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) June 20, 1995
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. 33-54183) filed by The Hertz
Corporation ("Hertz"), with the Securities and Exchange Commission
covering Debt Securities issuable under an Indenture dated as of
December 1, 1994, between Hertz and First Fidelity Bank, National
Association, as Trustee (the "Indenture"). On June 20, 1995, Hertz
offered for sale $150,000,000 principal amount of 6.70% Senior
Notes due June 15, 2002, to be issued under the Indenture. The
exhibit filed herewith includes the form of such Senior Notes.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS.
(4) Form of 6.70% Senior Notes due June 15, 2002, to be
issued by Hertz under the 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: June 30, 1995
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Exhibit Index
Exhibit No. Description Page
4 Form of 6.70% Senior Notes due 4 - 9
June 15, 2002, to be issued by
Hertz under the Indenture.
<PAGE>
Exhibit 4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE
SECURITIES DEPOSITORY OR BY THE SECURITIES DEPOSITORY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
No. 00001
CUSIP 428040 BD 0 $150,000,000
THE HERTZ CORPORATION
6.70% Senior Note due June 15, 2002
Original Issue Date: June 27, 1995
Interest Payment Dates: June 15 and December 15
Maturity Date: June 15, 2002
Interest Rate: 6.70%
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 CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED FIFTY MILLION DOLLARS (the "Principal
Amount") on the Maturity Date shown above, except as provided
below, and to pay interest thereon at the rate per annum shown
above. The Company will pay interest semiannually on the Interest
Payment Dates, commencing with December 15, 1995. 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 June 1 or the December 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.
In the event this Global Note is surrendered in exchange for
Notes in definitive form, principal and interest payable with
respect to Notes in definitive form will be payable at the office
or agency of the Company maintained for that purpose in New York,
New York (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 payable with respect to such Notes in
definitive form, 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.
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 December 1,
1994, (herein referred to as the "Indenture"), duly executed and
delivered by the Company and First Fidelity Bank, National
Association, as 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 6.70% Senior Notes due June 15, 2002 of
the Company (herein referred to as the "Notes"), limited except as
provided in the Indenture to the aggregate principal amount of One
Hundred Fifty Million Dollars ($150,000,000).
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.
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 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.
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. If (x) the
Securities Depository is at any time unwilling or unable to
continue as securities depository and a successor depository is not
appointed by the Company within 60 days, (y) the Company executes
and delivers to the Trustee a Company Order to the effect that this
Note shall be exchangeable or (z) an Event of Default has occurred
and is continuing with respect to the Notes, this Note shall be
exchangeable for Notes in definitive form of like tenor and of an
equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be
registered in such name or names as the Securities Depository shall
instruct the Trustee. If definitive Notes are so delivered, the
Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such
definitive Notes.
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.
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 but not defined in this Note which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
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.
<PAGE>
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: June 27, 1995
THE HERTZ CORPORATION
By:__________________________
Chairman of the Board
[SEAL] Attest: _____________________
Secretary
Dated: June 27, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein, issued under
the Indenture described herein.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION, as Trustee
By:_______________________
Authorized Officer
