-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWFO6PnbmcF/fZlk3UdR76UGGi39dR/Y9DfOHIhfuL4niucbt1Jtxj28xvto96FF 3pa8PFZ8pm2NtzhA6CiPuw== 0000919574-08-010287.txt : 20081219 0000919574-08-010287.hdr.sgml : 20081219 20081219173108 ACCESSION NUMBER: 0000919574-08-010287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081219 DATE AS OF CHANGE: 20081219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED RENTALS INC /DE CENTRAL INDEX KEY: 0001067701 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 061522496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54791 FILM NUMBER: 081262153 BUSINESS ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036223131 MAIL ADDRESS: STREET 1: FOUR GREENWICH OFFICE PARK CITY: GREENWICH STATE: CT ZIP: 06830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRHOLME CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001056831 IRS NUMBER: 223526594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-358-3000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: 9TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 SC 13D/A 1 d949711_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) United Rentals, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 911363109 - -------------------------------------------------------------------------------- (CUSIP Number) Bruce R. Berkowitz c/o Fairholme Capital Management, L.L.C. 4400 Biscayne Boulevard, 9th Floor Miami, FL 33137 (305) 358-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 17, 2008 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D Amendment, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- 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). CUSIP No. 911363109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fairholme Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 10,655,608 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 10,655,608 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,655,608 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.8% 14. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruce R. Berkowitz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 182,730 8. SHARED VOTING POWER 10,655,608 9. SOLE DISPOSITIVE POWER 182,730 10. SHARED DISPOSITIVE POWER 10,655,608 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,838,338 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.1% 14. TYPE OF REPORTING PERSON IN, HC - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Fairholme Funds, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Maryland NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 8,291,818 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 8,291,818 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,291,818 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.8% 14. TYPE OF REPORTING PERSON IC - -------------------------------------------------------------------------------- CUSIP No. 911363109 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is United Rentals, Inc. (the "Issuer"). The address of the Issuer's offices is Five Greenwich Office Park, Greenwich, Connecticut 06831. This Schedule 13D Amendment relates to the Issuer's Common Stock, $.01 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c, f) This Schedule 13D Amendment is being filed jointly by Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"), Fairholme Funds, Inc. (the "Fund"), a Maryland corporation and Bruce R. Berkowitz, a United States citizen (collectively with Fairholme and the Fund, the "Reporting Persons"). The principal business address of the Reporting Persons is 4400 Biscayne Boulevard, 9th Floor, Miami, FL 33137. Bruce R. Berkowitz is the managing member of Fairholme, an investment management firm that serves as the general partner, managing member and investment adviser to several investment funds, both public and private (the "Fairholme Funds"). (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Shares came from the working capital of the Fairholme Funds over which Bruce Berkowitz, through his role at Fairholme, exercises investment discretion. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the Fairholme Funds' ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The shares of Common Stock were acquired by the Reporting Persons in the course of their business of making portfolio investments as part of their proprietary trading strategy. The Reporting Persons intend to monitor their investments in accordance with market and general economic conditions, as well as the Issuer's operating results, financial condition and conditions in the Issuer's industry. