-----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, SKBZ5Z0ll3bs54efLh5b5Oeq/jOWZxNUhgnnOJY51cVVT/dQ+42u2q2izxsvRwrr bfygtaPjz/p4EGyqAaqswA== 0001005477-07-004214.txt : 20070801 0001005477-07-004214.hdr.sgml : 20070801 20070801165417 ACCESSION NUMBER: 0001005477-07-004214 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070722 FILED AS OF DATE: 20070801 DATE AS OF CHANGE: 20070801 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAM Holdings, Inc. CENTRAL INDEX KEY: 0001408307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14387 FILM NUMBER: 071016721 BUSINESS ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 299 PARK AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-891-2100 MAIL ADDRESS: STREET 1: C/O CERBERUS CAPITAL MANAGEMENT, L.P. STREET 2: 299 PARK AVENUE, 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10171 3 1 edgar123.xml FORM 3 X0202 3 2007-07-22 0 0001067701 UNITED RENTALS INC /DE URI 0001408307 RAM Holdings, Inc. C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE, 22ND FLOOR NEW YORK NY 10171 0 0 1 0 Common Stock, par value $0.01 per share 3755981 I By certain individuals, limited partnerships and limited liability companies Series C Perpetual Convertible Preferred Stock 25 2007-07-22 Common Stock, par value $0.01 per share 12000000 I By certain limited partnerships Series D Class D-1 Perpetual Convertible Preferred Stock 30 2007-07-22 Common Stock, par value $0.01 per share 3508400 I By certain limited partnerships Series D Class D-2 Perpetual Convertible Preferred Stock 30 2007-07-22 Common Stock, par value $0.01 per share 1491600 I By certain limited partnerships Warrants 10 2007-07-22 Common Stock, par value $0.01 per share 3671000 I By certain individuals and limited liability companies RAM Holdings, Inc. ("RAM") is a party to (i) a Voting Agreement dated as of July 22, 2007 by and among RAM, RAM Acquisition Corp., a wholly owned subsidiary of RAM ("Merger Sub"), each of the entities set forth on Schedule A thereto and, for limited purposes, United Rentals, Inc. (the "Company") (the "Voting Agreement") and (ii) a Warrant Holders Agreement dated as of July 22, 2007 by and among RAM, Merger Sub, certain holders of warrants for common stock of the Company that are parties thereto and, for limited purposes, the Company (the "Warrant Holders Agreement", and together with the Voting Agreement, the "Stockholders Agreements"). The Stockholders Agreements were entered into in connection with an Agreement and Plan of Merger dated as of July 22, 2007 by and among RAM, Merger Sub and the Company (the "Merger Agreement"). Pursuant to the Stockholders Agreements, RAM has shared voting power and certain other rights with respect to 24,426,981 shares of common stock, par value $0.01 per share (the "Shares"), of the Company that are the subject of the Stockholders Agreements. As a result, RAM may be deemed to beneficially own such Shares. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by RAM or any other person that it is the beneficial owner of any of the securities referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Pursuant to the Voting Agreement, at the Effective Time (as defined in the Merger Agreement), the shares of Series C Preferred Stock of the Company and Series D Preferred Stock of the Company subject to the Voting Agreement shall automatically convert into the right to receive an amount in cash equal to the Series C Preferred Stock Merger Consideration and the Series D Preferred Stock Merger Consideration, as applicable (as defined in the Merger Agreement). Pursuant to the Warrant Holders Agreement, prior to the Effective Time, holders of warrants subject to the Warrant Holders Agreement shall exercise their warrants in accordance with the terms of the warrants. The Shares issuable upon the exercise of such warrants shall be entitled to receive Common Stock Merger Consideration (as defined in the Merger Agreement) in connection with the consummation of the merger of Merger Sub with and into the Company. /s/ Steven F. Mayer, President 2007-08-01 -----END PRIVACY-ENHANCED MESSAGE-----