United Rentals Inc /De - Amended Statement of Beneficial Ownership (SC 13D/A)
June 12 2008 - 5:39PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(Rule 13d-101)
INFORMATION TO BE INCLUDED IN
STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(a)
Under the Securities Exchange Act
of 1934
(Amendment No. 5)*
(Name of Issuer)
Common
Stock, par value $0.01
(Title of Class of
Securities)
(CUSIP Number)
John
F. Hartigan, Esq.
Morgan,
Lewis & Bockius LLP
300
S. Grand Avenue, 22nd Floor
Los
Angeles, CA 90071
(213)
612-2500
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
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 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 ("Act") 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
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1.
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Names of Reporting Persons
Apollo Investment Fund IV, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,750,611 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,750,611
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,750,611 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class
Represented by Amount in Row (11)
2.0%
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14.
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Type of Reporting Person (See Instructions)
PN
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2
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Overseas Partners IV, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
93,889 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
93,889
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
93,889 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class
Represented by Amount in Row (11)
0.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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3
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Advisors IV, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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4
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Capital Management IV, Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
CO
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5
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Principal Holdings I, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
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12.
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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6
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Principal Holdings I GP, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
OO
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7
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Management IV, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
|
|
|
11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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8
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Management, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
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|
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5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
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Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
|
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
|
Sole Dispositive Power
|
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10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
|
|
|
12.
|
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
o
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|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
PN
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9
CUSIP No. 911363109
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1.
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Names of Reporting Persons
Apollo Management GP, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
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Citizenship or Place of Organization
Delaware
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
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8.
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Shared Voting Power
1,844,500 shares of Common Stock
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9.
|
Sole Dispositive Power
|
|
10.
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Shared Dispositive Power
1,844,500
shares of Common Stock
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
1,844,500 shares of Common Stock
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
2.1%
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14.
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Type of Reporting Person (See Instructions)
OO
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10
This
Amendment No. 5 supplements and amends the Statement on Schedule 13D jointly
filed on January 8, 1999, as amended and supplemented by Amendment No. 1
thereto filed on October 30, 2001, as amended and supplemented by
Amendment No. 2 thereto filed on March 4, 2003, as amended and
supplemented by Amendment No. 3 thereto filed on July 25, 2007, as
amended and supplemented by Amendment No. 4 thereto filed on January 4,
2008, by (i) Apollo Investment Fund IV, L.P., a Delaware limited
partnership, (ii) Apollo Overseas Partners IV, L.P., a limited partnership
registered in the Cayman Islands, (iii) Apollo Advisors IV, L.P., a
Delaware limited partnership, (iv) Apollo Management IV, L.P., a Delaware
limited partnership, (v) with respect to Amendment No. 3, Apollo
Management, L.P., a Delaware limited partnership, and (vi) with respect to
Amendment No. 4, Apollo Capital Management IV, Inc., a Delaware
corporation, Apollo Principal Holdings I, L.P., a Delaware limited partnership,
Apollo Principal Holdings I GP, LLC, a Delaware limited liability company and
Apollo Management GP, LLC, a Delaware limited liability company, relating to
the shares of common stock, par value $0.01 (the Common Stock), of United
Rentals, Inc. (the Issuer).
Unless
otherwise indicated, each capitalized term used but not otherwise defined
herein shall have the meaning assigned to such term in the Statement on
Schedule 13D filed on January 8, 1999, Amendment No. 1 thereto filed
on October 30, 2001, Amendment No. 2 thereto filed on March 4,
2003, Amendment No. 3 thereto filed on July 25, 2007, or Amendment No. 4
thereto filed on January 4, 2008, as applicable.
Responses
to each item of this Amendment No. 5 to Statement on Schedule 13D are
incorporated by reference into the response to each other item, as applicable.
Item 1.
Security and Issuer
Item 2.
Identity and Background
Item
3.
Source and Amount of Funds
or Other Consideration
Item
4.
Purpose of Transaction
Item 4 is hereby amended and supplemented as
follows:
On June 10,
2008, the Apollo Funds entered into a Purchase Agreement (the Agreement) with
J.P. Morgan Partners (BHCA), L.P., a Delaware limited partnership (Chase) and
the Issuer, pursuant to which, among other things, the Apollo Funds and Chase
agreed to sell to the Issuer all of the shares of Perpetual Convertible Preferred
Stock, Series C (Series C Preferred), Perpetual Convertible
Preferred Stock, Series D-1 (Series D-1 Preferred) and Perpetual
Convertible Preferred Stock, Series D-2 (together with the Series C
Preferred and the Series D-1 Preferred, the Preferred Stock) of the
Issuer held, respectively, by the Apollo Funds and Chase (the Sale). Under the terms of the Agreement, the Issuer
purchased the shares of Preferred Stock held by the Apollo Funds for an aggregate
purchase price of $612,164,938 of which $383,334,000 was paid in the Issuers
14% Senior Notes due 2014. Pursuant to
the Agreement, t
he Apollo Funds agreed, among other things, that
until the earlier of
two
years from the closing of the Sale or the date a person other than the Apollo
Funds publicly proposes to acquire all or substantially all of the voting
equity or assets of the Issuer, the Apollo Funds would not
: (i) acquire
or propose to acquire control of the Issuer, (ii) call any meeting of the
stockholders of the Issuer or execute any written consent, (iii) seek to
place a director or seek to remove a director from the Board of Directors of
the Issuer, (iv) propose any stockholder proposal with respect to the
Issuer as described in Rule 14a-8 under the Securities Exchange of 1934,
or (v) make or solicit any proxy with respect to the Issuer. The foregoing summary of the Agreement is
qualified in its entirety by reference to
11
such Agreement, which is
attached hereto as Exhibit 1, and is incorporated by reference herein.
