Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TEAM RENTAL GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
878156108
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(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box 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
disclosures provided in a prior cover page.
The information required on 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).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D Amendment No. 1(continued)
CUSIP No. 878156108 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 429,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100,000
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10 SHARED DISPOSITIVE POWER
429,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
529,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Team Rental Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
125 Basin Street
Suite 210
Daytona Beach, FL 32114
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns no shares of the issuer directly.
As General Partner of Baron Capital Partners, L.P. ("BCP")
an investment partnership, he directed the purchase of
100,000 shares for the account of the BCP for an aggregate
purchase price of $928,000. Those shares were paid for
by cash assets in the BCP's account and by margin borrowings
pursuant to the standard margin agreement of Spear, Leeds & Kellogg.
An additional 305,000 shares were purchased for an aggregate purchase
price of $3,271,012 for the accounts of two investment companies
registered under the Investment Company Act of 1940, Baron Asset Fund
and Baron Growth & Income Fund, (the "Baron Funds"), which are
advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 124,000 shares
were purchased for an aggregate purchase price of $1,210,738 for
the accounts of investment advisory clients of
<PAGE>
<PAGE>
Page 4 of 7 Pages
Baron Capital Management, Inc.("BCM") a registered investment adviser
controlled by Ronald Baron. All of those shares were paid for by cash
the assets in the accounts of the investment companies and advisory
clients.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 429,000 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) 100,000
shares in his capacity as General Partner BCP.
(iii) no shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
100,000
(ii) shared power to vote or direct the vote:
429,000
(iii) sole power to dispose or to direct the disposition:
100,000
(iv) shared power to dispose or direct the disposition:
429,000
Reporting Person may be deemed to share power to vote and dispose
of shares referred to herein as a result of his control of the
investment advisers for whose advisory clients he is reporting.
He may be deemed to have sole power to vote and direct the
disposition of the shares referred to above to by reason of being
a general partner of BCP
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
No material change.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 9, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 07-31-96 to 09-30-96
Exec.
Date Account ID Quantity Price
- -------- -------- -------- --------
09-10-96 baf 10,000 16.7500
09-12-96 baf 3,500 17.4821
09-13-96 baf 6,500 17.5096
09-17-96 baf 5,000 17.5000
09-18-96 baf 5,000 17.6250
09-20-96 bcm4 10,000 18.3750
09-26-96 baf 5,000 17.8750
09-27-96 baf 5,000 17.8750
