8-K

UNITED STATES
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): November 14, 2007

UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware Delaware	001-14387 001-13663	06-1522496 06-1493538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Five Greenwich Office Park Greenwich, CT	06831
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 622-3131

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of a press release issued by United Rentals, Inc. (the “Company”) on November 14, 2007 regarding the Agreement and Plan of Merger, dated as of July 22, 2007 (the “Merger Agreement”), by and among affiliates of Cerberus Capital Management, L.P., RAM Holdings, Inc. and RAM Acquisition Corp., and the Company. Also attached hereto as Exhibit 99.2 and incorporated herein by reference is a copy of the letter from RAM Holdings, Inc. to United Rentals, Inc., dated and received on November 14, 2007, referenced in such press release.

In addition, attached hereto as Exhibits 99.3 and 99.4 are two previous letters exchanged between the Company and RAM Holdings, Inc. relating to the Merger Agreement.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits.
Exhibit No.	Description
Exhibit 99.1	Press Release, dated November 14, 2007 of United Rentals, Inc.
Exhibit 99.2	Letter sent to United Rentals, Inc. from RAM Holdings, Inc, dated November 14, 2007
Exhibit 99.3	Letter sent to RAM Holdings, Inc. on behalf of United Rentals, Inc., dated September 6, 2007
Exhibit 99.4	Letter sent to United Rentals, Inc. from RAM Holdings, Inc, dated August 31, 2007

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:      November 14, 2007	UNITED RENTALS, INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel
	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/s/ Roger E. Schwed
		Name: Roger E. Schwed
		Title: General Counsel

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release, dated November 14, 2007 of United Rentals, Inc.
Exhibit 99.2	Letter sent to United Rentals, Inc. from RAM Holdings, Inc, dated November 14, 2007
Exhibit 99.3	Letter sent to RAM Holdings, Inc. on behalf of United Rentals, Inc., dated September 6, 2007
Exhibit 99.4	Letter sent to United Rentals, Inc. from RAM Holdings, Inc, dated August 31, 2007

EX-99.1

Exhibit 99.1

	United Rentals, Inc.
	Five Greenwich Office Park
	Greenwich, CT 06831
	tel:  203 622 3131
	fax:   203 622 6080
	unitedrentals.com

UNITED RENTALS SAYS CERBERUS REPUDIATES MERGER AGREEMENT

— Cerberus Admits No Material Adverse Change Has Occurred —

          Greenwich, CT. — November 14, 2007 — United Rentals, Inc. (NYSE: URI) announced today that Cerberus Capital Management, L.P. informed it that Cerberus is not prepared to proceed with the purchase of United Rentals on the terms set forth in its merger agreement, dated July 22, 2007. Under that agreement, Cerberus agreed to acquire United Rentals for $34.50 per share in cash, in a transaction valued at approximately $7.0 billion.

          The Company noted that Cerberus has specifically confirmed that there has not been a material adverse change at United Rentals.

          United Rentals views this repudiation by Cerberus as unwarranted and incompatible with the covenants of the merger agreement. Having fulfilled all the closing conditions under the merger agreement, United Rentals is prepared to complete the transaction promptly.

          The Company also pointed out that Cerberus has received binding commitment letters from its banks to provide financing for the transaction through required bridge facilities. The Company currently believes that Cerberus’ banks stand ready to fulfill their contractual obligations.

          United Rentals also said that its business continues to perform well, as evidenced by its strong third quarter results, which included record EBITDA. In addition, the Company believes that the revised strategic plan it began initiating at the beginning of the third quarter, which includes a refocus on its core rental business, improved fleet management and significant cost reductions, is providing the foundation to maintain its performance.

          United Rentals has retained the law firm of Orans, Elsen & Lupert LLP to represent it in connection with considering all of its legal remedies in this matter.

          The Company intends to file a current report on Form 8-K shortly, which will attach correspondence received by the Company from Cerberus.

          About United Rentals

          United Rentals, Inc. is the largest equipment rental company in the world based on revenue, with an integrated network of over 690 rental locations in 48 states, 10 Canadian provinces and one location in Mexico. The Company’s approximately 11,500

employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The Company offers for rent over 20,000 classes of rental equipment with a total original cost of $4.3 billion. United Rentals is a member of the Standard & Poor’s MidCap 400 Index and the Russell 2000 Index ® and is headquartered in Greenwich, Conn. Additional information about United Rentals is available at www.unitedrentals.com.

Certain statements in this press release are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements generally can be identified by words such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates,” or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. Our businesses and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, actual results may differ materially from those expected by any forward-looking statements. For factors that could cause our actual results to differ from those expected, please refer to our Annual Report on Form 10-K for the year ended December 31, 2006, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

Contact:

Kekst and Company
Mark Semer
(212) 521-4800

Fred Bratman
Hyde Park Financial Communications
212-683-3931 x217

EX-99.2

Exhibit 99.2

RAM HOLDINGS, INC.

