and (2) the same as the Series D Preferred
(described below) with respect to such distributions.
Conversion Rights. Each share of Series C Preferred is convertible at
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any time, at the option of the holder, into 40 shares of Common Stock
(based on a conversion price of $25 per share of Common Stock and the
liquidation preference of $1,000 per share of Series C Preferred). The
conversion price is subject to adjustment in certain events as set forth in
the Certificate of Designation.
Liquidation Preference. If a Liquidation Event occurs, the following
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applies:
o If the Liquidation Event was not preceded by a Non-Approved Change
in Control, then the holders of Series C Preferred are entitled to
payment out of the assets of the Issuer available for distribution
of an amount equal to $1,000 per share of Series C Preferred (the
"Series C Liquidation Preference"), plus accrued and unpaid
dividends, if any, to the date fixed for the Liquidation Event,
before any distribution is made on the
Page 6 of 15
Common Stock. After receiving such payment, the holders of the
Series C Preferred are not entitled to participate further in any
distribution of assets of the Issuer.
o If the Liquidation Event was preceded by a Non-Approved Change in
Control, then the holders of the Series C Preferred may have the
right to receive additional amounts and to participate further in
any distribution of assets of the Issuer, as described below under
"Additional Rights Upon Non-Approved Change in Control."
A "Liquidation Event" means (1) any voluntary or involuntary
liquidation, dissolution or winding-up of the Issuer or (2) any reduction
or decrease in the capital stock of the Issuer resulting in a distribution
of assets to the holders of any class or series of the Issuer's capital
stock.
Dividends. Unless and until a Non-Approved Change in Control occurs,
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the Series C Preferred does not bear any stated dividends. If a
Non-Approved Change in Control occurs, the Series C Preferred may begin to
accrue dividends as described below under "Additional Rights Upon
Non-Approved Change in Control."
Whether or not a Non-Approved Change in Control occurs, if the Issuer
declares or pays any dividends or other distributions upon the Common
Stock, the Issuer must (subject to certain exceptions) also declare and pay
to the holders of the Series C Preferred those dividends or distributions
which would have been declared and paid with respect to the Common Stock
issuable upon conversion of the Series C Preferred had all of the
outstanding shares of Series C Preferred been converted immediately prior
to the record date for such dividend or distribution, or if no record date
is fixed, the date as of which the record holders of Common Stock entitled
to such dividends or distributions are determined.
Voting. Unless and until a Non-Approved Change in Control occurs, for
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so long as the Purchasers or their affiliates hold the equivalent of at
least 8 million shares of Common Stock that were issued, or are issuable,
upon conversion of the Series C Preferred, the holders of Series C
Preferred, voting separately as a single class, have the right to elect two
directors to serve on the Board. For so long as the Purchasers or their
affiliates hold the equivalent of less than 8 million but more than 4
million such shares of Common Stock, the holders of Series C Preferred,
voting separately as a single class, have the right to elect one director
to serve on the Board.
If the holders of Series C Preferred do not have the voting rights
described above, then such holders have the right to vote in elections of
directors together with the holders of Common Stock, as a single class,
with each share of Series C Preferred entitled to one vote for each share
of Common Stock issuable upon conversion of such share of Series C
Preferred.
If a Non-Approved Change in Control occurs, the holders of Series C
Preferred may have the right to elect additional directors as described
under "Additional Rights Upon Non-Approved Change in Control."
Except as described above with respect to the election of directors
and except as otherwise required by applicable law, the holders of Series C
Preferred are entitled to vote together with the holders of Common Stock as
a single class on all matters submitted to stockholders for a vote.
Page 7 of 15
Each share of Series C Preferred is entitled to one vote for each share of
Common Stock issuable upon conversion of such share of Series C Preferred.
In addition, the Issuer may not take certain actions specified in the
Certificate of Designation without the affirmative vote or consent of the
holders of at least a majority of the shares of Series C Preferred then
outstanding, voting or consenting as the case may be, as a separate class.
Redemption; Automatic Conversion. If a Change in Control, other than
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a Non-Approved Change in Control, occurs with respect to the Issuer (or the
Issuer enters into a binding agreement relating thereto), the Issuer must
offer to purchase within 10 business days after the Change in Control all
of the then outstanding shares of Series C Preferred at a purchase price
per share, in cash, equal to the Series C Liquidation Preference thereof
plus an amount equal to 6.25% of the Series C Liquidation Preference,
compounded annually from January 7, 1999 to the purchase date.
Redemption Relating to Certain Issuances of Securities. If the Issuer
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issues for cash C