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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY , 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE HERTZ CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 13-1938568
(State or other jurisdiction of incorporation
or organization) (I.R.S. Employer Identification No.)
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Address and zip code of principal executive
offices)
</TABLE>
THE HERTZ CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
(Full Title of the Plan)
PAUL M. TSCHIRHART, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Name and Address of Agent For Service)
201-307-2000
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Class A Common Stock
$.01 par value
per share 1,150,000 Shares $33.1875 $30,177,094 $9,145
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(1) Based on the market price of the Class A Common Stock of the registrant on
July 28, 1997 in accordance with Rule 457(c) under the Securities Act of
1933.
(2) This amount is the sum of (a) the aggregate option price of 869,500 shares
of Class A Common Stock of the registrant subject to options granted under
the Long-Term Equity Compensation Plan of the registrant and outstanding on
July 28, 1997, with an option price of $24.00, and (b) the assumed aggregate
option price of the 280,500 remaining shares of Class A Common Stock being
registered, based on the market price of Class A Common Stock of the
registrant on July 28, 1997, in accordance with Rule 457(h) under the
Securities Act of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The registrant's latest annual report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") which contains, either directly or indirectly by
incorporation by reference, audited financial statements for the
registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant's
annual report on Form 10-K referred to in (a) above.
(c) The description of the registrant's Class A Common Stock contained
in Registration Statement No. 333-22517, as amended, filed by the
registrant under the Securities Act of 1933 (the "Securities Act").
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The registrant's Class A Common Stock is registered under Section 12(b) of
the Exchange Act and thus, this item is not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any person who was
or is a party, or is threatened to be made a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors against
expenses (including attorney's fees) in connection with the defense or
settlement of an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise
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in the defense of any action referred to above, the corporation must indemnify
him or her against the expenses which such officer or director actually and
reasonably incurred.
In accordance with Delaware Law, the Restated Certificate of Incorporation
of the registrant provides that no director shall be personally liable to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
except for liability (i) for any breach of the director's duty of loyalty to the
registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock purchases or redemptions,
or (iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the rights of the
registrant and its stockholders to recover monetary damages against a director
for breach of fiduciary duty as a director including any such breaches resulting
from gross negligence.
Pursuant to underwriting agreements filed as exhibits to registration
statements relating to underwritten offerings of securities, the underwriters
parties thereto have agreed to indemnify each officer and director of the
registrant and each person, if any, who controls the registrant within the
meaning of the Securities Act, against certain liabilities, including
liabilities under the Securities Act.
The directors and officers of the Company are covered by directors' and
officers' insurance policies relating to Ford Motor Company and its
subsidiaries.
The Restated Certificate of Incorporation of the registrant provides for
indemnification of the officers and directors of the registrant to the full
extent permitted by applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------------------
<C> <S>
4(a) Form of The Hertz Corporation Long-Term Equity Compensation Plan Filed as
Exhibit 10(p) to Amendment No. 2 to the registrant's Registration Statement
No. 333-22517 and incorporated herein by reference.
* 23 Consent of Coopers & Lybrand L.L.P.
* 24 Powers of Attorney.
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*Filed with this Registration Statement
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Borough of Park Ridge, State of New Jersey, on this 31st day
of July, 1997.
