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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
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 14,546,573
OWNED BY EACH
REPORTING
PERSON WITH
---------------------------------------------------------------
8 SHARED VOTING POWER
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
14,546,573
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,546,573
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
--------------------------------------------------------------------------------
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|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
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
---------------------------------------------------------------
8 SHARED VOTING POWER
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
786,760
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
786,760
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
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
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 15,333,333
OWNED BY EACH
REPORTING
PERSON WITH
---------------------------------------------------------------
8 SHARED VOTING POWER
---------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
15,333,333
---------------------------------------------------------------
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* |_|
--------------------------------------------------------------------------------
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
----------------------
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
--------------------------------
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 Common Stock or a series of preferred stock convertible
into Common Stock, in either a public offering or a bona fide private
financing, for a price for the Common Stock (including any amount payable
upon conversion of such preferred stock) below the then current conversion
price of Series C Preferred into Common Stock (currently $25 per share),
then the Issuer must make an offer to purchase the outstanding shares of
Series C Preferred as described in the Certificate of Designation.
SERIES D PERPETUAL CONVERTIBLE PREFERRED STOCK
The Series D Perpetual Convertible Preferred Stock ("Series D
Preferred") has been designated in two classes, the D-1 Preferred and Class
D-2 Perpetual Convertible Preferred Stock (the "D-2 Preferred").
Except where otherwise indicated, (1) the terms set forth below apply
to both the D-1 Preferred and D-2 Preferred and (2) each reference to the
Series D Preferred includes both the D-1 Preferred and D-2 Preferred.
Ranking. The Series D Preferred ranks (1) senior to the Common Stock
-------
with respect to distributions upon the liquidation, winding-up or
dissolution of the Issuer and (2) the same as the Series C Preferred with
respect to such distributions.
Conversion Rights. Each share of Series D Preferred is convertible at
-----------------
any time, at the option of the holder, into 33-1/3 shares of Common Stock
(based on a conversion price of $30 per share of Common Stock and the
liquidation preference of $1,000 per share of Series D 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 (as defined
----------------------
above), the following applies:
Page 8 of 15
o If the Liquidation Event was not preceded by a Non-Approved Change
in Control, then the holders of Series D Preferred will be
entitled to payment out of the assets of the Issuer available for
distribution of an amount equal to $1,000 per share of Series D
Preferred (the "Series D Liquidation Preference"), plus accrued
and unpaid dividends, if any, to the date fixed for the
Liquidation Event, before any distribution is made on the Common
Stock. After receiving such payment, the holders of the Series D
Preferred would not be 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 D Preferred may have the
right to receive additional amounts and to participate further in
any distribution of assets of the Issuer, as described under
"Additional Rights Upon Non-Approved Change in Control."
Dividends. Unless and until a Non-Approved Change in Control occurs,
---------
the Series D Preferred does not bear any stated dividends. If a
Non-Approved Change in Control occurs, the Series D Preferred may begin to
accrue dividends as described above 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 D Preferred, at the same time that it declares
and pays such dividends or other distributions to the holders of the Common
Stock, the dividends or distributions which would have been declared and
paid with respect to the Common Stock issuable upon conversion of the
Series D Preferred had all of the outstanding shares of Series D 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. Except as otherwise required by applicable law, the holders
------
of D-1 Preferred are entitled to vote together with the holders of the
Common Stock as a single class on all matters submitted to stockholders for
a vote. Each share of D-1 Preferred is entitled to one vote for each share
of Common Stock issuable upon conversion of such share of D-1 Preferred.
Except as provided in the following paragraph, the holders of the D-2
Preferred are not entitled to vote on any matter to be voted on by
stockholders of the Issuer.
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 D 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
--------------------------------
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 D Preferred at a purchase price
per share, in cash, equal to the Series D Liquidation Preference thereof
plus an amount equal to 6.25% of the
Page 9 of 15
Series D Liquidation Preference, compounded annually from the date of
issuance of such share to the purchase date.
