<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
REGISTRATION NO. 333-28609
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIS RENT A CAR, INC.
(Exact Name Of Registrant As Specified In Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7514 11-3347585
(State or other jurisdiction of (Primary standard industrial classification (I.R.S. employer
incorporation or organization) code number) identification number)
</TABLE>
900 OLD COUNTRY ROAD
GARDEN CITY, N.Y. 11530
(516) 222-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JOHN H. CARLEY, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AVIS RENT A CAR, INC.
900 OLD COUNTRY ROAD
GARDEN CITY, N.Y. 11530
(516) 222-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
VINCENT J. PISANO, ESQ.
SUSAN J. SUTHERLAND, ESQ. STEPHEN H. COOPER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP WEIL, GOTSHAL & MANGES LLP
919 THIRD AVENUE 767 FIFTH AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10153
(212) 735-3000 (212) 310-8000
(212) 735-2000 (FAX) (212) 310-8007 (FAX)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses in connection with the issuance
and distribution of the securities being registered, all of which will be
paid by the Company:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration
fee................................................ $115,523
NASD filing and expenses............................ 30,500
NYSE listing fee.................................... *
Transfer agents' fees............................... *
Printing and engraving expenses..................... *
Legal fees and expenses............................. *
Accounting fees and expenses........................ *
Miscellaneous....................................... *
----------
Total............................................. $
==========
</TABLE>
- ------------
* To be completed by amendment.
ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
("GCL") provides that a corporation has the power to indemnify any director
or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) against
expenses, (including attorney's fees), judgments, fines or amounts paid in
settlement actually and reasonably incurred by them in connection with the
defense of any action by reason of being or having been directors or
officers, if such person shall have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings,
provided that such person had no reasonable cause to believe his conduct was
unlawful, except that, if such action shall be in the right of the
corporation, no such indemnification shall be provided as to any claim, issue
or matter as to which such person shall have been judged to have been liable
to the corporation unless and to the extent that the Court of Chancery of the
State of Delaware, or any court in which such suit or action was brought,
shall determine upon application that, in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper.
As permitted by Section 102(b)(7) of the GCL, the Amended and Restated
Certificate of Incorporation of the Company (filed herewith as Exhibit 3.1)
(the "Restated Certificate of Incorporation") provides that no director shall
be liable to the Company or its stockholders for monetary damages for breach
of fiduciary duty as a director other that (i) for breaches of the director's
duty of loyalty to the Company and its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the unlawful payment of dividends or
unlawful stock purchases or redemptions under Section 174 of the GCL and (iv)
for any transaction from which the director derived an improper personal
benefit.
The Company's Amended and Restated Bylaws (filed herewith as Exhibit 3.2)
(the "Bylaws") provide indemnification of the Company's directors and
officers, both past and present, to the fullest extent permitted by the GCL,
and allow the Company to advance or reimburse litigation expenses upon
submission by the director or officer of an undertaking to repay such
advances or reimbursements if it is ultimately determined that
indemnification is not available to such director or officer pursuant to the
Bylaws. The Company's Bylaws will also authorize the Company to purchase and
maintain insurance on
II-1
<PAGE>
behalf of an officer or director, past or present, against any liability
inserted against him in any such capacity whether or not the Company would
have the power to indemnify him against such liability under the provisions
of the Restated Certificate of Incorporation or Section 145 of the GCL.
The Company has entered into indemnification agreements with each of its
directors and certain of its executive officers. The indemnification
agreements require the Company, among other things, to indemnify such
directors and officers against certain liabilities that may arise by reason
of their status or service as directors of officers (other than liabilities
arising from willful misconduct of a culpable nature), and to advance their
expenses incurred as a result of any preceding against them as to which they
could be indemnified.
