UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Republic Industries, Inc.
-------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
760516104
---------
(CUSIP Number)
Kathryn L. Taylor Paul Daugerdas
Crowe & Dunlevy Altheimer & Gray
321 South Boston Avenue-Suite 500 10 South Wacker Drive
Tulsa, OK Chicago, IL 60606
(918) 592-9800 (312) 715-4000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 1997
-------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /_/.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
<PAGE>
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 760516104 13D Page 3
1 NAME OF REPORTING PERSON
Santa Anna Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 4
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Lobeck, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 3,297,937
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
2,973,244
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,367,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 5
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alvin E. Swanner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,491,943
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
5,842,749
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,561,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kathryn L. Taylor
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 3,195,921
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
2,871,227
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,921
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. Keogh Plan,
UTA Charles Schwab & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 8
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Lobeck, Jr. IRA Contributory
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 9
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Peake Graham Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Margaret Nicholson Lobeck Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 11
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Catherine Frame Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 84,355
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
75,785
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,355
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 12
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sleepy Lagoon Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,389,926
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
5,740,732
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,389,926
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 13
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brion Properties
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 4,792,923
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
4,305,979
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,792,923
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 14
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swanner 1995 Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 4,792,923
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
4,305,979
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,792,923
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.4%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 15
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Archer McWhorter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,491,943
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
5,842,749
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,561,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 16
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
7700 Properties, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 69,869
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
69,869
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,869
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 17
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emerald Investors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 18
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney G. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 958,692
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
862,823
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
958,692
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 760516104 13D Page 19
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Gustman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 760516104 13D Page 20
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Aton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 760516104 13D Page 21
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Car Rental, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 634,454
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
571,009
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,454
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 22
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
National Car Rental of Oklahoma City, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 70,543
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
63,489
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,543
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 23
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dale E. Ritter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 35,271
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
31,744
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,271
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 24
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry E. Ritter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 35,271
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
31,744
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,271
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 25
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary Jane Ritter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 35,271
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
31,744
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,271
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 26
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cline Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 70,543
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
63,489
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,543
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 27
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricia Mack-Tucker
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 70,543
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
63,489
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,543
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 28
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph Lunkess
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,921
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
6,229
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,921
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 29
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Midwest Car Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 352,499
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
317,249
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
352,499
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/_/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Items 2, 5, 6 and 7 of the schedule on Form 13D filed pursuant to
Rule 13d-1 under Section 13(d) of the Securities Exchange Act on March 6,
1997 (the "Initial Schedule") are amended by adding to such items the
information set forth below.
Item 2. Identity and Background.
-----------------------
National Car Rental, Inc., National Car Rental of Oklahoma City,
Inc., Dale E. Ritter, Larry A. Ritter, Mary Jane Ritter, Cline Tucker,
Patricia Mack-Tucker, Midwest Car Corporation and Joseph Lunkess are added to
the list of Reporting Persons.
National Car Rental, Inc. is an Arizona corporation, its principal
place of business and principal office are located at 1402 South 22nd Street,
Phoenix, Arizona 84034, and it is principally engaged in leasing automobiles.
National Car Rental of Oklahoma City, Inc. is an Oklahoma
corporation, its principal place of business and principal office are located
at 7100 Terminal Drive, Box 962, Oklahoma City, Oklahoma 73159, and it is
principally engaged in leasing automobiles.
Dale E. Ritter's business address is 1501 Sumner Avenue, Allentown,
Pennsylvania 18102 and his principal occupation is President of Ruhe Motor
Corporation.
Larry A. Ritter's business address is 1501 Tilghman Street,
Allentown, Pennsylvania 18102 and his principal occupation is Sales Manager
of Ruhe Motor Corporation.
Mary Jane Ritter's principal occupation is homemaker and her home
address is 3232 Oxford Circle South, Allentown, PA 18104.
Cline Tucker's business address is 22946 U.S. 20 West, South Bend,
Indiana 46628 and his principal occupation is President of T&M Auto Leasing
d/b/a National Car Rental.
Patricia Mack-Tucker's business address is 22946 U.S. 20 West,
South Bend, Indiana 46628 and her principal occupation is Secretary/Treasurer
of T&M Auto Leasing d/b/a National Car Rental.
Midwest Car Corporation is a Wisconsin corporation, its principal
place of business is and principal office are located at 222 Lawe Street,
P.O. Box 560, Kaukauna, Wisconsin 54130-0560, and it is principally engaged
in leasing automobiles.
Joseph Lunkess's business address is Lunkess & Associates, 811 Park
Avenue, Wilmette, Illinois 60091 and his principal occupation is investment
banker.