Redemption Relating to Certain Issuances of Securities. If the Issuer
------------------------------------------------------
issues for cash, Common Stock or a series of preferred stock convertible
into Common Stock, in either a public offering or a bona fide private
financing, for a price for the Common Stock (including any amount payable
upon conversion of preferred stock) below the conversion price then in
effect for the Series D Preferred (currently $30), then the Issuer will be
required to make an offer to purchase the outstanding shares of Series D
Preferred as described in the Certificate of Designation.
Right to Exchange Between Classes of Series D Preferred. Subject to
-------------------------------------------------------
certain limitations set forth in the Certificate of Designation, certain
holders of shares of D-2 Preferred shall be entitled, without the payment
of any additional consideration, to convert at any time and from time to
time any or all shares of D-2 Preferred held by such holder into the same
number of shares of D-1 Preferred and vice versa.
RIGHTS UPON NON-APPROVED CHANGE IN CONTROL.
The term "Non-Approved Change in Control" is defined in the same
manner in the Certificates of Designation of both the Series C Preferred
and the Series D Preferred. In general, a Non-Approved Change in Control is
a transaction in which a person or group acquires beneficial ownership of
more than 50% of the total voting capital stock of the Issuer (a "50%
Condition"); provided that (i) the Issuer's board disapproved the
--------
transaction (and recommended against, if applicable) and (ii) the Issuer's
board does not elect to grant the holders of Series C Preferred and Series
D Preferred essentially the same redemption rights that apply to an
approved Change in Control; provided, further, that if the Issuer's board
-------- -------
has at any time, without the prior written consent of a majority of the
holders of Series C Preferred and Series D Preferred, weakened or
eliminated the Stockholders Rights Plan (as described below) or otherwise
facilitated the occurrence of the 50% Condition, then the occurrence of
such condition shall not be a Non-Approved Change in Control and the shares
of Series C Preferred and Series D Preferred shall be subject to mandatory
redemption.
In general, provided that a Start Date shall have occurred, in the
event of a Non-Approved Change in Control, the holders of Series C
Preferred and Series D Preferred obtain certain additional rights. A "Start
Date" is the date and time on which a Non-Approved Change in Control
occurs, provided that unless and until Bradley S. Jacobs has sold,
transferred or otherwise disposed of more than 6 million shares of Common
Stock after September 24, 2001, no Start Date shall be deemed to have
occurred unless a 50% Condition has occurred without taking into account
any shares of Common Stock beneficially owned by AIFIV or Overseas IV (or
their respective successors) for the purposes of determining whether a
person or group has acquired beneficial ownership of more than 50% of the
total voting capital stock of the Issuer.
Board Matters. The board of directors of the Issuer would be
-------------
increased and holders of the Series C Preferred have the right to elect
such additional number of directors as would give them a majority of the
board. The balance of the board would continue to be elected by the Common
Stockholders. The directors elected by the Common Stockholders, voting
separately from the full board, would nominate their own successors. The
directors elected by the Series C
Page 10 of 15
Preferred would remain in office until the later of (i) the date the board
by unanimous vote declares and pays all accrued dividends on the Series C
Preferred and Series D Preferred and (ii) the third anniversary of the
Non-Approved Change in Control (or, if earlier, the date the board by
unanimous vote gives the holders of Series C Preferred and Series D
Preferred the two-year right to demand redemption of their shares at the
price that applies to an approved Change in Control). So long as the
directors elected by the Series C Preferred have the right to remain on
the board, the board would not be permitted, without a unanimous vote, to
approve any optional redemption of the Series C Preferred or Series D
Preferred or declare, pay, or change the accrual rate of, any dividends on
the Series C Preferred or Series D Preferred.