The Underwriting Agreements filed herewith as Exhibits 1.1 and 1.2 provide
for the indemnification by the U.S. Underwriters and the Managers of
directors and certain officers of the Company against certain liabilities.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------
<S> <C> <C>
1. UNDERWRITING AGREEMENTS
1.1 Form of U.S. Underwriting Agreement***
1.2 Form of International Underwriting Agreement***
3. CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Form of Amended and Restated Certificate of Incorporation of the Registrant*
3.2 Form of Amended and Restated By-Laws of the Registrant*
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITYHOLDERS, INCLUDING INDENTURES
4.1 Form of Certificate of Common Stock***
4.2 Amended and Restated Base Indenture, dated as of July 30, 1997, between AESOP Funding II
L.L.C., as issuer, and Harris Trust and Savings Bank, as trustee.***
4.3 Series 1997-1 Supplement, dated as of July 30, 1997 between AESOP Funding II L.L.C. and
Harris Trust and Savings Bank, as trustee, to the Amended and Restated Base Indenture,
dated as of July 30, 1997, between AESOP Funding II and the Trustee.***
4.4 Series 1997-2 Supplement, dated as of July 30, 1997 between AESOP Funding II L.L.C. and
Harris Trust and Savings Bank, as trustee, to the Amended and Restated Base Indenture,
dated as of July 30, 1997, between AESOP Funding II and the Trustee.***
4.5 Loan Agreement, dated as of July 30, 1997, between AESOP Leasing L.P., as borrower, and
AESOP Funding II L.L.C., as lender.***
4.6 Loan Agreement, dated as of July 30, 1997, among AESOP Leasing L.P., as borrower, PV
Holding Corp., as a permitted nominee of the borrower, Quartx Fleet Management, Inc., as
a permitted nominee of the borrower, and AESOP Funding II L.L.C., as lender.***
4.7 Loan Agreement, dated as of July 30, 1997, between AESOP Leasing Corp. II, as borrower,
AESOP Leasing Corp., as permitted nominee of the borrower, and AESOP Funding II L.L.C.,
as lender.***
II-2
<PAGE>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------
4.8 Master Motor Vehicle Finance Lease Agreement, dated as of July 30, 1997, by and among
AESOP Leasing L.P., as lessor, Avis Rent A Car System, Inc., as lessee, individually and
as the Administrator and Avis Rent A Car, Inc., as guarantor.***
4.9 Master Motor Vehicle Operating Lease Agreement, dated as of July 30, 1997, by and among
AESOP Leasing L.P., as lessor, Avis Rent A Car System, Inc., individually and as the
Administrator, certain Eligible Rental Car Companies, as lessees, and Avis Rent A Car,
Inc., as guarantor.***
4.10 Master Motor Vehicle Operating Lease Agreement, dated as of July 30, 1997, by and among
AESOP Leasing Corp. II, as lessor, Avis Rent A Car System, Inc., individually and as the
Administrator, certain Eligible Rental Car Companies, as lessees and Avis Rent A Car,
Inc., as guarantor.***
4.11 Credit Agreement, dated as of July 30, 1997, among Avis Rent A Car, Inc., Avis Rent A
Car System, Inc., The Chase Manhattan Bank, as administrative agent, Lehman Commercial
Paper, Inc., as syndication agent and the other lenders party thereto.***
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding legality of the Common
Stock**
10. MATERIAL CONTRACTS
10.1 Form of Registration Rights Agreement***
10.2 Separation Agreement between HFS Car Rental, Inc. and Avis Rent A Car, Inc.***
10.3 Master License Agreement among HFS Car Rental, Inc., Avis Rent A Car System, Inc. and
Wizard Co., Inc.***
10.4 Computer Services Agreement between Avis Rent A Car System, Inc. and WizCom
International, Ltd.***
10.5 Reservation Services Agreement between HFS Incorporated and Avis Rent A Car System,
Inc.***
10.6 Tax Disaffiliation Agreement among HFS Incorporated, HFS Car Rental, Inc. and Avis Rent
A Car, Inc.*
10.7 Form of Lease Agreement dated as of , 1997 by and between WizCom International,
Ltd., as lessor, and Avis Rent A Car System, Inc., as lessee (Virginia Beach,
Virginia).*
10.8 Form of Sublease Agreement dated as of , 1997 by and between WizCom International,
Ltd., as sublessor, and Avis Rent A Car System, Inc., as sublessee (Tulsa, Oklahoma).*
10.9 Form of Sublease Agreement dated as of , 1997 by and between WizCom International,
Ltd., as sublessor, and Avis Rent A Car System, Inc., as sublessee (Garden City, New
York).*
10.10 Wizard Note Assignment, Assumption and Release Agreement, dated as of July 30, 1997 by
and between Wizard Co., Inc., Avis Rent A Car System, Inc. and Reserve Claims Management
Co.***
10.11 Termination Services Agreement, among Harris Trust and Savings Bank, AESOP Funding II
L.L.C., Avis Rent A Car System, Inc. and Wizcom International, Ltd.***
10.12 Agreement, dated October 23, 1996, between General Motors Corporation and HFS Car
Rental, Inc.***
10.13 Call Transfer Agreement, dated March 4, 1997, between HFS Incorporated and Avis Rent A
