AVIS GROUP HOLDINGS INC
8-K, 2000-07-18
AUTO RENTAL & LEASING (NO DRIVERS)
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                        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

                                  July 18, 2000

                                (Date of Report)

                            AVIS GROUP HOLDINGS, 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, New York        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.       ACQUISITION OR DISPOSITION 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 July 14, 2000,  Avis Group  Holdings,  Inc.  filed with the
                  Secretary of State of Delaware a  Certificate  of Amendment to
                  its Restated  Certificate of  Incorporation  to reclassify its
                  existing   Common  Stock  as  Class  A  Common   Stock.   This
                  Certificate  was  adopted  by the  Board of  Directors  of the
                  Registrant and approved by the  stockholders of the Registrant
                  at  their  2000  Annual  Meeting.   Upon  the  filing  of  the
                  Certificate  of Amendment  with the  Secretary of State,  each
                  share of the Registrant's  Common Stock issued and outstanding
                  immediately  prior  to such  filing  was  reclassified  as and
                  converted  into one share of Class A Common Stock.  The shares
                  of Class A Common Stock have the same rights,  preferences and
                  privileges   as  the   shares  of  Common   Stock   previously
                  authorized.

     ITEM 6.      RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                  Not applicable

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

                  Not applicable

     ITEM 8.      CHANGE IN FISCAL YEAR.

                  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 GROUP HOLDINGS, INC.
                                          (Registrant)

     Date:  July 18, 2000                 By:/s/ Kevin M. Sheehan
                                             --------------------
                                          Kevin M. Sheehan
                                          President - Corporate and Business
                                          Affairs and Chief Financial Officer



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