<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TEAM RENTAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 7514 59-3227576
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
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125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(904) 238-7035
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
SANFORD MILLER
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
TEAM RENTAL GROUP, INC.
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(904) 238-7035
(Name, address, including zip code, and telephone number, including area code of
agent for service)
COPIES TO:
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<C> <C>
JEFFREY M. STEIN KRIS F. HEINZELMAN
KING & SPALDING CRAVATH, SWAINE & MOORE
191 PEACHTREE STREET 825 EIGHTH AVENUE
ATLANTA, GEORGIA 30303 NEW YORK, NEW YORK 10019
(404) 572-4600 (212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of the Registration Statement.
---------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-21691
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF CLASS AMOUNT MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share............................ 1,150,000 shares $21.875 $25,156,250 $7,623
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(1) Includes 150,000 shares which the Underwriters have the option to purchase
solely to cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-1, Registration No.
333-21691 are hereby incorporated by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia
on April 23, 1997.
TEAM RENTAL GROUP, INC.
By: /s/ SANFORD MILLER
------------------------------------
Sanford Miller
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 23rd day of April, 1997.
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SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SANFORD MILLER Chairman of the Board and Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer) and
Sanford Miller Director
* President, Chief Operating Officer and
- ----------------------------------------------------- Director
John Kennedy
* Chief Financial Officer (Principal Financial
- ----------------------------------------------------- and Accounting Officer) and Director
Jeffrey Congdon
* Director
- -----------------------------------------------------
Ronald D. Agronin
* Director
- -----------------------------------------------------
Stephen L. Weber
* Director
- -----------------------------------------------------
Jeffrey Mirkin
* Director
- -----------------------------------------------------
Alan Liker
* Director
- -----------------------------------------------------
James F. Calvano
* Director
- -----------------------------------------------------
Martin P. Gregor
*By: /s/ SANFORD MILLER
-----------------------------------------------
Sanford Miller
Attorney-in-fact
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II-9
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <S> <C>
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of its opinion
filed as Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Deloitte & Touche LLP
23.4 -- Consent of KPMG Peat Marwick LLP
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EXHIBIT 5.1
April 23, 1997
Team Rental Group, Inc.
125 Basin Street
Suite 210
Daytona Beach, Florida 32114
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Team Rental Group, Inc., a Delaware
corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Registration
Statement"), relating to up to 1,150,000 shares of Class A Common Stock of the
Company, par value $.01 per share ("Common Stock") to be sold by the Company
and certain of the Company's stockholders to the underwriters named in the
Registration Statement pursuant to the Underwriting Agreement, the form of
which will be filed as an Exhibit to the Registration Statement (the
"Underwriting Agreement").
Such 1,150,000 shares include 150,000 shares that may be purchased by
the underwriters upon the exercise of an over-allotment option granted to the
underwriters by the Company.
As counsel, we have examined and relied upon such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to form the basis of the opinions hereinafter set forth. In all
such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted
to us as certified, conformed or photographic copies, and as to certificates of
public officials, we have assumed the same to have been properly given and to
be accurate.
Based on the foregoing, we are of the opinion that the shares of
Common Stock to be issued and sold by the Company pursuant to the Underwriting
Agreement have been duly authorized and, when issued in accordance with the
terms set forth in the Underwriting Agreement, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that forms a part of the Registration Statement.
Very truly yours,
KING & SPALDING
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report (and to all references to our Firm) included in or made a part of
this Registration Statement on Form S-1 filed pursuant to Rule 462(b) which
relates to Registration Statement File No. 333-21691 of Team Rental Group, Inc.
ARTHUR ANDERSEN LLP
Orlando, Florida
April 23, 1997
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Rule 462(b) Registration
Statement of Team Rental Group, Inc. of our report dated April 12, 1996
appearing in Amendment No. 2 to Registration Statement No. 333-21691 on Form
S-1.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
April 23, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of
Budget Rent a Car Corporation:
We consent to the inclusion of our report herein and to the reference to our
firm under the heading "Experts" in the Registration Statement on Form S-1
filed pursuant to Rule 462(b) which related to Registration Statement File No.
333-21691 of Team Rental Group, Inc. prospectus of Team Rental Group, Inc.
dated April 23, 1997.
KPMG Peat Marwick LLP
April 23, 1997
Chicago, Illinois
