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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2000
REGISTRATION NO. 1-15421
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 7
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ANC RENTAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
DELAWARE 65-0957875
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 SOUTH ANDREWS AVENUE 33301
FORT LAUDERDALE, FLORIDA (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
(954) 320-4000
(Registrant's Telephone Number, Including Area Code)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock,
par value $.01 per share
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ANC RENTAL CORPORATION
CROSS-REFERENCE SHEET BETWEEN THE INFORMATION STATEMENT ATTACHED TO THIS
DOCUMENT AS
ANNEX A AND ITEMS OF FORM 10
I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED BY REFERENCE
INTO
THE REGISTRATION STATEMENT ON FORM 10
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ITEM
NO. ITEM CAPTION LOCATION IN INFORMATION STATEMENT
---- ------------ ---------------------------------
<S> <C> <C>
1. Business................................... Summary; Management's Discussion and
Analysis of Financial Condition and Results
of Operations; and Business
2. Financial Information...................... Summary; Capitalization; Selected Financial
Data; Unaudited Consolidated Pro Forma
Financial Statements; and Management's
Discussion and Analysis of Financial
Condition and Results of Operations
3. Properties................................. Business
4. Security Ownership of Certain Beneficial
Owners and Management...................... Management
5. Directors and Executive Officers........... Management
6. Executive Compensation..................... Management
7. Certain Relationships and Related
Transactions............................... Summary; The Spin-off; Management; and
Certain Relationships and Related
Transactions.
8. Legal Proceedings.......................... Business
9. Market Price of and Dividends on the
Registrant's Common Equity and Related
Stockholder Matters........................ Summary; The Spin-off; and Description of
Capital Stock
11. Description of Registrant's Securities to
be Registered.............................. Description of Capital Stock
12. Indemnification of Directors and
Officers................................... Management
13. Financial Statements and Supplementary
Data....................................... Summary; Unaudited Consolidated Pro Forma
Financial Statements; and Consolidated
Financial Statements
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II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
10. Recent Sales of Unregistered Securities
None
14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None
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15. Financial Statements and Exhibits.
(a) Financial Statements and Financial Statement Schedules.
The following financial statements are included in the Information
Statement and filed as a part of this Registration Statement on Form 10:
(1) Unaudited Consolidated Pro Forma Financial Statements of ANC Rental;
and
(2) Consolidated Financial Statements of ANC Rental.
The following financial statement schedule for the years ended December 31,
1999, 1998 and 1997 is filed with this report:
II -- Valuation and Qualifying Accounts
(b) Exhibits.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
2.1 Form of Separation and Distribution Agreement to be entered
into by and between AutoNation and ANC Rental.
3.1 Form of Amended and Restated Certificate of Incorporation of
ANC Rental.
3.2 Form of Amended and Restated Bylaws of ANC Rental.
4.1 Form of Specimen Stock Certificate of ANC Rental common
stock.
4.2 Master Motor Vehicle Lease and Servicing Agreement dated as
of February 26, 1999 among National Car Rental System, Inc.,
as lessee, National Car Rental Financing Limited
Partnership, as lessor, and AutoNation, Inc., as guarantor
(incorporated by reference to Exhibit 4.1 to AutoNation's
Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1999).
4.3 Series 1999-1 Supplement dated as of February 26, 1999
between National Car Rental Financing Limited Partnership
("NFLP"), and The Bank of New York, as Trustee (the
"Trustee") to the Base Indenture, dated as of April 30, 1996
between NFLP and the Trustee, as amended by the supplement
and amendment to the Base Indenture, dated as of December
20, 1996, between NFLP and the Trustee (incorporated by
reference to Exhibit 4.2 to AutoNation's Quarterly Report on
Form 10-Q for the Quarter ended March 31, 1999).
4.4 Base Indenture dated as of February 26, 1999 between ARG
Funding Corp. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.3 to AutoNation's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999).
4.5 Series 1999-1 Supplement dated as of February 26, 1999
between ARG Funding Corp. and The Bank of New York, as
Trustee to the ARG Base Indenture (incorporated by reference
to Exhibit 4.4 to AutoNation's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1999).
4.6 Third Amended and Restated Master Collateral Agency
Agreement dated as of February 26, 1999 among National Car
Rental System, Inc., Alamo Rent-A-Car, Inc. and Spirit
Rent-A-Car, Inc. d/b/a CarTemps USA, Alamo Financing, L.P.,
National Car Rental Financing Limited Partnership and
CarTemps Financing, L.P., as lessor grantors, AutoNation,
Inc., as master servicer and Citibank, N.A., as master
collateral agent (incorporated by reference to Exhibit 4.5
to AutoNation's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1999).
4.7 Form of Reimbursement Agreement to be entered into by and
between AutoNation and ANC Rental.
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S> <C>
5.1 Form of Opinion of Akerman, Senterfitt & Eidson, P.A. as to
the validity of the securities to be distributed.
10.1 Form of Tax Sharing Agreement to be entered into by and
between AutoNation and ANC Rental.
10.2 Form of Transitional Services Agreement to be entered into
by and between AutoNation and ANC Rental.
10.3 Letter Agreement between Alamo Rent-A-Car, Inc. and General
Motors Corporation dated November 18, 1997 (incorporated by
reference to Exhibit 10.25 to AutoNation's Annual Report on
Form 10-K for the year ended December 31, 1997).
10.4 Letter Agreement between National Car Rental System, Inc.
and General Motors Corporation dated November 18, 1997
(incorporated by reference to Exhibit 10.26 to AutoNation's
Annual Report on Form 10-K for the year ended December 31,
1997).
10.5 Letter Agreement between National Car Rental System, Inc.
and General Motors Corporation dated December 16, 1998
(incorporated by reference to Exhibit 10.22 to AutoNation's
Annual Report on Form 10-K for the year ended December 31,
1998).
