<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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>
<S> <C> <C>
DELAWARE 7514 11-3347585
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or classification code number) identification
organization) 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. STEPHEN H. COOPER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM WEIL, GOTSHAL & MANGES LLP
LLP 767 FIFTH AVENUE
919 THIRD AVENUE NEW YORK, NEW YORK 10153
NEW YORK, NEW YORK 10022 (212) 310-8000
(212) 735-3000 (212) 310-8007 (FAX)
(212) 735-2000 (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. /X/ 333-46737
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AMOUNT TO BE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(A) PRICE REGISTRATION FEE
<S> <C> <C> <C>
Common Stock, par value $.01 per share......................... 1,150,000 $39,100,000 $11,535
</TABLE>
(a) Includes 900,000 shares which the Underwriters have an option to purchase to
cover over-allotments.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THIS REGISTRATION STATEMENT IS BEING FILED WITH RESPECT TO THE REGISTRATION
OF ADDITIONAL SHARES OF COMMON STOCK, $.01 PAR VALUE, OF AVIS RENT A CAR, INC.,
A DELAWARE CORPORATION (THE "COMPANY"), PURSUANT TO RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("RULE 462(B)"). PURSUANT TO RULE 462(B), THE
CONTENTS OF THE REGISTRATION STATEMENT OF THE COMPANY (FILE NO. 333-46737),
INCLUDING THE EXHIBITS THERETO, ARE INCORPORATED BY REFERENCE INTO THIS
REGISTRATION STATEMENT.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this 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 March 16, 1998.
<TABLE>
<S> <C> <C>
AVIS RENT A CAR, INC.
(Registrant)
By: /s/ JOHN H. CARLEY
------------------------------------------
Name: John H. Carley
Title: Executive Vice President and General
Counsel
</TABLE>
II-1
<PAGE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------------- ------------------------------------------ -----------------
<C> <S> <C>
* Chairman of the Board, Chief Executive March 16, 1998
--------------------------------------- Officer and Director
R. Craig Hoenshell (Principal Executive Officer)
* President, Chief Operating Officer and March 16, 1998
--------------------------------------- Director
F. Robert Salerno
* Executive Vice President and Chief March 16, 1998
--------------------------------------- Financial Officer
Kevin M. Sheehan (Principal Financial Officer)
* Vice President and Controller March 16, 1998
--------------------------------------- (Principal Accounting Officer)
Timothy M. Shanley
* Director March 16, 1998
---------------------------------------
Stephen P. Holmes
* Director March 16, 1998
---------------------------------------
Michael P. Monaco
* Director March 16, 1998
---------------------------------------
W. Alun Cathcart
* Director March 16, 1998
---------------------------------------
Leonard S. Coleman, Jr.
* Director March 16, 1998
---------------------------------------
Michael J. Kennedy
* Director March 16, 1998
---------------------------------------
Martin L. Edelman
* Director March 16, 1998
---------------------------------------
Deborah L. Harmon
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------------- ------------------------------------------ -----------------
<C> <S> <C>
* Director March 16, 1998
---------------------------------------
Michael L. Tarnopol
</TABLE>
- ------------------------
* Karen C. Sclafani, by signing her name hereto, does hereby execute this
Registration Statement on behalf of the officers and directors and officers
of the Registrant indicated above by asterisks, pursuant to powers of
attorney duly executed by such officers and directors and officers contained
on the signature pages of the original Registration Statement.
By: /s/ Karen C. Sclafani
-----------------------------------
Karen C. Sclafani
Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<S> <C>
5 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding legality of the Common Stock.
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)
24 Powers of Attorney*
</TABLE>
- ------------------------
* Incorporated by reference to the Registrant's Registration Statement on Form
S-1, 333-46737.
<PAGE>
EXHIBIT 5
March 17, 1998
Avis Rent A Car, Inc.
900 Old Country Road
Garden City, NY 11530
Re: Avis Rent A Car, Inc. Registration
Statement on Form S-1
Dear Ladies and Gentlemen:
We have acted as special counsel to Avis Rent A Car, Inc., a Delaware
corporation (the "Company"), and to Cendant Corporation, a Delaware
corporation ("Cendant"), in connection with the preparation of the 462 (b)
Registration Statement (as defined below) for the registration under the
Securities Act of 1933, as amended (the "Act"), of 1,150,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"). Of
the shares of Common Stock covered by the 462(b) Registration Statement, (i)
250,000 shares are being offered and sold by Cendant (the "Cendant Shares")
and (ii) up to 900,000 shares (the "Company Shares" and, together with the
Cendant Shares, the "Shares") are being issued and sold by the Company
pursuant to an over-allotment option granted to the Underwriters (as defined
herein) by the Company.
This opinion is being furnished in accordance with the requirements of Item
601 (b) (5) of Regulation S-K under the Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-1 (the "462 (b) Registration
Statement") filed by the Company on the date hereof with the Securities
Exchange Commission (the "Commission") pursuant to Rule 462 (b) under the
Act, (ii) the
<PAGE>
Avis Rent A Car, Inc.
March 17, 1998
Page 2
Registration Statement on Form S-1 (File No. 333-46737) filed by the Company
with the Commission on February 23, 1998 under the Act, Amendment No.1
thereto filed with the Commission on March 2, 1998 and Amendment No. 2
thereto filed with the Commission on March 13, 1998; (iii) the Amended and
Restated Certificate of Incorporation of the Company and the Amended and
Restated By-Laws of the Company, in each case as in effect on the date
hereof, (iv) certain resolutions of the Board of Directors of the Company
relating to the issuance and sale of the Shares and related matters; (v) a
specimen certificate representing the Common Stock; (vi) an executed copy of
the Underwriting Agreement, dated March 17, 1998, between the Company,
Cendant and Bear, Stearns, & Co. Inc., Lehman Brothers, Inc., Merrill, Lynch,
Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery Securities
LLC, as representatives of the several Underwriters named therein (the
"Underwriters"); and (vii) such other documents as we have deemed necessary
or appropriate as a basis for the opinions set forth below. 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.
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 or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had 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
parities of such documents and the validity and binding effect thereof. As to
any facts
<PAGE>
Avis Rent A Car, Inc.
March 17, 1998
Page 3
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company, Cendant
and others.
Members of our firm are admitted to the Bar of the States of Delaware and
New York, and we do not express any opinion as to the laws of any other
jurisdiction other than the laws of the United States of America to the extent
referred to specifically herein.
Based upon and subject to the foregoing, we are of the opinion that when
(i) the 462 (b) Registration Statement becomes effective; (ii) 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 share par value of the Common Stock as contemplated
by the Underwriting Agreement, 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 an
exhibit to the 462 (b) Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the 462 (b) 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
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of Avis Rent A Car, Inc. on
Form S-1 of our report dated January 29, 1998 (February 20, 1998 as to Note 19),
appearing in the Prospectus, which is part of this Registration Statement and of
our report dated January 29, 1998 (February 20, 1998 as to Note 19) relating to
the financial statement schedule appearing elsewhere in this Registration
Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Deloitte & Touche LLP
New York, New York
March 12, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated November 22, 1996, with respect to the financial
statements of The First Gray Line Corporation included in the Registration
Statement and related Prospectus of Avis Rent A Car, Inc. dated March 17, 1998.
/s/ Ernst & Young LLP
Los Angeles, California
March 12, 1998