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons reserve the right, at any time in the future and from time to time, to consider various courses of action that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. As part of monitoring their investments, the Reporting Persons may also, from time to time, seek to meet with and engage in discussions with the Issuer's management and directors as well as with other holders of Common Stock. On October 20, 2008, in response to the Issuer's announced second amendment of it stockholders rights plan, Fairholme Capital Management, on behalf of itself and the other Reporting Persons, sent a letter to the Issuer, the complete text of which is incorporated by reference herewith. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Fairholme may be deemed to be the beneficial owner of 10,655,608 Shares (17.8%) of the Issuer, the Fund may be deemed to be the beneficial owner of 8,291,818 Shares (13.8%) of the Issuer and Bruce R. Berkowitz may be deemed to be the beneficial owner of 10,838,338 Shares (18.1%) of the Issuer, based upon the 59,892,976 Shares outstanding as of October 24, 2008, according to the Issuer. Fairholme has the sole power to vote or direct the vote of 0 Shares, Fairholme Funds, Inc. has the sole power to vote or direct the vote of 0 Shares and Bruce R. Berkowitz has the sole power to vote or direct the vote of 182,730 Shares to which this filing relates. Fairholme has the shared power to vote or direct the vote of 10,655,608 Shares, Fairholme Funds, Inc. has the shared power to vote or direct the vote of 8,291,818 Shares and Bruce R. Berkowitz has the shared power to vote or direct the vote of 10,655,608 Shares to which this filing relates. Fairholme has the sole power to dispose or direct the disposition of 0 Shares, Fairholme Funds, Inc. has the sole power to dispose or direct the disposition of 0 Shares and Bruce R. Berkowitz has the sole power to dispose or direct the disposition of 182,730 Shares to which this filing relates. Fairholme has the shared power to dispose or direct the disposition of 10,655,608 Shares, Fairholme Funds, Inc. has the shared power to dispose or direct the disposition of 8,291,818 Shares and Bruce R. Berkowitz has the shared power to dispose or direct the disposition of 10,655,608 Shares to which this filing relates. The trading dates, number of Shares purchased and the price per share for all transactions in the Shares during the period following the filing of the 13D on October 20, 2008 by the Reporting Persons are set forth in Exhibit B and were effected in the open market, except as otherwise noted. The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A An agreement relating to the filing of a joint statement as required by Rule 13d-1(k) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. Exhibit B A description of the transactions in the Shares that were effected by the Reporting Persons during the period following the filing of the 13D on October 20, 2008 is filed herewith as Exhibit B. Exhibit C A letter to the Issuer written in response to the Issuer's announced second amendment of it stockholders rights plan filed with the Securities Exchange Commission on Schedule 13D by the Reporting Persons on October 20, 2008 (incorporated by reference)). - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 19, 2008 - ----------------------- (Date) Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz - -------------------------------------- Name: Bruce R. Berkowitz Title: Managing Member Fairholme Funds, Inc. By: /s/ Bruce R. Berkowitz - -------------------------------------- Name: Bruce R. Berkowitz Title: President /s/ Bruce R. Berkowitz - -------------------------------------- Bruce R. Berkowitz Exhibit A AGREEMENT The undersigned agree that this Schedule 13D Amendment dated December 19, 2008 relating to the Common Stock, $.01 par value of United Rentals, Inc. shall be filed on behalf of the undersigned. Fairholme Capital Management, L.L.C. By: /s/ Bruce R. Berkowitz - -------------------------------------- Name: Bruce R. Berkowitz Title: Managing Member Fairholme Funds, Inc. By: /s/ Bruce R. Berkowitz - -------------------------------------- Name: Bruce R. Berkowitz Title: President /s/ Bruce R. Berkowitz - -------------------------------------- Bruce R. Berkowitz December 19, 2008 Exhibit B Transactions in the Shares -- The Reporting Persons Fairholme Capital Management, L.L.C. Purchase/Sale Date of Number of Shares Price per