Custodianship of William E. Lobeck, Jr. IRA Contributory (formerly
Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA Contributory, UTA
<PAGE>
Charles Schwab & Co., Inc.) (the "Lobeck IRA") has been transferred from
Charles Schwab & Co., Inc. to Goldman, Sachs & Co.
All of the natural persons named above are United States citizens.
During the last five years, none of the Reporting Persons named above (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Through June 30, 1997 Emerald Investors, L.L.C. ("Emerald"),
distributed an aggregate of 2,164,194 shares of Common Stock to its members
(the "Emerald Members") in accordance with the following schedule:
Member Shares
- ------ -------
National Car Rental, Inc. . . . . . . . . . . . . . . . . . . . . 634,454
National Car Rental of
Oklahoma City, Inc . . . . . . . . . . . . . . . . . . . . . 70,543
Dale E. Ritter . . . . . . . . . . . . . . . . . . . . . . . . . 35,271
Larry A. Ritter and
Mary Jane Ritter . . . . . . . . . . . . . . . . . . . . . . 35,271
Cline Tucker and
Patricia Mack-Tucker. . . . . . . . . . . . . . . . . . . . 70,543
Joseph Lunkess . . . . . . . . . . . . . . . . . . . . . . . . . 6,921
Rodney G. Smith . . . . . . . . . . . . . . . . . . . . . . . . . 958,692
Midwest Car Corporation . . . . . . . . . . . . . . . . . . . . . 352,499
Of the 2,164,194 distributed shares, 384,235 shares are subject to
the transaction discussed in Item 6.
National Car Rental, Inc. beneficially owns 571,009 shares of Common
Stock over which it holds sole voting and sole disposition power, and an
additional 63,446 shares of Common Stock placed in escrow pursuant to the
Share Exchange Agreement over which it holds sole voting power.
National Car Rental of Oklahoma City, Inc. beneficially owns 63,489
shares of Common Stock over which it holds sole voting and sole disposition
power, and an additional 7,054 shares of Common Stock placed in escrow pursuant
to the Share Exchange Agreement over which it holds sole voting power.
Dale E. Ritter beneficially owns 31,744 shares of Common Stock over
which he holds sole voting and sole disposition power, and an additional 3,527
shares of Common Stock placed in escrow pursuant to the Share Exchange
Agreement over which he holds sole voting power.
Each of Larry A. Ritter and Mary Jane Ritter beneficially own, as
joint tenants with right of survivorship, the same 31,744 shares of Common
Stock over which each holds shared voting and disposition power, and an
additional 3,527 shares of Common Stock placed in escrow pursuant to the
Share Exchange Agreement over which each holds shared voting power.
<PAGE>
Each of Cline Tucker and Patricia Mack-Tucker beneficially own,
as joint tenants with right of survivorship, the same 63,489 shares of
Common Stock over which each holds shared voting and disposition power,
and an additional 7,054 shares of Common Stock placed in escrow pursuant
to the Share Exchange Agreement over which each holds shared voting power.
Joseph Lunkess beneficially owns 6,229 shares of Common Stock over
which he holds sole voting and disposition power, and an additional 692
shares of Common Stock placed in escrow pursuant to the Share Exchange
Agreement over which he holds sole voting power.
Midwest Car Corporation beneficially owns 317,249 shares of Common
Stock over which it holds sole voting and disposition power, and an additional
35,250 shares of Common Stock placed in escrow pursuant to the Share Exchange
Agreement over which it holds sole voting power.
Rodney G. Smith beneficially owns 862,863 shares of Common Stock
over which he holds sole voting and disposition power, and an additional
95,869 shares of Common Stock placed in escrow pursuant to the Share Exchange
Agreement over which he holds sole voting power.
As a result of the distribution discussed above, Emerald
beneficially owns no shares of Common Stock.
The Reporting Persons hold a total of 21,711,807 shares of
Common Stock, constituting 6.2% of the total number of outstanding shares
of Common Stock (based on information provided in the Issuer's March 20,
1997 Prospectus). For the specific percentages of the total number of
shares of Common Stock constituted by the amounts reported as beneficially
owned by the Reporting Persons, see Item 11 on each cover page.
By virtue of their various other inter-relationships and other
factors, some of the Reporting Persons may be deemed to be beneficial owners
of shares beneficially owned by some of the other Reporting Persons. Except
as expressly set forth above and in the Initial Schedule, the Reporting
Persons hereby disclaim any such beneficial ownership.
By virtue of their having acted together in negotiating and executing
the terms of the Transaction some of the Reporting Persons may be deemed to be
members of a group for the purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended. In addition, certain of the
Reporting Persons may from time to time cooperate in arranging hedging and/or
sale transactions with third parties. The Reporting Persons hereby disclaim
that any such group exists.