Liquidation. Upon a Liquidation Event, the holders of Series C
-----------
Preferred and Series D Preferred would be entitled to receive, in addition
to the normal liquidation preference applicable to such series, an amount
equal to 6.25% of the liquidation preference, compounded annually from
January 7, 1999, in the case of the Series C Preferred, and September 30,
1999, in the case of the Series D Preferred, and ending on the date of the
Non-Approved Change in Control. This amount would be in addition to the
dividends described below.
Also, after the holders of Series C Preferred and Series D Preferred
have received the liquidation preference and the additional amounts to
which they are entitled as described above, and after holders of the
Common Stock have received the equivalent amount per share, the holders of
Series C Preferred and the Series D Preferred would participate with the
holders of the Common Stock in any remaining amounts available for
distribution (based upon the number of shares of Common Stock into which
such preferred shares would then be convertible).
Dividends. Dividends shall accrue on the Series C Preferred and
---------
Series D Preferred. Accrued dividends would not be payable until a
Liquidation Event or sale of the Issuer, unless the Issuer's board by
unanimous vote approves earlier payment. The dividend rate would be 10%
per annum of the liquidation preference, compounded annually. If these
dividends are not paid quarterly, additional dividends shall accrue at the
rate of 8% per annum of the liquidation preference, compounded annually.
The Issuer shall not pay dividends on its Common Stock, or repurchase its
Common Stock, until all accrued regular and additional dividends on the
Series C Preferred and Series D Preferred have been paid. Any regular or
additional dividends that are not paid quarterly would be added to the
liquidation preference. Such dividends would cease to accrue on the date
that the Issuer, by unanimous approval of its board of directors, grants
the holders of the Series C Preferred and the Series D Preferred the
equivalent right to redeem their shares that would apply in the event of
an approved Change in Control.
The foregoing descriptions do not purport to be complete and 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. The Agreement and to the
Certificates of Designation of the Series C Preferred and the Series D
Preferred are attached hereto as Exhibits VI, VII and VIII, respectively.
STOCKHOLDERS RIGHTS PLAN
Also pursuant to the Agreement, on September 28, 2001 the Issuer
adopted a
Page 11 of 15
stockholders rights plan and declared a dividend distribution to
shareholders of record at the close of business day on October 19, 2001
(the "Record Date") of (i) one Right (as defined below) for each
outstanding share of Common Stock and (ii) that number of Rights for each
share of preferred stock equal to the number of shares of Common Stock
into which such preferred shares would be convertible on the Record Date,
pursuant to their respective Certificates of Designation. Each "Right"
entitles the registered holder to purchase from the Issuer one
one-thousandth of a share of Series E Junior Participating Preferred
Stock, at an exercise price of $120.00 per such fraction of a share,
subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement, dated as of September 28, 2001, between the
Issuer and American Stock Transfer & Trust Co., as Rights Agent. The
Rights are not currently exercisable, but may become exercisable as
described below.
If an entity, person or group of affiliated persons acquires
beneficial ownership of 25% or more of the Common Stock (an "Acquiring
Person"), then the Rights will become exercisable and each holder of a
Right, other than the Acquiring Person, will thereafter have the right to
receive, upon exercise, Common Stock having a value then equal to two
times the exercise price of the right. If the Issuer is acquired in a
merger or business combination transaction or 50% or more of the Issuer's
assets, cash flow or earning power is sold, each holder of a Right, other
than the Acquiring Person, would have the right to receive, upon exercise,
that number of shares of Common Stock of the acquiring corporation which,
at the time of such transaction, would have a market value of two times
the exercise price of the Right.
