AVIS RENT A CAR INC
8-K, 1998-12-24
AUTO RENTAL & LEASING (NO DRIVERS)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                      PURSUANT TO SECTON 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                December 24, 1998
                                (Date of Report)


                              AVIS RENT A CAR, INC.
             (Exact Name Of Registrant As Specified In Its Charter)


     DELAWARE                1-13315                            11-3347585
(State of Incorporation)     (Commission File Number)       (I.R.S. Employer 
                                                           Identification No.)


     900 Old Country Road
     Garden City, NY                                      11530
(Address of Principal Executive Offices)                  (Zip Code)


        Registrant's telephone number, including area code: (516)222-3000


<PAGE>


ITEM 1.           CHANGES IN CONTROL OF REGISTRANT.

                  Not applicable

ITEM 2.           ACQUISITON OR DISPOSTION OF ASSETS.

                  Not applicable

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP.

                  Not applicable

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

                  Not applicable

ITEM 5.           OTHER EVENTS.

                  On December 16, 1998, Avis Rent A Car, Inc.  announced that R.
                  Craig Hoenshell,  Chairman and Chief Executive  Officer of the
                  Registrant,  will  step  down  from  these  offices  effective
                  December  31,  1998 but will  continue  to be  employed by the
                  Registrant in an advisory  capacity.  Mr.  Hoenshell will also
                  remain a director of the Registrant. The Board of Directors of
                  the  Registrant  has named Martin L. Edelman,  a current Board
                  member,  the  acting  Chairman  on an  interim  basis  until a
                  successor is appointed by the Board.

ITEM 6.           RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                  Not applicable

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 
                  AND EXHIBITS.

                  Reference is made to the News Release of Avis Rent A Car, Inc.
                  filed as an Exhibit hereto, which information is incorporated
                  herein by reference.

ITEM 8.           CHANGE IN FISCAL YEAR.

                  Not applicable

ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

                  Not applicable

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                                    AVIS RENT A CAR, INC.
                                                    (Registrant)

Date: December 24, 1998                             By:  
                                                    ----------------------------
                                                    Kevin M. Sheehan
                                                    Executive Vice President and
                                                    Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

News Release of Avis Rent A Car, Inc. dated December 16, 1998.

<PAGE>

GARDEN CITY, N.Y.,  December 16, 1998 -- Avis Rent A Car, Inc. (NYSE: AVI) today
announced that R. Craig Hoenshell will step down as chairman and chief executive
officer of the company.  He will remain an employee of Avis, serving the company
in an advisory  capacity,  and will remain on the Avis board of  directors.  The
Board has named  Martin L.  Edelman,  an Avis  Board  member,  to serve as Avis'
chairman on an interim basis. Mr. Edelman is of counsel at Battle Fowler LLP.

Mr.  Hoenshell  said,  "At the time I came to Avis in March,  1997,  the company
faced some serious challenges and I set certain goals. Today, I feel those goals
have been largely  accomplished and so I am stepping down. We have  successfully
led the  company  through  its  transition  from an  employee  owned  company to
publicly traded company and we have overseen five consecutive  quarters in which
earnings  exceeded  Wall Street  estimates.  We have  successfully  instituted a
series of programs  designed to strengthen  Avis'  workforce and the position of
the company in the marketplace.  And we have successfully  dealt with charges of
discrimination against the company. I look forward to continuing my relationship
with Avis, helping to guide the company through this transition period."

Mr. Edelman said, "We are grateful for Craig's  contributions  to Avis. A search
for Craig's  successor  is already  underway.  We are looking for a CEO who will
lead Avis to even greater success and realize the company's long-term potential.
Following a record 3rd  quarter,  Avis  continues to show  improved  revenue and
earnings over the prior year. The 4th quarter results are anticipated to meet or
exceed the company's previous expectations."

Prior to joining Avis,  Mr.  Hoenshell,  54, was  president of American  Express
International and also served as president of American Express Travelers Cheques
and American Express Centurion Bank.  Before American Express,  he spent 7 years
as a  principal  and senior  executive  of First  Data  Resources,  Inc.,  which
provides back office data  processing  services to financial  institutions  that
issue debit and credit cards. The company was sold to American Express in 1980.

Avis Rent A Car, Inc., with locations in the United States,  Canada,  Australia,
New Zealand,  Argentina,  Puerto Rico and the U.S.  Virgin Islands is one of the
leading  rental car  companies  in the world.  Annually,  the company  completes
approximately   15  million   rental   transactions   with  a  fleet   averaging
approximately 200,000 vehicles, generating over $2.3 billion in total revenue.

Certain matters  discussed in the news release that are not historical facts are
forward-looking  statements that are made pursuant to the safe harbor provisions
of the  Private  Securities  Litigation  Reform  Act of 1995.  Forward-  looking
statements  involve risks and uncertainties  including the impact of competitive
products and pricing, changing market conditions, the ability of the company and
its vendors to complete the necessary  actions to achieve a Year 2000 conversion
for its computer systems and  applications;  and other risks which were detailed
from  time to time in the  company's  publicly-filed  documents,  including  its
annual  report on Form 10-K for the  period  ended  December  31,  1997.  Actual
results  may differ  materially  from  those  projected.  These  forward-looking
statements represent the company's judgment as of the date of this release.


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