Item
5.
Interest in Securities of
the Issuer
Item 5
is hereby amended and supplemented by deleting it in its entirety and replacing
it with the following:
On June 10,
2008, the Apollo Funds sold and transferred to the Issuer an aggregate of
300,000 shares of Series C Preferred and 100,000 shares of Series D-1
Preferred, pursuant to the Agreement.
Following the Sale, the Apollo Funds own of record
an aggregate of 1,844,500 shares of Common Stock of the Company, which
constitute approximately 2.1% of the outstanding shares of Common Stock of the
Issuer
.
The
shares of Common Stock shown as beneficially owned by
Management IV include the shares of Common Stock shown as owned of record by
each of AIF IV and Overseas IV. The
shares of Common Stock shown as owned of record by Advisors IV include the
shares of Common Stock shown as beneficially owned by AIF IV and Overseas IV. Apollo Management and Management GP may also
be deemed to beneficially own the shares of Common Stock shown as beneficially
owned by each of the Apollo Funds and Management IV. Capital Management IV, Apollo Principal and
Apollo Principal GP may also be deemed to beneficially own the shares of Common
Stock shown as beneficially owned by AIF IV, Overseas IV and Advisors IV. The Apollo Funds, Management IV, Advisors IV,
Management, Management GP, Capital Management IV, Apollo Principal and Apollo
Principal GP each disclaim beneficial ownership of the shares of the Issuers
Common Stock reported as beneficially owned by any of the other Reporting
Persons, in excess of their pecuniary interests in such securities, if any, and
the filing of this Amendment No. 5 to Schedule 13D shall not be construed
as an admission that any such person is the beneficial owner of any such
securities.
(a) See the information contained on the cover pages to
this Amendment No. 5 to Schedule 13D which is incorporated herein by
reference. The percentage of Common
Stock beneficially owned by the Reporting Persons is based on 86,406,167
outstanding shares of Common Stock of the Issuer, as reported in its Report on Form 10-Q
filed with the SEC on April 30, 2008.
(b) See the information contained on the cover pages to
this Amendment No. 5 to 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, except as described in this Amendment No. 5 to Schedule 13D.
(d) Not applicable.
(e) June 10, 2008.
Item 6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See the response to Item 4 of this Amendment No. 5
to Schedule 13D, which is hereby incorporated into this Item 6 by reference.
12
Item
7.
Material to Be Filed as
Exhibits
Exhibit 1:
Purchase Agreement dated as of June 10, 2008,
by and among the Apollo Funds, Chase and the Issuer (incorporated herein by
reference to Exhibit 10.2 to the Current Report on Form 8-K (file number 001 -
13663) of the Issuer filed with the Securities and Exchange Commission on June
12, 2008).
13
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of each of the
undersigned, each of the undersigned certifies that the information set forth
in this statement with respect to such person is true, complete and correct.
Date:
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June 12,
2008
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APOLLO
INVESTMENT FUND IV, L.P.
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By:
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APOLLO ADVISORS
IV, L.P.
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Its General
Partner
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By:
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APOLLO CAPITAL
MANAGEMENT IV, INC.
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Its General
Partner
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By:
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/s/ Laurie D. Medley
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Laurie D. Medley
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Vice
President
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Date:
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June 12, 2008
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APOLLO OVERSEAS
PARTNERS IV, L.P.
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By:
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APOLLO ADVISORS
IV, L.P.
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Its Managing
General Partner
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By:
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APOLLO CAPITAL
MANAGEMENT IV, INC.
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Its General
Partner
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By:
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/s/ Laurie D. Medley
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|
|
|
|
Laurie D. Medley
|
|
|
|
|
|
Vice
President
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO ADVISORS
IV, L.P.
|
|
|
|
|
|
|
|
|
By:
|
APOLLO CAPITAL
MANAGEMENT IV, INC.
|
|
|
|
Its General
Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie D. Medley
|
|
|
|
|
Laurie D. Medley
|
|
|
|
|
Vice
President
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO CAPITAL MANAGEMENT
IV, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie D. Medley
|
|
|
|
Laurie D. Medley
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO PRINCIPAL
HOLDINGS, I, L.P.
|
|
|
|
|
|
|
|
|
By:
|
APOLLO PRINCIPAL
HOLDINGS I GP, LLC
|
|
|
|
Its General
Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ John J. Suydam
|
|
|
|
|
John J. Suydam
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO PRINCIPAL
HOLDINGS I GP, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ John J. Suydam
|
|
|
|
John J. Suydam
|
|
|
|
Vice
President
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO
MANAGEMENT IV, L.P.
|
|
|
|
|
|
|
|
|
By:
|
APOLLO
MANAGEMENT, L.P.
|
|
|
|
Its General
Partner
|
|
|
|
|
|
|
|
|
|
By:
|
APOLLO
MANAGEMENT GP, LLC
|
|
|
|
|
Its General
Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie D. Medley
|
|
|
|
|
|
Laurie D. Medley
|
|
|
|
|
|
Vice
President
|
|
|
|
|
|
|
Date:
|
June 12, 2008
|
APOLLO MANAGEMENT, L.P.
|
|
|
|
|
|
|
|
|
By:
|
APOLLO MANAGEMENT GP,
LLC
|
|
|
|
Its General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie D. Medley
|
|
|
|
|
Laurie
D. Medley
|
|
|
|
|
Vice
President
|
|
|
|
|
|
|
Date:
|
June 12,
2008
|
APOLLO
MANAGEMENT GP, LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Laurie D. Medley
|
|
|
|
Laurie D. Medley
|
|
|
|
Vice
President
|
|
|
|
|
|
|
|
|
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