* * * *
The Reporting Persons entered into the transactions described in
this statement as an investment in the Issuer. Notwithstanding the
foregoing, the Reporting Persons retain the right to change their
investment intent, to propose one or more possible transactions to the
Issuer's board, to acquire additional shares of preferred stock or common
stock from time to time or to sell or otherwise dispose of all or part of
the shares of Series C Preferred or Series D Preferred beneficially owned
by them (or any shares of Common Stock into which such shares of Series C
Preferred or Series D Preferred are converted) in any manner permitted by
law. In the event of a material change in the present plans or intentions
of the Reporting Persons, the Reporting Persons will amend this Schedule
to reflect such change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is amended and restated in its entirety
as follows:
(a) The Reporting Persons beneficially own an aggregate of
300,000 shares of the Series C Preferred. Each share of Preferred
Stock is initially convertible into 40 shares of Common Stock as
described in Item 4, or an aggregate of 12,000,000 shares of Common Stock.
The Reporting Persons beneficially own an aggregate of 100,000
shares of the D-1 Preferred. Each share of D-1 Preferred is initially
convertible into 33-1/3 shares of Common Stock as described in Item 4, or
an aggregate of 3,333,333 shares of Common Stock.
Page 12 of 15
Assuming the conversion of all of the shares of Series C
Preferred and D-1 Preferred as of the date hereof, the Reporting Persons
would beneficially own in the aggregate 15,333,333 shares of Common Stock
of United Rentals, representing approximately 17.3% of the outstanding
Common Stock of United Rentals. Beneficial ownership of such shares was
acquired as described in Item 3 and Item 4. See also the information
contained on the cover pages to this Schedule 13D which is incorporated
herein by reference.
(b) See the information contained on the cover pages to this
Schedule 13D which is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the
Common Stock of the Issuer within the last 60 days by the Reporting
Persons.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is amended and supplemented as follows:
The Agreement provides that all references in any registration
rights or other agreements with the Issuer to shares of Series A or Series
B Preferred that are owned by the Reporting Persons shall from and after
the exchange described in Items 3 and 4 be deemed to refer to the shares
of Series C Preferred or Series D Preferred, as applicable, into which
they are exchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is amended and supplemented as follows:
Exhibit V - Preferred Stock Purchase Agreement, Series B
Perpetual Convertible Preferred Stock, dated
June 28, 1999, among United Rentals, Inc.,
Apollo Investment Fund IV, L.P. and Apollo
Overseas Partners IV, L.P., together with an
Amendment dated as of July 16, 1999.
Exhibit VI - Agreement, dated as of September 28, 2001,
among United Rentals, Inc., Apollo Investment
Fund IV, L.P., Apollo Overseas Partners IV,
L.P. and Chase Equity Associates, L.P.
Exhibit VII - Certificate of Designation of Perpetual
Convertible Preferred Stock, Series C of United
Rentals, Inc.
Exhibit VIII - Certificate of Designation of Perpetual
Convertible Preferred Stock, Series D of United
Rentals, Inc.
Page 13 of 15
SIGNATURE
---------
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: October 29, 2001
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors IV, L.P.,
its General Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management IV, Inc.
APOLLO OVERSEAS PARTNERS IV, L.P.
By: Apollo Advisors IV, L.P.,
its Managing General Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management IV, Inc.
APOLLO ADVISORS IV, L.P.
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management IV, Inc.
Page 14 of 15
EXHIBIT INDEX
Exhibit V - Preferred Stock Purchase Agreement, Series B
Perpetual Convertible Preferred Stock, dated
June 28, 1999, among United Rentals, Inc.,
Apollo Investment Fund IV, L.P. and Apollo
Overseas Partners IV, L.P., together with an
Amendment dated as of July 16, 1999.
Exhibit VI - Agreement, dated as of September 28, 2001,
among United Rentals, Inc., Apollo Investment
Fund IV, L.P., Apollo Overseas Partners IV,
L.P. and Chase Equity Associates, L.P.
Exhibit VII - Certificate of Designation of Perpetual
Convertible Preferred Stock, Series C of United
Rentals, Inc.
Exhibit VIII - Certificate of Designation of Perpetual
Convertible Preferred Stock, Series D of United
Rentals, Inc.
Page 15 of 15