SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 16, 2001
THE HERTZ CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7541 13-1938568
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
225 Brae Boulevard, Park Ridge, NJ 07656-0713
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 307-2000
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ITEM 5. OTHER EVENTS
On January 16, 2001, The Hertz Corporation, a Delaware corporation
("Hertz"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
by and among Hertz, Ford Motor Company ("Ford"), Ford FSG, Inc. ("Parent") and
Ford FSG II, Inc. ("Merger Sub").
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. On January 16, 2001, Hertz and Ford issued a
joint press release announcing the execution of the Merger Agreement, and Hertz
issued a separate earnings release. The press releases are attached hereto as
Exhibits 99.1 and 99.2 respectively and are incorporated herein by reference.
Pursuant to the Merger Agreement, within fifteen business days of the
execution of the Merger Agreement, Parent will commence a tender offer (the
"Offer") for any and all of the outstanding shares of Class A Common Stock, par
value $0.01 per share, of Hertz (the "Shares"), at a purchase price of $35.50
per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase, which
will be mailed to stockholders at the commencement of the Offer, and in the
related Letter of Transmittal.
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the Delaware General Corporation Law (the "DGCL"), Merger Sub will be merged
with and into Hertz (the "Merger"), with Hertz being the surviving corporation,
and at the effective time of the Merger each Share outstanding (other than
Shares owned by Ford, Parent, any of their subsidiaries, Hertz or any of its
subsidiaries, and Shares held by stockholders, if any, who did not vote in favor
of the Merger Agreement and who comply with all of the relevant provisions of
Section 262 of the DGCL relating to dissenters' rights of appraisal) will be
converted into the right to receive the Offer Price in cash or any greater
amount per Share paid pursuant to the Offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
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10.1 Agreement and Plan of Merger, dated as of January 16, 2001,
by and among Hertz, Ford Motor Company, Ford FSG, Inc. and
Ford FSG II, Inc.
99.1 Joint Press Release of Ford Motor Company and The Hertz
Corporation, dated January 16, 2001 (incorporated by reference
to the joint press release filed by The Hertz Corporation with
the Securities and Exchange Commission under cover of Schedule
14D-9 on January 16, 2001).
99.2 Press Release of The Hertz Corporation, dated January 16, 2001
(incorporated by reference to the press release filed by The
Hertz Corporation with the Securities and Exchange Commission
under cover of Schedule 14D-9 on January 16, 2001).
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: January 17, 2001
THE HERTZ CORPORATION
By: /s/ Harold E. Rolfe
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Name: Harold E. Rolfe
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 10.1 Agreement and Plan of Merger, dated as of January 16, 2001, by
and among Hertz, Ford Motor Company, Ford FSG, Inc. and
Ford FSG II, Inc.
Exhibit 99.1 Joint Press Release of Ford Motor Company and The Hertz
Corporation, dated January 16, 2001 (incorporated by reference to
the joint press release filed by The Hertz Corporation with the
Securities and Exchange Commission under cover of Schedule 14D-9
on January 16, 2001).
Exhibit 99.2 Press Release of The Hertz Corporation, dated January 16, 2001
(incorporated by reference to the press release filed by The Hertz
Corporation with the Securities and Exchange Commission under
cover of Schedule 14D-9 on January 16, 2001).