To the best knowledge of each of the Reporting Persons, except as
disclosed in this amendment and the Initial Schedule, none of the Reporting
Persons and no other person named in Item 2 has beneficial ownership of, or
has engaged in any transaction during the past 60 days in, any shares of the
Common Stock.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Certain shares of Common Stock (the "Subject Shares") held by certain
Reporting Persons listed below (the "Subject Stockholders") are subject to
forward purchase contracts, each dated May 29, 1997 (the "Purchase Agreements"),
between each Subject Stockholder and Automatic Common Exchange Security
Trust II (the "Trust"), pursuant to which holders (the "Holders") of $1.55
Trust Automatic Common Exchange Securities (the "Trust Securities"), which
were registered in a public offering pursuant to the Securities Act of 1933, as
amended, will be required to exchange each Trust Security for between 0.8333
and one Subject Share (subject to certain adjustments, as applicable) on May 15,
2000 (or upon earlier settlement in connection with an acceleration event) (the
"Exchange Date") or cash or certain other collateral in lieu thereof in certain
circumstances. In connection with the Purchase Agreements, the Subject Shares
have been pledged to a collateral agent for the benefit of the Holders pursuant
to collateral agreements, each dated May 29, 1997 (the "Collateral Agreements"),
among each Subject Stockholder, The Bank of New York, as Collateral Agent, and
the Trust.
Pursuant to the Purchase Agreements and the Collateral Agreements,
until the Exchange Date, each Subject Stockholder retains full voting and
disposition power with respect to its Subject Shares.
Each Subject Stockholder and its number of Subject Shares are set
forth in the schedule below.
Subject Stockholder Subject Shares
- ------------------- --------------
Brion Properties . . . . . . . . . . . . . . . . . . . 2,351,688
Elizabeth Catherine Frame Trust . . . . . . . . . . . . 61,000
Elizabeth Peake Graham Trust . . . . . . . . . . . . . 280,250
Margaret Nicholson Lobeck Trust . . . . . . . . . . . . 280,250
William E. Lobeck, Jr. . . . . . . . . . . . . . . . . 663,292
William E. Lobeck, Jr.
IRA Contributing(1) . . . . . . . . . . . . . . . . 280,250
National Car Rental, Inc. . . . . . . . . . . . . . . . 317,227
National Car Rental of Oklahoma City, Inc. . . . . . . 35,273
Dale E. Ritter . . . . . . . . . . . . . . . . . . . . 8,813
Larry A. Ritter and Mary Jane Ritter . . . . . . . . . 8,813
Sleepy Lagoon, Ltd. . . . . . . . . . . . . . . . . . . 3,183,333
Alvin E. Swanner . . . . . . . . . . . . . . . . . . . 831,645
Kathryn L. Taylor . . . . . . . . . . . . . . . . . . . 1,618,292
Cline Tucker and Patricia Mack-Tucker . . . . . . . . . 14,109
- --------------------
(1) Goldman, Sachs & Co. as custodian. Shares transferred from Charles
Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA Contributory.
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Joint Filing Agreement and Power of Attorney, dated
March 6, 1997, among the Reporting Persons
(excluding all Emerald Investors except Rodney G.
Smith) (incorporated by reference from the Schedule
13D filed by the Reporting Persons with the
Securities and Exchange Commission on March 6,
1997).
2. Joint Filing Agreements and Powers of Attorney,
dated variously, by the Emerald Investors (except
Rodney G. Smith).
3. Purchase Agreements between each Subject Stockholder
and the Trust, each dated May 29, 1997 (incorporated
by reference from the Registration Statement on Form
N-2 (Securities Act File No. 333-22289; Investment
Company Act File No. 811-0869) filed by the Issuer
and declared effective by the Securities and
Exchange Commission on May 29, 1997) (the "Trust
Registration Statement").
4. Collateral Agreements among each Subject
Stockholder, the Trust, and the Bank of New York, as
Collateral Agent, each dated May 29, 1997
(incorporated by reference from the Trust
Registration Statement).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief I
certify that the information set forth in this statement is true, complete
and correct.
Dated: August 19, 1997
SANTA ANNA HOLDINGS, INC.
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
William E. Lobeck, Jr.
WILLIAM E. LOBECK, JR.
/s/ William E. Lobeck, Jr.*
------------------------------------------
ALVIN E. SWANNER
/s/ Alvin E. Swanner*
------------------------------------------
KATHRYN L. TAYLOR
/s/ Kathryn L. Taylor
------------------------------------------
CHARLES SCHWAB & CO., INC. FBO:
WILLIAM E. LOBECK, JR., KEOGH PLAN UTA
CHARLES SCHWAB & CO., INC.
