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) June 7 , 2005
UNITED
RENTALS, INC.
UNITED
RENTALS (NORTH AMERICA), INC.
(Exact
name of Registrants as Specified in their Charters)
|
Delaware |
001-14387 |
06-1522496 |
|
Delaware |
001-13663
|
06-1493538
|
|
(States or Other Jurisdictions
of Incorporation) |
(Commission file Numbers) |
(IRS Employer
Identification Nos.) |
| |
|
|
|
Five
Greenwich Office Park, Greenwich, Connecticut |
06830
|
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
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:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-2 under the
Exchange Act (17 CFR 240.14a-2)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry Into a Material Definitive Agreement.
As disclosed
herein, Jason D. Papastavrou was appointed a director of United Rentals, Inc.
(the “Company”) effective June 7 , 2005. In connection with such appointment,
the Company on June 7 , 2005, entered into an Indemnification Agreement
with Mr. Papastavrou. This agreement provides, among other things, for the
Company to indemnify Mr. Papastavrou against certain claims and liabilities
that may arise in connection with his services to the Company. This agreement
is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective June
7 , 2005, the boards of directors of United Rentals, Inc., and United Rentals
(North America), Inc., each elected Jason D. Papastavrou to serve as a Class 2
director. Mr. Papastavrou will serve on the audit committee of the board of
United Rentals, Inc., as well as on the special committee of independent
directors of United Rentals, Inc. that is reviewing matters relating to the
ongoing SEC inquiry. A press release announcing the election of Mr. Papastavrou
as a director is attached as Exhibit 99.2 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
Exhibits
| 99.1 |
Indemnification
Agreement dated as of June 7 , 2005, between United Rentals, Inc. and Jason
D. Papastavrou |
| 99.2 |
Press
release of United Rentals, Inc., dated June 7 ,
2005 |
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 on this 7th day of June, 2005.
| |
|
|
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UNITED RENTALS,
INC. |
|
|
|
| |
By: |
John N. Milne |
| |
Name: John N. Milne
Title: President and Chief Financial
Officer |
| |
|
|
| |
UNITED RENTALS (NORTH AMERICA),
INC. |
|
|
|
| |
By: |
John N. Milne |
| |
Name: John N. Milne
Title: President and Chief Financial
Officer |