Car System, Inc.***
II-3
<PAGE>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------
10.14 Form of Amended and Restated Employment Agreement, dated as of February 9, 1996, between
HFS Car Rental, Inc. and F. Robert Salerno***
10.15 Offer Letter, dated as of February 24, 1997, between Craig Hoenshell and HFS
Incorporated.***
10.16 Amended and Restated Employment Agreement, dated February 9, 1996, between HFS Car
Rental, Inc. and John Forsythe.***
10.17 Employment Agreement, dated September 28, 1987, between HFS Car Rental, Inc. and Michael
P. Collins.***
10.18 Avis Rent A Car, Inc. 1997 Stock Option Plan*
21 Subsidiaries of the Registrant***
23.1 Consent of Deloitte & Touche LLP, Independent Auditors of the Company.***
23.2 Consent of Ernst & Young LLP, Independent Auditors of The First Gray Line
Corporation.***
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5)**
23.4 Consent of Alun Cathcart***
23.5 Consent of Michael L. Tarnopol***
23.6 Consent of Martin K. Edelman***
23.7 Consent of Leonard S. Coleman, Jr.***
23.8 Consent of Michael J. Kennedy***
23.9 Consent of Deborah L. Harmon***
24 Powers of Attorney (included on signature page)***
27 FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule--December 31, 1996***
27.2 Financial Data Schedule--June 30, 1997***
</TABLE>
- ------------
* To be filed by amendment
** Filed herewith
*** Previously filed
(b) Financial Statement Schedule. Schedule II -- Valuation and Qualifying
Accounts
All other schedules are omitted because the information is not required
or because the information is included in the combined financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions referred to in Item 14 or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
The Company hereby undertakes to provide to the U.S. Underwriters and the
Managers at the closing specified in the Underwriting Agreements (filed
herewith as Exhibits 1.1 and 1.2) certificates in such denominations and
registered in such names as required by the U.S. Underwriters and the
Managers to permit prompt delivery to each purchaser.
The Company hereby undertakes that:
1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on September 19, 1997.
AVIS RENT A CAR, INC.
(Registrant)
By: /s/ Kevin M. Sheehan
-------------------------------
Name: Kevin M. Sheehan
Title: Executive Vice President
and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------- ---------------------------------------- ---------------------
<S> <C> <C>
/s/ R. Craig Hoenshell Chairman of the Board, September 19, 1997
-------------------------- Chief Executive Officer and Director
R. Craig Hoenshell (Principal Executive Officer)
/s/ F. Robert Salerno President, Chief Operating Officer September 19, 1997
------------------------- and Director
F. Robert Salerno
/s/ Kevin M. Sheehan Executive Vice President and September 19, 1997
-------------------------- Chief Financial Officer
Kevin M. Sheehan (Principal Financial Officer)
/s/ Timothy M. Shanley Vice President and Controller September 19, 1997
-------------------------- (Principal Accounting Officer)
Timothy M. Shanley
/s/ Stephen P. Holmes Director September 19, 1997
--------------------------
Stephen P. Holmes
/s/ Michael P. Monaco Director September 19, 1997
--------------------------
Michael P. Monaco
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- --------------- ---------------------------------------------------------------------------------------- ------------
<S> <C> <C>
1. UNDERWRITING AGREEMENTS
1.1 Form of U.S. Underwriting Agreement***
1.2 Form of International Underwriting Agreement***
3. CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Form of Amended and Restated Certificate of Incorporation of the Registrant*
3.2 Form of Amended and Restated By-Laws of the Registrant*
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITYHOLDERS, INCLUDING INDENTURES
4.1 Form of Certificate of Common Stock***
4.2 Amended and Restated Base Indenture, dated as of July 30, 1997, between AESOP Funding II L.L.C.,
as issuer, and Harris Trust and Savings Bank, as trustee.***
4.3 Series 1997-1 Supplement, dated as of July 30, 1997 between AESOP Funding II L.L.C. and Harris
Trust and Savings Bank, as trustee, to the Amended and Restated Base Indenture, dated as of
July 30, 1997, between AESOP Funding II and the Trustee.***
4.4 Series 1997-2 Supplement, dated as of July 30, 1997 between AESOP Funding II L.L.C. and Harris
Trust and Savings Bank, as trustee, to the Amended and Restated Base Indenture, dated as of
July 30, 1997, between AESOP Funding II and the Trustee.***
4.5 Loan Agreement, dated as of July 30, 1997, between AESOP Leasing L.P., as borrower, and AESOP
Funding II L.L.C., as lender.***
4.6 Loan Agreement, dated as of July 30, 1997, among AESOP Leasing L.P., as borrower, PV Holding