THE HERTZ CORPORATION
By: /s/ WILLIAM SIDER
------------------------------------
William Sider
Title: Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE(S) DATE
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<C> <S> <C>
/S/ FRANK A. OLSON* Chairman of the Board, Chief July 31, 1997
- ------------------------------------- Executive Officer and Director
(Frank A. Olson) (Principal Executive Officer)
/S/ CRAIG R. KOCH* President, Chief Operating Officer July 31, 1997
- ------------------------------------- and Director
(Craig R. Koch)
/S/ WILLIAM SIDER Executive Vice President, Chief July 31, 1997
- ------------------------------------- Financial Officer and Director
(William Sider) (Principal Financial Officer)
/S/ RICHARD J. FOTI Controller July 31, 1997
- ------------------------------------- (Principal Accounting Officer)
(Richard J. Foti)
/S/ JOHN M. DEVINE* Director July 31, 1997
- -------------------------------------
(John M. Devine)
/S/ PETER J. PESTILLO* Director July 31, 1997
- -------------------------------------
(Peter J. Pestillo)
/S/ LOUIS C. BURNETT* Director July 31, 1997
- -------------------------------------
(Louis C. Burnett)
/S/ JOSEPH A. WALKER* Director July 31, 1997
- -------------------------------------
(Joseph A. Walker)
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*By signing his name hereto, William Sider signs this document on behalf of each
of the persons indicated above pursuant to powers of attorney duly executed by
such persons.
By: /s/ WILLIAM SIDER
- --------------------------------------
(Attorney-in-Fact)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
4(a) Form of The Hertz Corporation Long-Term Equity Compensation Plan Filed as
Exhibit 10(p) to Amendment No. 2 to the registrant's Registration Statement No.
333-22517 and incorporated herein by reference.
*23 Consent of Coopers & Lybrand L.L.P.
*24 Powers of Attorney
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*Filed herewith.
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of The Hertz Corporation on Form S-8 (File No. 333- ) of our report dated
January 24, 1997, except for Note 14, as to which the date is March 13, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of The Hertz Corporation as of December 31, 1996 and 1995, and for each
of the three years ended December 31, 1996, which report is included in the 1996
Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
July 30, 1997
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EXHIBIT 24
POWER OF ATTORNEY WITH RESPECT TO REGISTRATION
STATEMENTS COVERING CLASS A COMMON STOCK OF
THE HERTZ CORPORATION FOR ISSUANCE UNDER
THE HERTZ CORPORATION LONG-TERM EQUITY COMPENSATION PLAN
Each of the undersigned, an officer and/or director of THE HERTZ
CORPORATION (the "Corporation"), does hereby constitute and appoint Frank A.
Olson, Craig R. Koch, William Sider and Robert H. Rillings, and each of them,
severally, attorney-in-fact and agent of the undersigned, to execute, in his
name (whether on behalf of the Corporation, or as an officer or director of the
Corporation, or by attesting the seal of the Corporation, or otherwise), any and
all instruments which said attorney and agent may deem necessary or advisable in
order to enable the Corporation and its subsidiaries to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in connection with a
Registration Statement or Registration Statements and any and all amendments
(including post-effective amendments) thereto relating to the issuance of Class
A Common Stock under The Hertz Corporation Long-Term Equity Compensation Plan,
as authorized by the Board of Directors of the Corporation on July 30, 1997,
including specifically but without limitation thereto, power and authority to
sign his name (whether on behalf of the Corporation, or as an officer or
director of the Corporation, or by attesting the seal of the Corporation, or
otherwise) to such a Registration Statement or Registration Statements and to
such amendments to be filed with the Commission, or any of the exhibits,
financial statements and schedules, or the Prospectuses, filed therewith, and to
file the same with the Commission; and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Any one of said attorneys and agents
shall have, and may exercise, all the powers hereby conferred.
IN WITNESS WHEREOF, each of the undersigned has signed his name hereto as
of July 30, 1997.
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<S> <C>
/s/ LOUIS C. BURNETT /s/ FRANK A. OLSON
- ------------------------------------------ ------------------------------------------
(Louis C. Burnett) (Frank A. Olson)
/s/ JOHN M. DEVINE /s/ PETER J. PESTILLO
- ------------------------------------------ ------------------------------------------
(John M. Devine) (Peter J. Pestillo)
/s/ CRAIG R. KOCH /s/ WILLIAM SIDER
- ------------------------------------------ ------------------------------------------
(Craig R. Koch) (William Sider)
/s/ JOSEPH A. WALKER
------------------------------------------
(Joseph A. Walker)
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