United Rentals Inc /De - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 05 2007 - 5:28PM
Edgar (US Regulatory)
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): September 28, 2007
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
Delaware
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001-14387
001-13663
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06-1522496
06-1493538
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Five Greenwich Office Park
Greenwich, CT
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On July 23, 2007, United Rentals,
Inc. (the
Company
) announced that it had signed a definitive merger agreement (the
Merger Agreement
) to be acquired by affiliates of Cerberus Capital Management, L.P. (
Cerberus
), pursuant to
which each share of United Rentals common stock will be converted into the right to receive $34.50 in cash (the
Merger
). On or about September 20, 2007, the Company began mailing the definitive proxy statement (the
Proxy
Statement
) relating to a special meeting of stockholders of the Company, which is scheduled for October 19, 2007 at 10:00 a.m., local time, at the Stamford Marriott, Two Stamford Forum, Stamford, Connecticut.
On September 28, 2007, a complaint,
Nathan Brundridge vs. Wayland R. Hicks et al.
, was filed in the Superior Court of the State of Connecticut,
Judicial District of Stamford Norwalk (the
Brundridge
action). The lawsuit names the Companys current directors as defendants. The complaint alleges, among other things, that the Companys board of directors failed to
disclose all the material facts that the Companys stockholders require in order to cast an informed vote for or against the proposal to adopt the Merger Agreement. The complaint seeks, among other things, to enjoin the vote at the special
meeting on the proposal to adopt the Merger Agreement and to enjoin consummation of the Merger. A copy of the complaint is attached hereto as Exhibit 99.1.
The plaintiff in the
Brundridge
action is also the plaintiff in one of the previously disclosed on-going shareholder derivative lawsuits against certain current and former Company officers and directors (the
Shareholder Derivative Actions
). The Shareholder Derivative Actions arose out of an SEC inquiry into the Companys accounting practices, which was initiated in August 2004, and are more fully described in the Companys
annual and quarterly reports.
If the Merger is consummated, the Company believes that the plaintiffs in the Shareholder Derivative Actions
will lack standing to continue to assert their claims. In addition, as previously disclosed in the Proxy Statement, attorneys for the parties in another putative class action complaint filed shortly following the announcement of the Merger
Agreement,
Donald Lefari vs. United Rentals, Inc. et al.
, executed a memorandum of understanding pursuant to which, if approved by the court in which the
Lefari
litigation is pending, such litigation will be dismissed with prejudice
and thereby release claims being put forth by the plaintiff in the
Brundridge
action.
The defendants believe the lawsuit in the
Brundridge
action is without merit and intend to defend vigorously against it.
Separately, during the week of October 1, 2007, each
of Institutional Shareholder Services (ISS) and Glass Lewis, two leading independent proxy advisory firms, recommended that United Rentals stockholders vote FOR the adoption of the Merger Agreement. Stockholders of record as of the
close of business on September 10, 2007 will be entitled to vote at the special meeting.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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Exhibit 99.1
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Class Action Complaint served by Nathan Brundridge, as Trustee of and for the Brundridge Living Trust in the Superior Court of the State of Connecticut, Judicial District of Stamford Norwalk, on
September 28, 2007
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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.
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Date: October 5, 2007
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UNITED RENTALS, INC.
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By:
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/s/ Roger E. Schwed
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Name:
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Roger E. Schwed
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Title:
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General Counsel
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UNITED RENTALS (NORTH AMERICA), INC.
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By:
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/s/ Roger E. Schwed
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Name:
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Roger E. Schwed
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Title:
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General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 99.1
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Class Action Complaint served by Nathan Brundridge, as Trustee of and for the Brundridge Living Trust in the Superior Court of the State of Connecticut, Judicial District of Stamford Norwalk, on
September 28, 2007
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