<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
BUDGET GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 59-3227576
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
125 BASIN STREET, SUITE 210
DAYTONA BEACH, FL 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
BUDGET GROUP, INC.
125 BASIN STREET, SUITE 210
DAYTONA BEACH, FL 32114
(904) 238-7035
(Name, address, including zip code, and telephone number, including area code of
agent for service)
COPIES TO:
JEFFREY M. STEIN
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
---------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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. [ ]
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
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF CLASS OF SECURITIES AMOUNT OF SHARES AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01
per share............................ 3,450,465 $27.8125 $95,966,057 $28,315
============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
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.
================================================================================
<PAGE> 2
BUDGET GROUP, INC.
3,450,465 SHARES
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
---------------------
This Prospectus relates to up to an aggregate of 3,450,465 shares (the
"Shares") of Class A Common Stock, par value $.01 per share ("Class A Common
Stock"), of Budget Group, Inc. (the "Company" or "Budget") which may be offered
for sale by persons (the "Selling Stockholders") who have acquired such
securities from the Company in the acquisition of Ryder TRS, Inc. by the
Company. See "Selling Stockholders". The Company will not receive any of the
proceeds from the sale of the Shares. The Company is registering the Shares for
sale to provide the holders thereof with freely tradeable securities, but the
registration of such Shares does not necessarily mean that any of such Shares
will be offered or sold by the holders thereof.
The Company has two classes of Common Stock, the Class A Common Stock and
the Class B Common Stock, par value $.01 per share ("Class B Common Stock").
Holders of the Class A Common Stock are entitled to one vote per share and
holders of the Class B Common Stock are entitled to ten votes per share. The
Class A Common Stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "BD".
---------------------
SEE "INVESTMENT CONSIDERATIONS" BEGINNING ON PAGE 4 FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE CLASS A COMMON STOCK.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The Selling Stockholders from time to time may offer and sell the Shares
directly or through agents or broker-dealers on terms to be determined at the
time of sale. To the extent required, the names of any agent or broker-dealer
and applicable commissions or discounts and any other required information with
respect to any particular offer will be set forth in an accompanying Prospectus
Supplement. See "Plan of Distribution". Each of the Selling Stockholders
reserves the sole right to accept or reject, in whole or in part, any proposed
purchase of the Shares to be made directly or through agents.
The Selling Stockholders and any agents or broker-dealers that participate
with the Selling Stockholders in the distribution of Shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 (the "Securities
Act"), and any commissions received by them and any profit on the resale of the
Shares may be deemed to be underwriting commissions or discounts under the
Securities Act.
---------------------
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference section of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies of such materials can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a World Wide Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
such as the Company which file electronically with the Commission. In addition,
the Company's Class A Common Stock currently is traded on the New York Stock
Exchange ("NYSE") and such reports, proxy and information statements and other
information concerning the Company can be inspected and copied at the offices of
the NYSE located at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Class A Common Stock offered
hereby. This Prospectus, which is a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement. For
further information with respect to the Company and the Class A Common Stock,
reference is made to the Registration Statement and the exhibits and schedules
filed as a part thereof. The Company believes that all statements made herein
that summarize the provisions of any documents accurately describe the material
provisions of all such referenced documents. The Registration Statement and the
exhibits and schedules thereto may be inspected, without charge, at the public
reference section or regional offices of the Commission at the addresses
indicated above. Copies of the Registration Statement can be obtained from the
public reference section of the Commission upon payment of prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-23962) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The Company's Current Reports on Form 8-K dated July 2, 1998, June
19, 1998, May 28, 1998, April 6, 1998, March 4, 1998, January 28, 1998 and
May 13, 1997, as amended;
(d) The consolidated balance sheets of Ryder TRS, Inc. as of December
31, 1996 and 1997 and the related consolidated statements of operations,
stockholders' equity and cash flows for the period from September 5, 1996
(date of inception) to December 31, 1996 and the year ended December 31,
1997, contained in the Company's Registration Statement on Form S-4 (File
No. 333-49679) filed on April 8, 1998;
(e) The combined balance sheet of Ryder Consumer Truck Rental (a
division of Ryder Truck Rental, Inc. a wholly-owned subsidiary of Ryder
System, Inc.) as of October 16, 1996, and the related combined statements
of earnings and changes in Ryder investment and cash flows for the period
from January 1, 1996 to October 16, 1996, contained in the Company's
Registration Statement on Form S-4 (File No. 333-49679) filed on April 8,
1998; and
(f) The description of the Common Stock of the Company included in the
Company's Registration Statement on Form 8-A, dated April 15, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities
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<PAGE> 4
made hereby shall be deemed to be incorporated by reference in this Prospectus
and made a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
document subsequently filed with the Commission which also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to: Budget Group, Inc., 4225 Naperville Road, Lisle, Illinois 60532,
Attention: Secretary, telephone (630) 955-7571.
