BUDGET GROUP INC
8-K/A, 1997-12-29
AUTO RENTAL & LEASING (NO DRIVERS)
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                                        
                            Washington, D.C.  20549
                                        
                                        
                                        
                          -----------------------------
                
                                        
                                        
                                   FORM 8-K/A
                                        
                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                        
       Date of Report (Date of earliest event reported) December 1, 1997
                                                        ----------------


                               Budget Group, Inc.
        ---------------------------------------------------------------  
             (Exact name of registrant as specified in its charter)


        Delaware                      0-78274                    59-3227576
- ----------------------------       -------------            --------------------
(State or other jurisdiction        (Commission                 (IRS Employer
      of incorporation)             File Number)             Identification No.)



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




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

                       This document consists of 4 pages
                                                ---  
                                        
                        The Exhibit Index is at page 4 .
                                                    ---   
<PAGE>   2


Item 5.  Other Events.

     This Current Report on Form 8-K/A is being filed to (i) update the report
of the independent certified public accountants with respect to the
Consolidated Financial Statements that had previously been filed with the
Company's Annual Report on Form 10-K for the year ended December 31, 1996 and
(ii) update the Pro Forma Financial Statements of the Company that have
previously been filed as an exhibit to Current Report on Form 8-K dated May 13,
1997.

Item 7.  Financial Statements and Exhibits.

         (c)   Exhibits.

               23.1-     Consent of Arthur Andersen LLP.

               99.1-     Consolidated Financial Statements of Budget Group,
                         Inc. (together with the report of the Independent
                         Certified Public Accountants) as of December 31, 
                         1995 and 1996 and for each of the three years in the
                         period ended December 31, 1996 (incorporated by
                         reference to pages F-10 through F-33 of the Company's
                         Registration Statement on Form S-1 (File No.
                         333-34799) dated October 1, 1997.

               99.2-     Pro Forma Consolidated Statements of Operations of
                         Budget Group, Inc. for the year ended December 31,
                         1996 and the six months ended June 30, 1997 
                         (incorporated by reference to pages 20 through 28 of
                         the Company's Registration Statement on Form S-1 (File
                         No. 333-34799) dated October 1, 1997)






                                      -2-
<PAGE>   3
                                   SIGNATURE

     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.


                                       BUDGET GROUP, INC.
                                       (Registrant)


Date: December 26, 1997                By:/s/ Robert L. Aprati
                                          ------------------------------------
                                          Robert L. Aprati
                                          Executive Vice President and General
                                          Counsel              


                                      -3-
<PAGE>   4
                                 EXHIBIT INDEX




Exhibit Number and Description                                              Page
                                                                            ----

23.1 - Consent of Arthur Andersen LLP

99.1 - Consolidated Financial Statements of Budget Group, Inc. (together
       with the report of the Independent Certified Public Accountants) as
       of December 31, 1995 and 1996 and for each of the three years in the
       period ended December 31, 1996 (incorporated by reference to pages
       F-10 through F-33 of the Company's Registration Statement on Form
       S-1 (File No. 333-34799) dated October 1, 1997)

99.2 - Pro Forma Consolidated Statements of Operations of Budget Group,
       Inc. for the year ended December 31, 1996 and the six months ended
       June 30, 1997 (incorporated by reference to pages 20 through 28 of
       the Company's Registration Statement on Form S-1 (File No.
       333-34799) dated October 1, 1997)

                                      -4-

<PAGE>   1
                                                                    EXHIBIT 23.1

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference of our reports included in this Current Report on
Form 8-K/A, into Budget Group, Inc.'s (formerly known as Team Rental Group,
Inc.) previously filed Registration Statement File No.'s 33-86774 and 333-04757.




December 23, 1997
Orlando, Florida



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