Transaction Share Sale 10/31/2008 2,097 $ 9.83 Transfer 10/31/2008 3,899 (1) Sale 11/3/2008 1,100 $10.34 Sale 11/3/2008 2,378 $10.25 Transfer 11/3/2008 516,966 (2) Transfer 11/3/2008 91,019 (3) Transfer 11/3/2008 84,405 (4) Transfer 11/4/2008 3,154 (2) Transfer 11/4/2008 3,702 (1) Sale 11/5/2008 234 $10.00 Sale 11/5/2008 659 $10.08 Sale 11/5/2008 200 $ 9.87 Transfer 11/5/2008 20,684 (2) Transfer 11/5/2008 1,647 (1) Sale 11/6/2008 1,287 $ 9.27 Sale 11/6/2008 749 $ 8.97 Transfer 11/6/2008 2,298 (2) Transfer 11/7/2008 4,611 (2) Transfer 11/7/2008 11,364 (2) Transfer 11/7/2008 91,019 (5) Transfer 11/7/2008 7,306 (4) Transfer 11/7/2008 250,521 (2) Transfer 11/7/2008 1,293 (2) Transfer 11/10/2008 858 (1) Sale 11/10/2008 3,849 $ 7.85 Transfer 11/11/2008 1,348 (2) Transfer 11/11/2008 269 (1) Sale 11/12/2008 382 $ 7.05 Sale 11/12/2008 1,662 $ 6.51 Transfer 11/12/2008 3,298 (1) Transfer 11/12/2008 190 (1) Transfer 11/12/2008 2,558 (2) Sale 11/13/2008 705 $ 6.61 Sale 11/13/2008 10,503 $ 6.51 Transfer 11/13/2008 1,089 (1) Transfer 11/13/2008 6,608 (2) Transfer 11/13/2008 393 (2) Transfer 11/13/2008 8,672 (2) Transfer 11/13/2008 4,403 (2) Transfer 11/14/2008 347 (2) Transfer 11/14/2008 5,880 (2) Sale 11/14/2008 1,400 $ 6.56 Sale 11/17/2008 633 $ 6.22 Transfer 11/17/2008 1,346 (2) Sale 11/19/2008 352 $ 5.37 Transfer 11/19/2008 2,790 (2) Transfer 11/19/2008 9,248 (2) Transfer 11/19/2008 14,366 (2) Sale 11/20/2008 7,100 $ 4.66 Sale 11/20/2008 1,584 $ 4.81 Sale 11/20/2008 2,454 $ 4.78 Transfer 11/20/2008 1,623 (2) Transfer 11/20/2008 1,276 (2) Sale 11/21/2008 500 $ 4.52 Sale 11/21/2008 12,079 $ 4.79 Transfer 11/21/2008 6,617 (2) Transfer 11/21/2008 804 (2) Transfer 11/24/2008 1,039 (2) Sale 11/24/2008 2,881 $ 5.54 Transfer 11/25/2008 835 (2) Transfer 11/25/2008 6,126 (2) Transfer 11/26/2008 3,220 (1) Transfer 11/26/2008 2,522 (1) Sale 11/28/2008 9,961 $ 7.63 Transfer 12/1/2008 479 (1) Transfer 12/1/2008 14,720 (2) Sale 12/2/2008 625 $ 6.74 Sale 12/3/2008 2,473 $ 6.83 Sale 12/3/2008 6,946 $ 6.71 Sale 12/3/2008 1,000 $ 6.76 Transfer 12/3/2008 1,086 (2) Transfer 12/3/2008 1,581 (2) Sale 12/4/2008 2,873 $ 6.52 Sale 12/5/2008 1,848 $ 6.18 Sale 12/8/2008 3,408 $ 6.64 Sale 12/8/2008 2,699 $ 6.91 Sale 12/8/2008 2,162 $ 6.86 Sale 12/8/2008 3,248 $ 6.75 Sale 12/9/2008 12,712 $ 6.92 Sale 12/9/2008 6,549 $ 7.03 Sale 12/9/2008 3,673 $ 7.12 Sale 12/9/2008 3,200 $ 7.09 Sale 12/10/2008 7,156 $ 7.21 Sale 12/10/2008 9,095 $ 7.39 Sale 12/12/2008 15,920 $ 6.68 Transfer 12/15/2008 1,552 (2) Sale 12/15/2008 674 $ 6.32 Sale 12/15/2008 1,186 $ 6.31 Sale 12/15/2008 15,400 $ 6.22 Sale 12/15/2008 300 $ 6.33 Sale 12/15/2008 4,100 $ 6.32 Sale 12/15/2008 1,061 $ 6.31 Sale 12/15/2008 6,700 $ 6.33 Sale 12/15/2008 162 $ 6.34 Sale 12/16/2008 13,138 $ 6.40 Sale 12/16/2008 2,900 $ 6.46 Sale 12/16/2008 4,400 $ 6.48 Sale 12/17/2008 4,700 $ 7.43 Sale 12/17/2008 1,846 $ 7.37 Sale 12/17/2008 3,721 $ 7.72 Sale 12/17/2008 18,392 $ 7.42 Sale 12/17/2008 60,334 $ 7.44 Sale 12/17/2008 2,000 $ 7.77 Sale 12/18/2008 3,928 $ 8.10 Sale 12/18/2008 6,219 $ 8.12 Sale 12/18/2008 1,286 $ 8.13 Sale 12/18/2008 100 $ 8.04 Sale 12/18/2008 2,300 $ 8.07 Sale 12/18/2008 162 $ 8.07 Sale 12/18/2008 935 $ 8.10 Sale 12/18/2008 1,000 $ 8.30 Sale 12/18/2008 8,331 $ 8.16 Sale 12/18/2008 100 $ 8.21 Sale 12/18/2008 5,225 $ 8.25 Sale 12/18/2008 1,400 $ 8.16 Bruce R. Berkowitz Purchase/Sale Date of Number of Shares Price per Transaction Share Transfer 11/3/2008 84,405 (4) Transfer 11/7/2008 91,019 (5) Transfer 11/7/2008 7,306 (4) Fairholme Funds, Inc. Purchase/Sale Date of Number of Shares Price per Transaction Share None (1) Ownership of these securities was transferred from one of Fairholme's private funds to its investors. Accordingly, the securities to which this footnote relates are no longer deemed to be beneficially owned by the Reporting Persons. (2) Ownership of these securities was transferred from one of Fairholme's private funds to its investors. The investors subsequently placed the securities to which this footnote relates in separately managed accounts advised by Fairholme Capital Management, L.L.C. (3) Ownership of these securities was transferred from one of Fairholme's private funds to the account of Fairholme Capital Management, L.L.C. (4) Ownership of these securities was transferred from one of Fairholme's private funds to the account of Bruce R. Berkowitz. (5)Ownership of these securities was transferred from the account of Fairholme Capital Management, L.L.C. to the account of Bruce R. Berkowitz. SK 22146 0001 949711 -----END PRIVACY-ENHANCED MESSAGE-----