United Rentals Inc /De - Written communication relating to an issuer or third party (SC TO-C)
June 10 2008 - 12:45PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
United Rentals, Inc.
(Name of Subject Company (Issuer) and Filing Person
(Offeror))
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
911363 10 9
(CUSIP Number of Class of Securities)
Roger E. Schwed, Esq.
Executive Vice President and General Counsel
Five Greenwich Office Park
Greenwich, CT 06831
Phone: (203) 622-3131
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
With a copy to:
Gary Horowitz, Esq.
Eric Swedenburg, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF FILING FEE
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Transaction
Valuation*
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Amount of Filing
Fee*
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Not
applicable
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Not
applicable
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*
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Pursuant to General
Instruction D to Schedule TO, no filing fee is required because
communications are made before the commencement of a tender offer.
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o
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Check the box if any part
of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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Amount
Previously Paid: Not Applicable
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Filing
Party: Not Applicable
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Form or
Registration No.: Not Applicable
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Date Filed:
Not Applicable
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þ
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Check the box if the filing
relates solely to preliminary communications made before the commencement of
a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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o
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third-party tender offer
subject to Rule 14d-1.
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þ
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issuer tender offer subject
to Rule 13e-4.
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o
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going-private transaction
subject to Rule 13e-3.
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o
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amendment to Schedule 13D
under Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
o
This Schedule TO relates solely to the announcement by United Rentals,
Inc. (the Company), in a press release issued June 10, 2008, of its intention to commence
within the next week a modified Dutch Auction tender offer for up to
27,160,000 shares of its common stock at a per share purchase price of
not less than $22.00 nor greater than $25.00 per share. Neither this Schedule
TO nor the attached press release is an offer to buy or the solicitation of an
offer to sell any shares of any class of the Companys common stock. The
Company has not yet commenced the tender offer described herein. The
full details of any tender offer, including complete instructions on how to
tender shares, will be included in the offer to purchase, the letter of
transmittal and related materials, which will be mailed to stockholders
promptly following commencement of the offer. The solicitation of offers to sell shares of the Companys common stock
will only be made pursuant to the offer to purchase, the letter of transmittal
and related materials. Stockholders should read carefully the offer to
purchase, the letter of transmittal and other related materials when they are
available because they will contain important information. Stockholders may
obtain free copies, when available, of the offer to purchase, the letter of
transmittal and other related materials that will be filed by the company with
the Securities and Exchange Commission at the Commissions website at www.sec.gov.
When available, stockholders also may obtain a copy of these documents, free of
charge, from the Companys information agent to be appointed in connection with
the offer.
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Exhibit List
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Description
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99.1
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Press Release of United Rentals, Inc., dated June 10,
2008.
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