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
Date of Report (Date of earliest event reported) October 15, 1993
THE HERTZ CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 1-7541 13-1938568
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
225 Brae Boulevard, Park Ridge, New Jersey 07656-0713
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 307-2000
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 9 pages.
The Exhibit Index is on page 3 .
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Item 5. Other Events.
An exhibit is filed herewith in connection with the Registration
Statement on Form S-3 (File No. 33-39145) filed by The Hertz Corporation
("Hertz"), with the Securities and Exchange Commission covering Senior
and Senior Subordinated Debt Securities issuable under an Indenture
dated as of April 1, 1986, as supplemented by the First Supplemental
Indenture dated as of April 2, 1990, between Hertz and Chemical Bank, as
successor trustee to Manufacturers Hanover Trust Company, as Trustee
(the "Senior Indenture") or an Indenture dated as of June 1, 1989,
between Hertz and The Bank of New York, as Trustee (the "Senior
Subordinated Indenture"). On October 15, 1993, Hertz offered for sale
$100,000,000 principal amount of 6-3/8% Senior Notes due October 15,
2005, which were issued under the Senior Indenture. The exhibit
consists of the form of such Notes.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS
(4) Form of 6-3/8% Senior Notes due October 15, 2005, issued by
Hertz under the Senior Indenture.
SIGNATURE
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.
THE HERTZ CORPORATION
(Registrant)
By: /s/ Leo A. Massad Jr.
Leo A. Massad, Jr.
Staff Vice President
and Controller
(Principal Accounting Officer)
Dated: February 3, 1994
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Exhibit Index
Exhibit No. Description Page
4 Form of 6-3/8% Senior Notes due 4 - 9
October 15, 2005, issued by Hertz
under the Senior Indenture.
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EXHIBIT 4
REGISTERED REGISTERED
NUMBER HERTZ $
R THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
ORIGINAL ISSUE DATE: October 20, 1993
MATURITY DATE: October 15, 2005
INTEREST PAYMENT DATES: April 15 and October 15
INTEREST RATE: 6 3/8%
THE HERTZ CORPORATION, a Delaware corporation (hereinafter called
the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises
to pay to
CUSIP 428040 AY 5
,or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, except as provided on the reverse
hereof, and to pay interest thereon at the rate per annum shown above.
The Company will pay interest semi-annually on the Interest Payment
Dates, commencing with April 15, 1994. Interest on this Note will
accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from the Original Issue Date shown above.
The Interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the April 1 or the October 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Company, notice whereof shall be given to
holders of Notes not less than 15 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange upon which
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture. Payment of the
principal of and interest on this Note will be made at the office or
agency of the Company maintained for that purpose in New York, New York
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HERTZ
THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
(the Place of Payment), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security
Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee under such Indenture, this Note shall not be entitled to
any benefit under such Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed manually or in facsimile, and a facsimile of its corporate
seal to be imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein,
issued under the Indenture described herein.
CHEMICAL BANK,
as Trustee
By Authorized Officer
THE HERTZ CORPORATION
By: /s/ F.A. Olson
Chairman of the Board
Attest: /s/ Sally W. Staebler
Secretary
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
This Note is one of a duly authorized issue of securities of
the Company (herein referred to as the "Securities") evidencing its
unsecured indebtedness, of the series hereinafter specified, all
issued under and pursuant to an indenture, dated as of April 1,
1986 (herein referred to as the "Indenture"), duly executed and
delivered by the Company and Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), Trustee (hereinafter called
the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and Holders of the
Securities. The Securities may be issued in one or more series,
which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any,
at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase
or analogous funds, if any, may be subject to different covenants
and Events of Default and may otherwise vary as in the Indenture
provided. This Note is one of a series designated as the 6 3/8%
Senior Notes due October 15, 2005 of the Company (herein referred
to as the "Notes"), limited except as provided in the Indenture to
the aggregate principal amount of One Hundred Million Dollars
($100,000,000).
The Notes are not redeemable prior to maturity and are not
entitled to any sinking fund.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject
to the conditions provided in the Indenture. The Indenture
provides that in certain events such declaration and its
consequences may be waived by the Holders of a majority in
aggregate principal amount of the Notes then Outstanding. Any such
waiver by the Holder of this Note (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note
issued upon the transfer hereof or in exchange or substitution
herefor, irrespective of whether or not any notation of such waiver
is made upon this Note or such other Notes.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of all Outstanding
Securities or, in certain cases, of the Outstanding Securities of
each series to be affected, evidenced as in the Indenture provided,
to execute supplemental indentures adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any
manner the rights of the Holders of the Securities of each such
series; provided, however, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of, or any
installment of principal or interest on, any Security, or reduce
the principal amount thereof or the rate of interest, if any,
thereon, or any premium payable upon the redemption thereof, or
reduce the amount of the principal of a Discounted Security that
would be due and payable upon a declaration of the Maturity
thereof, or change the Place of Payment, or change the coin or
currency in which any Security or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof (or, in the
case of redemption, on or after the Redemption Date) or (ii) reduce
the percentage in principal amount of the Outstanding Securities or
the Outstanding Securities of any particular series, the consent of
whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver of
compliance with certain provisions of the Indenture or certain
defaults thereunder or their consequences provided for in the
Indenture. It is also provided in the Indenture that prior to the
acceleration of maturity of the Securities of any particular series
upon the occurrence of an Event of Default with respect to such
series as permitted by the Indenture, the Holders of a majority in
aggregate principal amount of the Securities of such series at the
time Outstanding may on behalf of the Holders of all of the
Securities of such series waive any past default under the
Indenture with respect to Securities of such series and its
consequences, except a default in the payment of the principal of
or premium, if any, or interest, if any, on any of the Securities
of such series. Any such consent or waiver by the Holder of this
Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders
and owners of this Note and of any Note issued upon transfer hereof
or in exchange or substitution herefor, irrespective of whether or
not any notation of such consent or waiver is made upon this Note
or such other Notes.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the time, place and rate,
and in the coin or currency, herein and in the Indenture
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable by the Holder hereof on the Security Register of the
Company, upon due presentment of this Note for registration of
transfer at the office of the Security Registrar, or at the office
of any Security Co-Registrar duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to, the Company
and the Security Registrar or any such Security Co-Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without
coupons in denominations of $1000 and any integral multiple
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for new Notes
of any authorized denominations of the same aggregate principal
amount as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment for registration of transfer, the
Company, the Trustee, the Security Registrar, any Security Co-
Registrar and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the absolute owner
hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Trustee, the Security Registrar, any
Security Co-Registrar nor any such agent shall be affected by
notice to the contrary.
The Holder of this Note shall not have recourse for the
payment of principal of or interest on this Note or for any claim
based on this Note or the Indenture against any director, officer
or stockholder, past, present, or future, of the Company. By
acceptance of this Note, the Holder waives any such claim against
any such Person.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
The Indenture and this Note shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
Please print or typewrite name and address of assignee
the within Note and hereby does irrevocably constitute and appoint
Attorney
to transfer said Note on the books of the within-mentioned Company,
with full power of substitution in premises.
Dated
NOTICE: The signature to this
assignment must correspond with the
name as written upon the face of the
Note in every particular, without
alteration or enlargement or any
change whatever.
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