10.6 Letter Agreement between Alamo Rent-A-Car, Inc. and General
Motors Corporation dated December 16, 1998 (incorporated by
reference to Exhibit 10.23 to AutoNation's Annual Report on
Form 10-K for the year ended December 31, 1998).
10.7 Form of Lease Agreement by and between ANC Rental and
AutoNation.
10.8 Form of Lease Agreement by and between ANC Rental and
AutoNation.
10.9* Employment Agreement with Dennis M. Custage.
10.10 Form of ANC Rental Corporation Stock Option Plan
10.11 Form of Employee Stock Purchase Plan
21.1 Subsidiaries of ANC Rental.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included with
Exhibit 5.1).
27.1* Financial Data Schedule for the Year Ended December 31, 1999
(For SEC use only).
27.2* Financial Data Schedule for the Year Ended December 31, 1998
(For SEC use only).
27.3* Financial Data Schedule for the Year Ended December 31, 1997
(For SEC use only).
99.1 Information Statement, preliminary and subject to
completion, dated as of June 6, 2000, attached to this
Registration Statement as Annex A.
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* Previously filed
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
To ANC Rental Corporation:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of ANC Rental Corporation and subsidiaries
included in this registration statement and have issued our report thereon dated
January 26, 2000 (except with respect to the matters discussed in Note 4 and
Note 18, as to which the date is June 2, 2000). Our audit was made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The schedule included under Item 15(a) is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
January 26, 2000 (except with
respect to the matters discussed in
Note 4 and Note 18, as to which the
date is June 2, 2000).
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ANC RENTAL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II
(IN MILLIONS)
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<CAPTION>
BALANCE
AT ADDITIONS BALANCE
BEGINNING CHARGED TO AT END
CLASSIFICATIONS OF YEAR INCOME DEDUCTIONS OTHER OF YEAR
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Allowance for doubtful accounts:
1999..................................... $28.5 $49.0 $(30.9)(2) $ -- $46.6
1998..................................... 28.8 15.0 (16.0)(2) .7(1) 28.5
1997..................................... 9.2 7.0 (3.3)(2) 15.9(1) 28.8
Restructuring reserves:
1999..................................... 19.5 40.5 (8.0)(4) (18.8)(3) 33.2
1998..................................... 41.9 -- (18.7)(4) (3.7)(3) 19.5
1997..................................... 9.5 78.0 (28.1)(4) (17.5)(3) 41.9
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(1) Allowance of acquired businesses.
(2) Accounts written off.
(3) Primarily asset write-offs.
(4) Primarily cash payments of costs associated with restructuring activities.
<PAGE> 7
III. SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 7 to Registration
Statement on Form 10 to be signed on its behalf by the undersigned, thereunto
duly authorized.
ANC RENTAL CORPORATION
By: /s/ MICHAEL S. KARSNER
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Michael S. Karsner
President and Chief Executive
Officer
Date: June 5, 2000
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AutoNation(TM) LOGO
Dear AutoNation Stockholder:
In an effort to maximize stockholder value, AutoNation, Inc. intends to
focus primarily on its automotive retail business. In order to achieve this
focus, AutoNation has determined to separate its automotive rental business from
its automotive retail business. The result will be two independent public
companies: AutoNation, Inc., which will continue to own and operate the
automotive retail business, and ANC Rental Corporation, which will own and
operate Alamo-Rent-A-Car, National Car Rental and CarTemps USA.
The separation of the automotive rental business will be accomplished
through a tax-free spin-off of ANC Rental. In the spin-off, all of the
outstanding shares of ANC Rental common stock will be distributed to AutoNation
stockholders. As a result, you will receive one share of ANC Rental common stock
for every eight shares of AutoNation common stock that you hold at the close of
business on June 16, 2000. The spin-off will not affect your ownership of
AutoNation common stock.
We urge you to read carefully the enclosed Information Statement that
explains the proposed spin-off in detail and provides important information
regarding ANC Rental. Please note that a stockholder vote is not required in
connection with this matter, and holders of AutoNation's common stock are not
required to take any action to participate in the spin-off. Therefore, we are
not asking you for a proxy.
We are happy to have you as a stockholder during this very exciting time
for our company. AutoNation and ANC Rental will each have great new
opportunities as independent companies and we remain committed to having each
company be a leader in its industry.
Very truly yours,
H. Wayne Huizenga
Chairman
AutoNation, Inc.
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ANC RENTAL CORPORATION LOGO
Dear ANC Rental Corporation Stockholder:
We welcome you as a "founding" stockholder of ANC Rental Corporation, which
will be publicly traded for the first time on or about June 30, 2000. You will
become an owner of one share of our common stock for every eight shares of
AutoNation, Inc. common stock that you own at the close of business on June 16,
2000. We have applied to list our common stock on the Nasdaq National Market,
and we expect that our common stock will trade on Nasdaq under the ticker symbol
"ANCX."
ANC Rental owns and operates Alamo Rent-A-Car, National Car Rental, and
CarTemps USA. Alamo primarily serves the leisure traveler. National primarily
serves the frequent business traveler. Together, Alamo and National are among
the nation's largest on-airport or near-airport providers of rental vehicles.
Alamo and National also provide vehicle rental services in 69 countries
worldwide. CarTemps USA serves the domestic replacement rental market
principally from suburban locations. Combined, our worldwide operations
generated in excess of $3.5 billion in revenue in 1999.
This is a very exciting time, and we are enthusiastic about what the future
holds for our new, independent public company. Congratulations on becoming one
of the "founding" stockholders of ANC Rental Corporation.
Very truly yours,
Michael S. Egan
Chairman-Elect
ANC Rental Corporation
