SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 2 TO
CURRENT REPORT ON FORM 8-K DATED NOVEMBER 26, 1996
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
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
125 Basin Street, Suite 210, Daytona Beach, Florida 32114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (904) 238-7035
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(Former name or former address, if changed since last report)
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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.
Concurrently the Company's Board of Directors elected to dismiss 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 or disclaimer of 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.
Other than the matters described herein, during the Company's two most recent
fiscal years and the interim period ending on November 26, 1996, there were no
disagreements on any matter of accounting principles or practice, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to
make reference to the subject matter thereof in connection with its report. 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 the Company and representatives of
Deloitte & Touche (including discussions between Deloitte & Touche and the audit
committee of the Company's Board of Directors, which occurred in January 1996),
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. Deloitte & Touche
discussed the matter with officers of the Company. The Company issued its
financial statements in accordance with the recommendation of Deloitte & Touche.
In connection with the resolution of the matter described in this paragraph,
neither the Board of Directors nor any committee thereof formally discussed this
matter with Deloitte & Touche. The Company believes that this matter was
resolved to the satisfaction of Deloitte & Touche.
The Company has authorized Deloitte & Touche to respond fully to the inquiries
of Arthur Andersen, LLP, as successor independent accountants to the Company,
relating to the matters described herein. The Company has provided Deloitte &
Touche with a copy of the disclosures contained in this Report and this Report
as amended, 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. Deloitte & Touche has provided such letter in
connection with the initial filing of this Report, a copy of which was filed as
Exhibit 16 to Amendment No. 1 to this Report. A similiar letter with regard to
the statements in this amended Report is filed as Exhibit 16 hereto.
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.
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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: /s/ Sanford Miller
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Sanford Miller
Chief Executive Officer
Dated: December 27, 1996
Deloitte & Touche LLP
Suite 3000
Market Tower
10 West Market Street
Indianapolis, Indiana 46204+2985
Telephone: (317) 464-8600
Facsimile: (317) 464-8500
December 30, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Amendment No.2 to current
report on Form 8-K of Team Rental Group, Inc. dated November 26, 1996, except
for the first and seventh paragraphs for which we have no basis to agree or
disagree.
Yours truly,
Deloitte & Touche LLP
