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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AVIS RENT A CAR, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
11-3347585
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(I.R.S. Employer Identification No.)
900 OLD COUNTRY ROAD, GARDEN CITY, NEW YORK 11530
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(Address of Principal Executive Offices) (Zip Code)
AVIS VOLUNTARY INVESTMENT SAVINGS PLAN FOR BARGAINING HOURLY EMPLOYEES
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(Full Title of the Plan)
KEVIN M. SHEEHAN
EXECUTIVE VICE PRESIDENT & CHIEF FINANCIAL OFFICER
AVIS RENT A CAR, INC.
900 OLD COUNTRY ROAD
GARDEN CITY, NEW YORK 11530
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(Name and Address of Agent for Service)
(516) 222-3000
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Telephone Number, Including Area Code, of Agent for Service.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================
- ----------------------- -------------- ------------------- ----------------------- --------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED (1) REGISTERED PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, 200,0000 $25.03 $5,006,000 $1,476.77
par value $.01
per share
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NOTES: 1. In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
2. Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Securities Act of 1933, based upon the
average of the high and low prices of the Common Stock of Avis Rent A Car, Inc.
as reported on the New York Stock Exchange on July 17, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the rules under the Securities Act of 1933, as amended (the
"Securities Act"), the information required by Part I of Form S-8 is included in
a Summary Plan Description dated July 22, 1998 distributed to participants in
the Avis Voluntary Investment Savings Plan for Bargaining Hourly Employees (the
"Plan") sponsored by Avis Rent A Car System, Inc., the wholly-owned subsidiary
of Avis Rent A Car, Inc. (the "Registrant"). The Summary Plan Description,
together with Item 3 of Part II of this Registration Statement, constitutes a
prospectus within the meaning of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission, are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Registrant's Current Report on Form 8-K dated May 13, 1998;
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed August 28, 1997
(File No. 001-13315) and Amendment No. 1 thereto filed September 22,
1997.
All reports and definitive proxy or information statements subsequently
filed by the Registrant or the Plan pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware (the
"GCL") empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer or director of such
corporation. The indemnity may cover expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests
and, for criminal actions or proceedings, had no reasonable cause to believe his
or her conduct was illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation
in such action. Where an officer or director is successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above,
the corporation must indemnify him or her against the expenses which such
officer or director actually and reasonably incurred.
The Amended and Restated Certificate of Incorporation of the Registrant
provides for indemnification of the Registrant's directors and officers to the
fullest extent authorized or permitted by law except that the Registrant is not
obligated to indemnify a director or officer in a proceeding initiated by him or
her unless the proceeding (i) was authorized or consented to by the Registrant's
Board of Directors or (ii) was commenced to enforce indemnification rights.
Article VIII of the Amended and Restated By-laws of the Registrant mirrors
the provisions of Section 145 of the GCL.
In accordance with the GCL, the Registrant maintains insurance on behalf of
its directors and officers for liabilities which may be incurred by them while
acting in such capacities.
Item 7. Exemption From Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
Exhibits filed as a part of this Registration Statement are listed below.
Exhibits incorporated by reference are indicated in parentheses.
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation
of the Registrant (Exhibit 3.1 to Registration
Statement No. 333-46737).
4.2 Amended and Restated By-laws of the Registrant
(Exhibit 3.2 to Registration Statement No.
333-46737).
4.3 Form of Certificate of Common Stock (Exhibit 4.1
to Registration Statement No. 333-28609).
23. Consent of Deloitte & Touche LLP, Independent
Auditors of the Company.
24. Power of Attorney (included on pages II-6 and II-7
to this Registration Statement).
In accordance with the requirements of Item 8(b), the Registrant will
submit or has submitted the Plan to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed
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with the Commission pursuant to Rule 424(b) promulgated under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Avis Voluntary Investment Savings Plan for
Bargaining Hourly Employees' annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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
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registered, the Registrant 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Garden City, State of New York, on July 22,
1998.
AVIS RENT A CAR, INC.
(Registrant)
By: /s/ KEVIN M. SHEEHAN
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Name: Kevin M. Sheehan
Title: Executive Vice President and
Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints each of Kevin M. Sheehan and Karen C.
Sclafani, or either of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with this Registration Statement on behalf of the
undersigned as a director or officer of the Registrant, on Form S-8 under the
Securities Act of 1933 as amended, including, without limiting the generality of
the foregoing, to sign this Registration Statement and any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as they might or
could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ R. Craig Hoenshell Chairman of the Board and July 22,1998
- ------------------------- Chief Executive Officer
R. Craig Hoenshell (Principal Executive Officer)
/s/ F. Robert Salerno President, Chief Operating July 22,1998
- ------------------------- Officer and Director
F. Robert Salerno
/s/ Kevin M. Sheehan Executive Vice President and July 22,1998
- ------------------------- Chief Financial Officer
Kevin M. Sheehan (Principal Financial Officer)
/s/ Timothy M. Shanley Vice President and Controller July 22,1998
- ------------------------- (Principal Accounting Officer)
Timothy M. Shanley
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/s/ Stephen P. Holmes Director July 22,1998
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Stephen P. Holmes
/s/ Michael P. Monaco Director July 22,1998
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Michael P. Monaco
/s/ W. Alun Cathcart Director July 22,1998
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W. Alun Cathcart
/s/ Leonard S. Coleman, Jr. Director July 22,1998
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Leonard S. Coleman, Jr
/s/ Michael J. Kennedy Director July 22,1998
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Michael J. Kennedy
/s/ Martin L. Edelman Director July 22,1998
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Martin L. Edelman
/s/ Deborah L. Harmon Director July 22,1998
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Deborah L. Harmon
/s/ Michael L. Tarnopol Director July 22,1998
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Michael L. Tarnopol
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Avis Voluntary Investment Savings Plan for
Bargaining Hourly Employees has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Garden City, State of New York, on July 22, 1998.
AVIS VOLUNTARY INVESTMENT SAVINGS PLAN
FOR BARGAINING HOURLY EMPLOYEES
By: /s/ KEVIN M. SHEEHAN
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Name: Kevin M. Sheehan
Title: Authorized Member of Administrative
Committee
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Certificate of Incorporation of the
Registrant*
4.2 Amended and Restated By-laws of the Registrant*
4.3 Form of Certificate of Common Stock**
23. Consent of Deloitte & Touche LLP, Independent Auditors of
the Company.
24. Power of Attorney (included on Pages II-6 and II-7 to this
Registration Statement).
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* Incorporated by reference to Exhibit 3 to the Registrant's
Registration Statement on Form S-1 (No. 333-46737).
** Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 (No. 333-28609).
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Avis Rent A Car, Inc. on Form S-8 of our reports dated January 29, 1998
(March 23, 1998 as to Note 19), appearing in and incorporated by reference in
the Annual Report on Form 10-K of Avis Rent A Car, Inc. for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
New York, New York
July 17, 1998
