<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
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 (I.R.S. Employer Identification No.)
or Organization)
225 BRAE BOULEVARD
PARK RIDGE, NEW JERSEY 07656-0713
(Address and Zip Code of Principal Executive Offices)
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THE HERTZ CORPORATION
LONG-TERM EQUITY COMPENSATION PLAN
(Full Title of the Plan)
HAROLD E. ROLFE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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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<CAPTION>
======================================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================
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 2,650,000
per share Shares $39.67 $105,125,500 $27,753
======================================================================================================
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(1) Based on the market price of the Class A Common Stock of the registrant at
which employee stock options have been granted and the market price of the
Class A Common Stock of the registrant on March 15, 2000 computed in
accordance with Rule 457(c) and (h) under the Securities Act of 1933.
(2) This amount is the sum of (a) the aggregate option price of 2,630,740 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 March
15, 2000, with a weighted average option price of $39.75, and (b) the assumed
aggregate option price of the 19,260 remaining shares of Class A Common Stock
being registered, based on the market price of Class A Common Stock of the
registrant on March 15, 2000, in accordance with Rule 457(c) and (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.
Page 1 of 8 pages
The Exhibit Index is on page 5
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INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENTS
The contents of Registration Statement No. 333-32543 are incorporated
herein by reference.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
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4(a) Form of The Hertz Corporation Long-Term Equity Compensation Plan,
Amended and Restated as of August 25, 1997, filed as Exhibit 4(a)
to the registrant's Amendment No. 1 to Form S-8 on August 28,
1997 and incorporated herein by reference.
*5 Opinion of Harold E. Rolfe, Senior Vice President, General
Counsel and Secretary of The Hertz Corporation, with respect to
the legality of the securities being registered hereunder.
*23 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney.
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- -----------------------------------------------
*Filed with this Registration Statement
Page 2 of 8 pages
<PAGE> 3
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 20th day
of March, 2000.
THE HERTZ CORPORATION
By: /s/ PAUL J. SIRACUSA
----------------------------------
Paul J. Siracusa
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
- --------- -------- ----
<S> <C> <C>
/s/ CRAIG R. KOCH President and Chief
- --------------------------- Executive Officer
(Craig R. Koch) (Principal Executive Officer) March 20, 2000
/s/ PAUL J.SIRACUSA Executive Vice President and
- --------------------------- Chief Financial Officer
(Paul J. Siracusa) (Principal Financial Officer) March 20, 2000
/s/ RICHARD J. FOTI Controller
- --------------------------- (Principal Accounting
(Richard J. Foti) (Officer) March 20, 2000
/s/ FRANK A.OLSON
- ---------------------------
(Frank A. Olson) Chairman of the Board March 20, 2000
*
- ---------------------------
(W. Wayne Booker) Director March 20, 2000
*
- ---------------------------
(Louis C. Burnett) Director March 20, 2000
*
- ---------------------------
(Michael T.Monahan) Director March 20, 2000
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Page 3 of 8 pages
<PAGE> 4
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<S> <C> <C> <C>
*
- --------------------------
(Peter J. Pestillo) Director March 20, 2000
*
- --------------------------
(John M. Rintamaki) Director March 20, 2000
*
- --------------------------
(John M. Thompson) Director March 20, 2000
*
- --------------------------
(Joseph A. Walker) Director March 20, 2000
</TABLE>
*By signing his name hereto, Paul J. Siracusa signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By: /s/ PAUL J. SIRACUSA
----------------------------
(Attorney-in-Fact)
Page 4 of 8 pages
<PAGE> 5
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4(a) Form of The Hertz Corporation Long-Term Equity Compensation
Plan, Amended and Restated as of August 25, 1997, filed as
Exhibit 4(a) to the registrant's Amendment No. 1 to Form S-8
on August 28, 1997.
*5 Opinion of Harold E. Rolfe, Senior Vice President, General
Counsel and Secretary of The Hertz Corporation, with respect
to the legality of the securities being registered hereunder.
*23 Consent of PricewaterhouseCoopers LLP.
*24 Powers of Attorney.
</TABLE>
*Filed herewith.
Page 5 of 8 pages
<PAGE> 1
EXHIBIT 5
March 20, 2000
The Hertz Corporation
225 Brae Boulevard
Park Ridge, New Jersey 07656
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the "Registration
Statement"), filed by The Hertz Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with respect to 2,650,000 shares of
Class A Common Stock, par value $.01 per share of the Company (the "Class A
Common Stock"), relating to the Company's Long-Term Equity Compensation Plan
(the "Plan").
As Senior Vice President, General Counsel and Secretary of the Company, I am
familiar with the Certificate of Incorporation and By-Laws of the Company and
with its affairs, including the action taken by the Company in connection with
the Plan. I have also examined such other documents and instruments and have
made such further investigation as I have deemed necessary or appropriate in
connection with this opinion.
Based upon the foregoing, it is my opinion that:
(1) The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Delaware.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the shares of Class A Common Stock being registered under the
Registration Statement, and all such shares of Class A Common Stock, when issued
and delivered pursuant to the Company's Certificate of Incorporation and the
Plan, and when the Registration Statement shall have become effective, will be
legal and will be fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission issued thereunder.
Very truly yours,
/s/ HAROLD E. ROLFE
---------------------
(Harold E. Rolfe)
Senior Vice President, General Counsel
and Secretary
Page 6 of 8 pages
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of The Hertz Corporation on Form S-8 (File No. 333- ) of our report dated
January 18, 2000, on our audits of the consolidated financial statements and
financial statement schedule of The Hertz Corporation as of December 31, 1999
and 1998, and for each of the three years in the period ended December 31, 1999,
which report is included in the 1999 Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
March 20, 2000
Page 7 of 8 pages
<PAGE> 1
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 Craig R. Koch, Paul J.
Siracusa 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 March 13, 2000, 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 March 13, 2000.
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/s/ W. WAYNE BOOKER /s/ PETER J. PESTILLO
------------------------------------ ----------------------------------------
(W. Wayne Booker) (Peter J. Pestillo)
/s/ LOUIS C. BURNETT /s/ JOHN M. RINTAMAKI
------------------------------------ ----------------------------------------
(Louis C. Burnett) (John M. Rintamaki)
/s/ CRAIG R. KOCH /s/ JOHN M. THOMPSON
------------------------------------ ----------------------------------------
(Craig R. Koch) (John M. Thompson)
/s/ MICHAEL T. MONAHAN /s/ JOSEPH A. WALKER
------------------------------------ ----------------------------------------
(Michael T. Monahan) (Joseph A. Walker)
/s/ FRANK A. OLSON
------------------------------------
(Frank A. Olson)
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Page 8 of 8 pages