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
William E. Lobeck, Jr.
WILLIAM E. LOBECK, JR. IRA CONTRIBUTORY
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
William E. Lobeck, Jr.
ELIZABETH PEAKE GRAHAM TRUST
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
William E. Lobeck, Jr., as Trustee
<PAGE>
MARGARET NICHOLSON LOBECK TRUST
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
William E. Lobeck, Jr., as Trustee
ELIZABETH CATHERINE FRAME TRUST
By: /s/ Kathryn L. Taylor
------------------------------------------
Kathryn L. Taylor, as Trustee
SLEEPY LAGOON LTD.
By: /s/ Archer McWhorter*
------------------------------------------
Archer McWhorter, as General Partner
BRION PROPERTIES
By: Swanner 1995 Trust, as General Partner
By: /s/ Alvin E. Swanner*
------------------------------------------
Alvin E. Swanner, as Trustee
ALVIN E. SWANNER
/s/ Alvin E. Swanner*
------------------------------------------
ARCHER McWHORTER
/s/ Archer McWhorter*
------------------------------------------
7700 PROPERTIES, L.L.C
By: /s/ William E. Lobeck, Jr.*
------------------------------------------
EMERALD INVESTORS, L.L.C.
By: /s/ Rodney G. Smith*
------------------------------------------
Rodney G. Smith, as Administrative
Officer
<PAGE>
RODNEY G. SMITH
/s/ Rodney G. Smith*
------------------------------------------
CHARLES ATON
/s/ Charles Aton*
------------------------------------------
JAMES GUSTMAN
/s/ James Gustman*
------------------------------------------
SWANNER 1995 TRUST
/s/ Alvin Swanner*
------------------------------------------
By: Alvin Swanner, as Trustee
* /s/ Kathryn L. Taylor
------------------------------------------
Kathryn L. Taylor, as agent
and attorney-in-fact
NATIONAL CAR RENTAL, INC.
By: /s/ Charles J. Aton**
-------------------------------------
President
NATIONAL CAR RENTAL OF OKLAHOMA
CITY, INC.
By: /s/ Jerry Bugg**
-------------------------------------
President
DALE E. RITTER
/s/ Dale E. Ritter**
------------------------------------------
LARRY A. RITTER
/s/ Larry A. Ritter**
------------------------------------------
<PAGE>
MARY JANE RITTER
/s/ Mary Jane Ritter**
------------------------------------------
CLINE TUCKER
/s/ Cline Tucker**
------------------------------------------
PATRICIA MACK-TUCKER
/s/ Patricia Mack-Tucker**
------------------------------------------
JOSEPH LUNKESS
/s/ Joseph Lunkes**
------------------------------------------
MIDWEST CAR CORPORATION
By: /s/ James A. Gustman**
------------------------------------------
President
** /s/ Paul M. Daugerdas
------------------------------------------
Paul M. Daugerdas, as agent and
attorney-in-fact
EXHIBIT 2
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 30th day of June, 1997.
MIDWEST CAR CORPORATION
By: /s/ James A. Gustman
--------------------
Its:President
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 2nd day of July, 1997.
/s/ Dale E. Ritter
----------------------
DALE E. RITTER
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 2nd day of July, 1997.
/s/ Larry A. Ritter
---------------------------------
LARRY A. RITTER
/s/ Mary Jane Ritter
---------------------------------
MARY JANE RITTER
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 5th day of August, 1997.
/s/ Cline Tucker
----------------------------------
CLINE TUCKER
/s/ Patricia Mack-Tucker
--------------------------------
PATRICIA MACK-TUCKER
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 24th day of July, 1997.
/s/ Joseph C. Lunkeos
----------------------
JOSEPH LUNKEOS
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 28th day of July, 1997.
NATIONAL CAR RENTAL OF OKLAHOMA CITY, INC.
By: /s/ Jerry Bugg
----------------------------
Its: President
State of
-------------------
County of
-------------------
---------------------
Notary Public
<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made,
constituted and appointed, and by these presents does make, constitute and
appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead to execute, acknowledge, deliver and
file any and all filings required by Section 13 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to Schedules 13D and any amendments
thereto, hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.
The validity of this Power of Attorney shall not be affected in any
manner by reason of the execution, at any time, of other powers of attorney
by the undersigned in favor of persons other than the attorney-in-fact named
herein.
WITNESS THE EXECUTION HEREOF this 28th day of June, 1997.
NATIONAL CAR RENTAL, INC.
By: /s/ Charles J. Aton
----------------------------
Its: President
State of
-------------------
County of
-------------------
---------------------
