HANCOCK JOHN MUTUAL LIFE INSURANCE CO / MA
SC 13G, 1997-01-14
Previous: HELEN OF TROY LTD, 10-Q, 1997-01-14
Next: AK STEEL HOLDING CORP, S-4, 1997-01-14



                                                                               
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                              INITIAL SCHEDULE 13G






                    Under the Securities Exchange Act of 1934



                             Team Rental Group, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)
                              Class A Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)
                                    878156108
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



Check here if a fee is being paid with this  statement:  (A fee is not  required
only if the  filing  person:  (1) has a  previous  statement  on file  reporting
beneficial  ownership  of more than  five  percent  of the  class of  securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).













                                PAGE 1 OF 4 PAGES

<PAGE>



- ---------------------                                      ---------------------
CUSIP No.   878156108                 13G                  Page  2  of  4  Pages
- ---------------------                                      ---------------------

- --------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          John Hancock Mutual Life Insurance Company
          I.R.S. No. 04-1414660
- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a)  |_|
                                                                        (b)  |_|
          N/A
- --------------------------------------------------------------------------------
   3      SEC USE ONLY

- --------------------------------------------------------------------------------
   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          Commonwealth of Massachusetts

- --------------------------------------------------------------------------------
                      5     SOLE VOTING POWER
    Number of
     Shares                 1,245,640

                   -------------------------------------------------------------
  Beneficially        6     SHARED VOTING POWER
    Owned by
      Each                  -0-

                   -------------------------------------------------------------
    Reporting         7     SOLE DISPOSITIVE POWER
     Person
      With                  1,245,640

                   -------------------------------------------------------------
                      8     SHARED DISPOSITIVE POWER

                            -0-

- --------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,245,640

- --------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

          N/A
- --------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          10.0%

- --------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON*

          IC, BD, IA

- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
                                PAGE 2 OF 4 PAGES


<PAGE>


         The original  statement  shall be signed by each person on whose behalf
the  statement is filed or his  authorized  representative.  If the statement is
signed  on behalf of a person by his  authorized  representative  other  than an
executive  officer or general  partner of the  filing  person,  evidence  of the
representative's  authority to sign on behalf of such person shall be filed with
the  statement,  provided,  however,  that a power of attorney  for this purpose
which is already on file with the Commission may be  incorporated  by reference.
The name and any title of each person who signs the statement  shall be typed or
printed beneath his signature.

Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.

     Attention:  Intentional  misstatements  or  omissions  of  fact  constitute
Federal criminal violations (See 18 U.S.C. 1001)


      Item 1(a)    Name of Issuer:
                   Team Rental Group, Inc.

      Item 1(b)    Address of Issuer's Principal Executive Offices:
                   125 Basin Street
                   Suite 210
                   Daytona, FL   32114

      Item 2(a)    Name of Person Filing:
                   This filing is made on behalf of John Hancock  Mutual Life
                   Insurance Company ("JHMLICO").

     Item 2(b)    Address of the Principal Offices:
                  The  principal  business  office of  JHMLICO is located at
                  John Hancock Place, P.O. Box 111, Boston, MA 02117.

     Item 2(c)    Citizenship:
                  JHMLICO  is  organized  and  exists  under the laws of the
                  Commonwealth of Massachusetts.

     Item 2(d)    Title of Class of Securities:
                  Class A Common Stock

     Item 2(e)    CUSIP Number:
                  878156108

     Item 3      If the Statement  is being  filed  pursuant  to  Rule 13d-1(b),
                 or 13d-2(b), check whether the person filing is a:

                 JHMLICO:  (a) (X) Broker or Dealer registered under ss.15 of 
                                   the Act.

                           (c) (X) Insurance Company as defined in ss.3(a)(19) 
                                   of the Act.

                           (e) (X) Investment Adviser registered under ss.203 of
                                   the Investment Advisers Act of 1940.


     Item 4      Ownership:

                 (a)   Amount Beneficially Owned:  JHMLICO has direct 
                       beneficial ownership of 1,245,640 shares of Class A 
                       Common Stock through its ownership in the Issuer's 7.0%
                       Convertible Subordinated Notes, convertible immediately.

                 (b)   Percent of Class:  10.0% of the combined shares
                       outstanding of the Class A and the Class B Common Stock 
                       issues which vote as a single class.

                                PAGE 3 OF 4 PAGES
<PAGE>

                 (c)   (i)    sole power to vote or to direct the vote:
                              JHMLICO has sole power to vote or to direct the 
                              vote of the 1,245,640 shares as discussed in Item
                              4(a) above.

                       (ii)   shared power to vote or to direct the vote:    -0-

                       (iii)  sole power to dispose or to direct the 
                              disposition:
                              JHMLICO has sole power to dispose or to direct 
                              the disposition of the 1,245,640 shares as 
                              discussed in Item 4(a) above.

                       (iv)   shared power to dispose or to direct the 
                              disposition of:     -0-

     Item 5       Ownership of Five Percent or Less of a Class:
                  Not applicable.

     Item 6       Ownership of More than Five Percent on Behalf of Another 
                  Person:
                  Not applicable.

     Item 7       Identification and Classification of the Subsidiary which  
                  Acquired the Security Being Reported on by the Parent Holding 
                  Company:
                  Not applicable.

     Item 8       Identification and Classification of Members of the Group:
                  Not applicable.

     Item 9       Notice of Dissolution of a Group:
                  Not applicable.

     Item 10      Certification:
                  By signing below the undersigned certifies that, to the best 
                  of its knowledge and belief, the securities referred to above 
                  were acquired in the ordinary course of business and were not
                  acquired for the purpose of and do not have the effect of 
                  changing or influencing the control of the issuer of such  
                  securities and were not acquired in connection with or as a  
                  participant in any transaction having such purpose or effect.


                                    SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.

                                John Hancock Mutual Life Insurance Company

                                By:     /s/ Margaret M. Stapleton
                                Name:   Margaret M. Stapleton
Dated: January 13, 1997         Title:  Vice President and Senior Credit Officer



                                PAGE 4 OF 4 PAGES




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission