TEAM RENTAL GROUP INC
8-K, 1996-12-04
AUTO RENTAL & LEASING (NO DRIVERS)
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    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) November 26, 1996



                             TEAM RENTAL GROUP, INC.
               (Exact name of registrant as specified in charter)




Delaware                            0-23962                   59-3327576
- --------------------------------------------------------------------------------
(State or other                   (Commission               (IRS Employer
jurisdiction of                   File Number)            Identification No.)
incorporation)




125 Basin Street, Suite 210, Daytona Beach, Florida                    32114
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                             (Zip Code)



Registrant's telephone number including area code                 (904) 238-7035
                                                  ------------------------------



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>



Item 4.        Changes in Registrant's Certifying Accountant

On November 26, 1996, Team Rental Group,  Inc. (the "Company")  appointed Arthur
Andersen LLP as its  independent  accountants  for the  remainder  of 1996.  The
Company's Audit Committee  recommended the appointment which was approved by the
Board of Directors.

The Board of Directors  did not renew the  engagement  of Deloitte & Touche LLP,
("Deloitte & Touche") the Company's former independent  accountants.  The report
of  Deloitte & Touche on the  Company's  financial  statements  for the past two
years  contained  no adverse  opinion,  and was not  qualified or modified as to
uncertainty,   audit  scope  or  accounting  principles.   Since  the  Company's
inception, Deloitte & Touche's reports on the Company's financial statements did
not contain an adverse opinion or a disclaimer of opinion, nor were the opinions
qualified or modified as to uncertainty,  audit scope, or accounting principles,
nor were  there  any  events of the type  requiring  disclosure  under  Item 304
(a)(1)(v) of Regulation S-K.

With regard to Item 304  (a)(1)(iv) of Regulation  S-K, the Company  reports the
following:

On February 2, 1996,  the Company  announced that it would restate its financial
statements  for all periods  since its  initial  public  offering in 1994.  This
restatement  resulted  from a change in the  accounting  treatment of the common
stock  warrant  issued to Budget  Corporation  concurrently  with the  Company's
initial public offering in August 1994. This change in accounting  treatment was
the subject of numerous discussions between Company officers and representatives
of Deloitte & Touche,  and was approved by the audit  committee and announced to
the public on  February  2, 1996.  The  Company  believes  that this  matter was
resolved to the satisfaction of Deloitte & Touche.

In late 1995,  the Company  received funds from a vehicle  manufacturer  that it
accounted for in a manner  similar to funds it had received from a  manufacturer
in 1993.  In March 1996,  Deloitte & Touche  advised the Company that it did not
deem the 1995 transaction analogous to the 1993 transaction.  The Company issued
its financial  statements in accordance  with the  recommendation  of Deloitte &
Touche,  and  believes  that this  matter was  resolved to the  satisfaction  of
Deloitte & Touche.

The Company has  provided  Deloitte & Touche LLP with a copy of the  disclosures
contained in this Report and has  requested  that  Deloitte & Touche  furnish it
with a letter  addressed  to the  Securities & Exchange  Commission  (the "SEC")
stating whether it agrees with the above statements.  A copy such letter will be
filed as exhibit 16 in an amendment to this Report.

The  Company  confirms  that  neither  it nor  anyone  acting on its  behalf has
consulted  Arthur Andersen LLP regarding any of the matters  referred to in Item
304(a)(2) of Regulation S-K prior to their appointment.

Item 7.  Financial Statements and Exhibits

a)    Exhibit:
        Exhibit 16 Letter Re: Change in certifying  accountant  will be filed by
        amendment.

<PAGE>



SIGNATURES

Pursuant  to the  requirements  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.


TEAM RENTAL GROUP, INC.

By:      By:  /s/ Sanford Miller
                  --------------
                  Sanford Miller
                  Chief Executive Officer

Dated:    December 4, 1996





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