8-K 1 uri_8k.htm FORM 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