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) November 20, 1996
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 10 pages.
The Exhibit Index is on page 3 .
<PAGE>
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 Union
National Bank (formerly First Fidelity Bank, National
Association), as Trustee (the "Indenture"). On November 20,
1996, Hertz offered for sale $150,000,000 principal amount of
6.30% Senior Notes due November 15, 2006, 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 6.30% Senior Notes due November 15, 2006,
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: November 26, 1996
<PAGE>
Exhibit Index
Exhibit No. Description Page
4 Form of 6.30% Senior Notes due 4 - 10
November 15, 2006 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 BF 5 $150,000,000
THE HERTZ CORPORATION
6.30% Senior Note due November 15, 2006
Original Issue Date: November 25, 1996
Interest Payment Dates: May 15 and November 15
Maturity Date: November 15, 2006
Interest Rate: 6.30%
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 May 15, 1997. 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 May 1 or the November 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 Union National
Bank (formerly 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 6.30% Senior Notes due
November 15, 2006 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 entitled to any sinking fund.
This Note may be repaid on November 15, 2002, at the option of
the Holder, at 100% of its principal amount, together with
accrued interest to November 15, 2002. In order for the Holder
to exercise this option, this Note, with the "Option to Elect
Repayment" form on the reverse hereof duly completed by the
Holder, must be received by the Company at the office of the
Trustee at 230 South Tryon Street, Charlotte, North Carolina
28288 (or at such other address of which the Company shall from
time to time notify the Holder of this Note) not earlier than
October 16, 2002 nor later than October 31, 2002. If less than
the entire principal amount of this Note is to be repaid, the
principal amount of this Note to be repaid, in increments of
$1,000, and the denomination or denominations of the Note or
Notes to be issued to the Holder for the portion of the principal
amount of this Note surrendered that is not to be repaid must be
specified. This Note may not be repaid in part if, following
such repayment, the unpaid principal amount of this Note would be
less than $1,000. Exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.
The Notes are not redeemable by the Company prior to maturity
unless $10,000,000 or less of the aggregate principal amount of
the Notes are outstanding, in which case the Notes are redeemable
at the option of the Company at any time on or after November 15,
2002, in whole but not in part, on at least 30 days and not more
than 60 days prior notice at a redemption price of 100% of the
principal amount thereof plus accrued interest thereon to the
Redemption Date.
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.
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: November 25, 1996
THE HERTZ CORPORATION
By:__________________________
Chairman of the Board
[SEAL]
Attest: _____________________
Secretary
Dated: November 25, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein, issued under
the Indenture described herein.
FIRST UNION NATIONAL BANK (formerly First Fidelity Bank, National
Association), as Trustee
By:_______________________
Authorized Officer<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby requests and instructs the Company to
repay this Note (or the portion thereof specified below) pursuant
to its terms on November 15, 2002 at a price equal to the
principal amount thereof, together with interest accrued to the
date of repayment, to the undersigned at
_________________________________________________________________
_________________________________________________________________
(Please Print or Typewrite Name and Address of the Undersigned)
For this Note to be repaid, this Note, with this "Option to
Elect Repayment" form duly completed by the Holder, must be
received by the Company at the office of the Trustee at 230 South
Tryon Street, Charlotte, North Carolina 28288, Attention: _______
______________________ (or at such other address of which the
Company shall from time to time notify the Holders of the Notes)
not earlier than October 16, 2002 nor later than October 31,
2002. The exercise of this "Option to Elect Repayment" is
irrevocable unless waived by the Company.
If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be in increments
of $1,000) which the Holder elects to have repaid: $ ;
and specify the denomination or denominations (which shall be in
increments of $1,000) of the Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any
such specification, one such Note will be issued for the portion
not being repaid): $ .
Date: ________________ ____________________________
Note: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of this Note
in every particular without
alteration or enlargement.
Holder's Tax I.D.
Number:_____________________