Corp., as a permitted nominee of the borrower, Quartx Fleet Management, Inc., as a permitted
nominee of the borrower, and AESOP Funding II L.L.C., as lender.***
4.7 Loan Agreement, dated as of July 30, 1997, between AESOP Leasing Corp. II, as borrower, AESOP
Leasing Corp., as permitted nominee of the borrower, and AESOP Funding II L.L.C., as lender.***
4.8 Master Motor Vehicle Finance Lease Agreement, dated as of July 30, 1997, by and among AESOP
Leasing L.P., as lessor, Avis Rent A Car System, Inc., as lessee, individually and as the
Administrator and Avis Rent A Car, Inc., as guarantor.***
4.9 Master Motor Vehicle Operating Lease Agreement, dated as of July 30, 1997, by and among AESOP
Leasing L.P., as lessor, Avis Rent A Car System, Inc., individually and as the Administrator,
certain Eligible Rental Car Companies, as lessees, and Avis Rent A Car, Inc., as guarantor.***
4.10 Master Motor Vehicle Operating Lease Agreement, dated as of July 30, 1997, by and among AESOP
Leasing Corp. II, as lessor, Avis Rent A Car System, Inc., individually and as the Administrator,
certain Eligible Rental Car Companies, as lessees and Avis Rent A Car, Inc., as guarantor.***
4.11 Credit Agreement, dated as of July 30, 1997, among Avis Rent A Car, Inc., Avis Rent A Car
System, Inc., The Chase Manhattan Bank, as administrative agent, Lehman Commercial Paper,
Inc., as syndication agent and the other lenders party thereto.***
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding legality of the Common Stock**
10. MATERIAL CONTRACTS
10.1 Form of Registration Rights Agreement***
10.2 Separation Agreement between HFS Car Rental, Inc. and Avis Rent A Car, Inc.***
10.3 Master License Agreement among HFS Car Rental, Inc., Avis Rent A Car System, Inc. and Wizard
Co., Inc.***
10.4 Computer Services Agreement between Avis Rent A Car System, Inc. and WizCom International,
Ltd.***
10.5 Reservation Services Agreement between HFS Incorporated and Avis Rent A Car System, Inc.***
10.6 Tax Disaffiliation Agreement among HFS Incorporated, HFS Car Rental, Inc. and Avis Rent A
Car, Inc.*
<PAGE>
EXHIBIT NO. DESCRIPTION PAGE NO.
- --------------- ---------------------------------------------------------------------------------------- ------------
10.7 Form of Lease Agreement dated as of , 1997 by and between WizCom International, Ltd.,
as lessor, and Avis Rent A Car System, Inc., as lessee (Virginia Beach, Virginia).*
10.8 Form of Sublease Agreement dated as of , 1997 by and between WizCom International, Ltd.,
as sublessor, and Avis Rent A Car System, Inc., as sublessee (Tulsa, Oklahoma).*
10.9 Form of Sublease Agreement dated as of , 1997 by and between WizCom International, Ltd.,
as sublessor, and Avis Rent A Car System, Inc., as sublessee (Garden City, New York).*
10.10 Wizard Note Assignment, Assumption and Release Agreement, dated as of July 30, 1997 by and
between Wizard Co., Inc., Avis Rent A Car System, Inc. and Reserve Claims Management Co.***
10.11 Termination Services Agreement, among Harris Trust and Savings Bank, AESOP Funding II L.L.C.,
Avis Rent A Car System, Inc. and Wizcom International, Ltd.***
10.12 Agreement, dated October 23, 1996, between General Motors Corporation and HFS Car Rental,
Inc.***
10.13 Call Transfer Agreement, dated March 4, 1997, between HFS Incorporated and Avis Rent A Car
System, Inc.***
10.14 Form of Amended and Restated Employment Agreement, dated as of February 9, 1996, between HFS
Car Rental, Inc. and F. Robert Salerno***
10.15 Offer Letter, dated as of February 24, 1997, between Craig Hoenshell and HFS Incorporated.***
10.16 Amended and Restated Employment Agreement, dated February 9, 1996, between HFS Car Rental,
Inc. and John Forsythe.***
10.17 Employment Agreement, dated September 28, 1987, between HFS Car Rental, Inc. and Michael P.
Collins.***
10.18 Avis Rent A Car, Inc. 1997 Stock Option Plan*
21 Subsidiaries of the Registrant***
23.1 Consent of Deloitte & Touche LLP, Independent Auditors of the Company.***
23.2 Consent of Ernst & Young LLP, Independent Auditors of The First Gray Line Corporation.***
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5)**
23.4 Consent of Alun Cathcart***
23.5 Consent of Michael L. Tarnopol***
23.6 Consent of Martin K. Edelman***
23.7 Consent of Leonard S. Coleman, Jr.***
23.8 Consent of Michael J. Kennedy***
23.9 Consent of Deborah L. Harmon***
24 Powers of Attorney (included on signature page)***
27 FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule--December 31, 1996***
27.2 Financial Data Schedule--June 30, 1997***
</TABLE>
- ------------
* To be filed by amendment
** Filed herewith
*** Previously filed
<PAGE>
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL: (212) 735-3000
FAX: (212) 735-2000
September 19, 1997
Avis Rent A Car, Inc.