November 14, 2007

United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06831
Attention: Roger E. Schwed, General Counsel

Re: Agreement and Plan of Merger among RAM Holdings, Inc. (“Parent”), RAM Acquisition Corp. (“Merger Sub”) and United Rentals, Inc. (“URI”) dated as of July 22, 2007 (the “Agreement”)

Dear Mr. Schwed:

                    We are writing in connection with the above-captioned Agreement. As you know, as part of the negotiations of the Agreement and the ancillary documentation, the parties agreed that our maximum liability in the event that we elected not to consummate the transaction would be payment of the Parent Termination Fee (as defined in the Agreement) in the amount of $100 million. This aspect of the transaction is memorialized in, among other places, Section 8.2(e) of the Agreement, the final sentence of which reads as follows:

“In no event, whether or not this Agreement has been terminated pursuant to any provision hereof, shall Parent, Merger Sub, Guarantor or the Parent Related Entities, either individually or in the aggregate, be subject to any liability in excess of the Parent Termination Fee [$100 Million] for any or all losses or damages relating to or arising out of this Agreement or the transactions contemplated by this Agreement, including breaches by Parent or Merger Sub of any representations, warranties, covenants or agreements contained in this Agreement, and in no event shall the Company seek equitable relief or seek to recover any money damages in excess of such amount from Parent, Merger Sub, Guarantor or any Parent Related Party or any of their respective Representatives.”

                    In light of the foregoing, and after giving the matter careful consideration, this is to advise that Parent and Merger Sub are not prepared to proceed with the acquisition of URI on the terms contemplated by the Agreement.

United Rentals, Inc.
November 14, 2007
Page 2

                    Given this position and the rights and obligations of the parties under the Agreement and the ancillary documentation, we see two paths forward. If URI is interested in exploring a transaction between our companies on revised terms, we would be happy to engage in a constructive dialogue with you and representatives of your choosing at your earliest convenience. We could be available to meet in person or telephonically with URI and its representatives for this purpose immediately. In order to pursue this path, we would need to reach resolution on revised terms within a matter of days.

                    If, however, you are not interested in pursuing such discussions, we are prepared to make arrangements, subject to appropriate documentation, for the payment of the $100 million Parent Termination Fee.

                    We look forward to your response.

Very truly yours,
RAM HOLDINGS, INC.
By:
	Steven F. Mayer
	President

cc: Gary Horowitz, Esq. and Eric Swedenburg, Esq. (Simpson Thacher & Bartlett LLP)
Cary Kochman and Emily McNeal (UBS Investment Bank)
Peter H. Ehrenberg, Esq. and Robert G. Minion, Esq. (Lowenstein Sandler PC)
Michael L. Hirschfeld, Esq. and Scott A. Edelman, Esq. (Milbank, Tweed, Hadley & McCloy, LLP)

EX-99.3

Exhibit 99.3

UNITED RENTALS, INC.
Five Greenwich Office Park
Greenwich, CT 06831

September 6, 2007

CONFIDENTIAL

Mr. Stephen A, Feinberg
Cerberus Capital Management, L.P.
299 Park Avenue
New York, NY 10171

Dear Steve:

          We have not met, but with Brad Jacobs stepping down from United Rentals, Inc.’s board I wanted to introduce myself. The board has asked me to oversee the completion of our transaction with Cerberus. In that connection, I wanted to address with you the recent calls and letter that we received from Cerberus’s acquisition vehicle, RAM Holdings, Inc., asking for a discussion with URI about the terms of the merger agreement.

          As our advisors previously communicated to your colleagues, Steven Mayer and Mike Green, there is no basis for any discussion regarding changes to the merger agreement. The sole basis cited in the letter is your organization’s “concerns about recent unanticipated developments in the credit and financial markets.” We fail to see how these developments have any relevance to our negotiated transaction, as their impact is expressly carved out of the merger agreement. Section 3.1 of the merger agreement, for example, is clear that “facts, circumstances, events, changes, effects or occurrences ... generally affecting the economy or the financial, debt, credit or securities markets in the United States...” do not excuse RAM’s performance under our agreed-upon transaction. Moreover, RAM has committed debt financing which by its terms is not conditioned on the developments referenced in your team’s letter.

          We also question the letter’s characterization of the change in market conditions as “unanticipated.” The merger agreement and related debt commitment letters were signed early in the morning on July 23, 2007. A review of the business press at that time (and in the weeks beforehand) shows that changes and further tightening in the credit markets were widely known and, in any event, were discussed at length during the negotiation of our transaction.

          Simply put, we are sorely disappointed that your organization is now looking to renegotiate our deal without cause or contractual support. Steve and Mike repeatedly represented at the time of our negotiations that Cerberus prided itself on not renegotiating its deals and should be viewed as being in the same league as other top-tier private equity firms. RAM’s seeking any modifications to the merger agreement is wholly inconsistent not only with these representations but also with the good faith discharge of its contractual obligation to use its reasonable best efforts to consummate the merger.

          Finally, RAM’s complaints about our filing the preliminary proxy statement without calling its counsel to discuss the final few comments sent for our review are not warranted. We provided RAM with a number of drafts of the proxy statement, and we waited to file the proxy statement until we had a chance to carefully consider and discuss with our advisors all of the suggestions RAM submitted.

          I hope we can dispense with further communications of this type. We have received enthusiastic feedback about URI from your colleagues on site in Greenwich who are transition

Mr. Stephen A. Feinberg
September 6, 2007
Page 2

planning, which is not surprising given the performance of the business. We should continue to focus the energy of the group on transition cooperation, working together to finalize the materials RAM will need to complete its financing on the best possible terms, and bringing this transaction to a successful closing under the existing contractual terms.

             Very truly yours,

            L. Keith Wimbush

cc:	Steven Mayer
	RAM Holdings, Inc.
	Peter Ehrenberg and Robert Minion
	Lowenstein Sandler PC
	Roger Schwed, Esq.
	United Rentals, Inc.
	Cary Kochman and Emily McNeal
	UBS Investment Bank
	Gary Horowitz and Eric Swedenburg
	Simpson Thacher & Bartlett LLP
	Board of Directors
	United Rentals, Inc.