<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 11-K
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number ________________
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and address
of its principal executive office:
The Hertz Corporation
225 Brae Boulevard, Park Ridge, New Jersey 07656-0713
<PAGE> 2
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
FINANCIAL STATEMENTS
Period from July 1, 1999 (Inception) to December 31, 1999
CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits as of December 31, 1999 2
Statement of Changes in Net Assets Available for Plan Benefits
for the period from July 1, 1999 (Inception) to December 31, 1999 3
Notes to Financial Statements 4-5
</TABLE>
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Committee
The Hertz Corporation
Employee Stock Purchase Plan:
In our opinion, the accompanying Statement of Net Assets Available for Plan
Benefits and the related Statement of Changes in Net Assets Available for Plan
Benefits present fairly, in all material respects, the net assets available for
plan benefits of The Hertz Corporation Employee Stock Purchase Plan (the "Plan")
at December 31, 1999, and the related changes in net assets available for plan
benefits for the period from July 1, 1999 (inception) to December 31, 1999 in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Florham Park, New Jersey
August 10, 2000
1
<PAGE> 4
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Participants' deposits due from The Hertz Corporation $1,125,776
----------
Total assets $1,125,776
----------
LIABILITIES
Stock purchase payable $1,125,776
----------
Total liabilities $1,125,776
----------
Net Assets Available for Plan Benefits $ --
==========
</TABLE>
The accompanying notes are an integral part of this statement.
2
<PAGE> 5
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
PERIOD FROM JULY 1, 1999 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
<S> <C>
ADDITIONS:
Participants' contributions $ 2,188,137
DEDUCTIONS:
Contributions used for Stock Purchase (2,188,137)
-----------
Net change --
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period --
-----------
End of period $ --
===========
</TABLE>
The accompanying notes are an integral part of this statement.
3
<PAGE> 6
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The Hertz Corporation Employee Stock Purchase Plan (the "Plan") was adopted by
the Board of Directors of The Hertz Corporation (the "Company") on February 2,
1999 for the purpose of providing eligible employees of the Company and certain
designated affiliated companies with an opportunity to purchase Class A Common
Stock of the Company through accumulated payroll deductions. An eligible
employee is one who is employed to work for at least twenty hours per week and
has been continuously employed as an employee for three or more months on a
given enrollment date. Eligible employees may contribute in whole percentages
between 1% and 10% of their compensation. Shares are purchased at 85% of the
closing price at the end of each quarterly offering period. The fair market
value of the stock available for purchase by an eligible employee may not exceed
$25,000 per calendar year. The maximum number of shares of the Company's Class A
Common Stock available for purchase under the Plan is 400,000, plus an annual
addition, as needed, for ten years beginning in the year 2000, or until the Plan
is terminated, whichever is earlier.
The Plan is administered by the Pension and Welfare Plan Administration
Committee appointed by the Company's Board of Directors. Although it has not
expressed any intent to do so, the Company reserves the right to terminate the
Plan by action of its Board, in its sole direction, for whatever reason it may
deem appropriate.
The Plan's custodian and recordkeeper is First Chicago Trust Division of
EquiServe ("EquiServe"). Once Class A Common Stock is purchased, the shares are
credited to participants' individual accounts at EquiServe. Participants own and
are entitled to the shares of Class A Common Stock credited to their individual
account.
These financial statements have been prepared for the period from July 1, 1999
(inception) to December 31, 1999. Unless otherwise specified, all references to
a period in the financial statements are for this period.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The transactions of the Plan, including participant contributions, are accounted
for on the accrual basis of accounting. The Company does not make contributions
to the Plan.
Administrative expenses incurred by the Plan are paid by the Company.
NOTE 3 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan's management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates and
assumptions.
4
<PAGE> 7
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - STOCK PURCHASE PAYABLE
As of December 31, 1999, the Plan was obligated to purchase approximately 26,423
shares of the Company's Class A Common Stock on behalf of the participants. The
liability is reflected in the accompanying statement of Net Assets Available for
Plan Benefits as Stock purchase payable. The market value of the Company's Class
A Common Stock on December 31, 1999 (the last trading day of the quarter) was
$50.125 per share. The Class A Common Stock was purchased and distributed
directly to the participants' accounts in January 2000.
NOTE 5 - FEDERAL INCOME TAXES
The Plan does not pay federal income taxes and is intended to qualify as an
Employee Stock Purchase Plan under Section 423 of the Internal Revenue Code.
Plan participants recognize no taxable income at the time of purchase of shares.
However, both ordinary income and a capital gain or capital loss may be realized
upon disposition of shares by participants. In addition, the Company recognizes
a tax deduction for the ordinary income that has been taxed at the individual
level.
5
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HERTZ CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Donald F. Steele
----------------------
Donald F. Steele
Senior Vice President,
Employee Relations
August 11, 2000
6