900 Old Country Road
Garden City, New York 11530
Re: Avis Rent A Car, Inc.
Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Avis Rent A Car, Inc., a
Delaware corporation (the "Company"), in connection with the initial public
offering by the Company of up to 22,425,000 shares (including 2,925,000 shares
subject to an over-allotment option) (the "Shares") of the Company's Common
Stock, par value $.01 per share (the "Common Stock").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-1 (File No. 333-28609) as filed with the
Securities and Exchange Commission (the "Commission") on June 6, 1997; (ii)
Amendment No. 1 to the Registration Statement as filed with the Commission on
August 8, 1997; (iii) Amendment No. 2 to the Registration Statement as filed
with the Commission on August 20, 1997; (iv) Amendment No. 3 to the
Registration Statement as filed with the Commission on August 28, 1997; (v)
Amendment No. 4 to the Registration Statement to be filed with the Commission
on the date hereof (such Registration Statement, as
<PAGE>
Avis Rent A Car, Inc.
September 19, 1997
Page 2
so amended, being hereinafter referred to as the "Registration Statement");
(vi) the form of U.S. Underwriting Agreement (the "U.S. Underwriting
Agreement") proposed to be entered into between the Company, as issuer, and
Bear, Stearns & Co. Inc., Blaylock & Partners, L.P., Chase Securities Inc.,
Goldman, Sachs & Co., Lehman Brothers Inc., Montgomery Securities and
Robertson, Stephens & Company LLC, as representatives of the several
underwriters named therein (the "U.S. Underwriters"), filed as an exhibit to
the Registration Statement; (vii) the form of International Underwriting
Agreement (together with the U.S. Underwriting Agreement, the "Underwriting
Agreements") proposed to be entered into between the Company, as issuer, and
Bear, Stearns International Limited, Bayerische Vereinsbank AG, Chase
Manhattan International Limited, Credit Lyonnais Securities, Goldman Sachs
International, Lehman Brothers International (Europe), Montgomery Securities
and Robertson, Stephens & Company LLC, as representatives of the several
international managers named therein (together with the U.S. Underwriters, the
"Underwriters"), filed as an exhibit to the Registration Statement; (viii) a
specimen certificate representing the Common Stock; (ix) the Restated
Certificate of Incorporation of the Company, as presently in effect and the
form of Amended and Restated Certificate of Incorporation of the Company to
become effective upon consummation of the offerings contemplated by the
Registration Statement; (x) the By-Laws of the Company, as presently in effect
and the form of Amended and Restated By-Laws of the Company to become
effective upon consummation of the offerings contemplated by the Registration
Statement; (xi) certain resolutions of the sole shareholder of the Company and
the Board of Directors of the Company relating to the adoption of the Amended
and Restated Certificate of Incorporation of the Company; and (xii) certain
resolutions of the Board of Directors of the Company relating to the issuance
and sale of the Shares and related matters. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others,
and such other documents, certificates and records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.
<PAGE>
Avis Rent A Car, Inc.
September 19, 1997
Page 3
In our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be executed
by parties other than the Company, we have assumed that such parties had or
will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect thereof. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Members of our firm are admitted to the bar in the State of
New York, and we do not express any opinion as to the laws of any other
jurisdiction other than the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the
opinion that when (i) the Amended and Restated Certificate of Incorporation of
the Company in the form examined by us has been duly authorized by all
requisite corporate action and duly executed and filed with the Secretary of
State of the State of Delaware and has become effective; (ii) the Registration
Statement becomes effective; (iii) the Underwriting Agreements have been duly
executed and delivered; and (iv) certificates representing the Shares in the
form of the specimen certificates examined by us have been manually signed by
an authorized officer of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar, and delivered to and paid
for by the Underwriters at a price per share not less than the per
<PAGE>
Avis Rent A Car, Inc.
September 19, 1997
Page 4
share par value of the Common Stock as contemplated by the Underwriting
Agreements, the Shares will have been duly authorized, and the Shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to
the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit that
we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