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<PAGE> 5
INVESTMENT CONSIDERATIONS
Certain matters discussed in this Prospectus are forward-looking statements
within the meaning of the federal securities laws. Although the Company believes
that the expectations reflected in such forward-looking statements are based
upon reasonable assumptions, the Company can give no assurance that its
expectations will be achieved. Prospective investors should consider carefully
the following factors, as well as the factors set forth in the Safe Harbor
Compliance Statement for forward-looking statements included as Exhibit 99.1 and
Annex A to the Company's Annual Report on Form 10-K for the year ended December
31, 1997, which Annual Report is incorporated herein by reference, in addition
to other information included in this Prospectus before purchasing any of the
shares of Class A Common Stock.
As used in this Prospectus, unless the context otherwise requires: (i)
"TEAM" refers to the Company and its subsidiaries prior to its acquisition of
Budget Rent a Car Corporation on April 29, 1997 (the "Budget Acquisition"); (ii)
"BRACC" refers to Budget Rent a Car Corporation and its subsidiaries; (iii)
"Budget" or the "Company" refers to TEAM (including BRACC) after giving effect
to the Budget Acquisition; (iv) the "Budget System" refers to the business of
renting cars and trucks and retailing late model vehicles conducted by the
Company and its franchisees under the Budget name and (v) the "Ryder TRS
Acquisition" refers to the Company's acquisition of Ryder TRS, Inc. ("Ryder
TRS").
RISKS RELATING TO THE RYDER TRS ACQUISITION
The Company will be required to devote significant resources to the
combination and integration of the Ryder TRS business with the Company's
existing truck rental operations. The difficulties of managing such combination
and integration are increased by the necessity of coordinating the operations of
geographically diverse organizations, of integrating different strategies and
operating systems and of integrating management and operating personnel from
both businesses. The success of the Company following the Ryder TRS Acquisition
will depend on the ability of the Company's management team to: (i) manage a
significantly larger organization; (ii) maintain and further develop
relationships with Ryder TRS's independent dealers; and (iii) integrate Ryder
TRS with the Company's existing truck rental operations. There can be no
assurance that the Company's management team will be able to successfully manage
the combined truck rental operations of Ryder TRS and the Company. An inability
to successfully manage the integration of the truck rental operations of Ryder
TRS and the Company would have a material adverse effect on the Company's
financial condition and results of operations.
Pursuant to the Ryder TRS Acquisition, the Company issued 3,455,206 shares
of Class A Common Stock, paid $125 million in cash, issued warrants to purchase
Class A Common Stock with a value of up to $19 million and is obligated to
deliver a make-whole payment in the event that the market value of the Class A
Common Stock declines over stated measurement periods (two 30-day periods
ending, respectively, on June 19, 1999 and February 19, 2000). Such make-whole
payment may be made in cash or stock, at the Company's option, and could, if
made, have a dilutive effect on the earnings per share of Class A Common Stock.
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THE COMPANY
THE COMPANY
The Company, through subsidiary companies and franchisees, operates the
Budget System and related transportation service businesses. The Budget System
is the third largest worldwide car and truck rental system, with over 3,200
locations and a peak fleet size during 1997 of 283,000 cars and 22,500 trucks.
The Budget System includes locations in both the airport and local (downtown and
suburban) markets in all major metropolitan areas in the United States, in many
other small and mid-size U.S. markets and in more than 120 countries worldwide.
The Budget System had approximately 509 Budget-owned locations in the United
States and 71 Budget-owned locations outside of the United States at December
31, 1997. In addition, Budget franchisees operated approximately 455
royalty-paying franchise locations in the United States and 2,171 locations
internationally at December 31, 1997.
Management's long-term strategy is to create a network of
transportation-related companies which leverage the asset base and expertise of
Budget Group. Budget Group's assets include a trade name recognized around the
world; locations for the rental, sale and maintenance of vehicles; a workforce
that is proficient in acquiring, financing, monitoring, maintaining and selling
vehicles; and advanced information systems to support these operations.
Increasing the utilization of these assets by acquiring related businesses
delivers economies of scale and increases profitability. The economies of scale
are achieved primarily in the areas of purchasing, financing, facilities
utilization and management, maintenance and advertising. In pursuit of this
strategy, the Company has substantially expanded its operations during the last
15 months, principally through its acquisitions of BRACC, Premier Car Rental LLC
("Premier Car Rental"), Cruise America, Inc. ("Cruise America") and Ryder TRS.
Budget-owned locations in the United States account for approximately 80%
of the Budget System's U.S. vehicle rental revenues, while Budget-owned
locations outside the United States account for approximately nine percent of
the Budget System's international vehicle rental revenues. Management believes
this high level of domestic corporate ownership is a competitive advantage in
the marketplace as it facilitates more consistent delivery of high quality
services and improved operations and communications, thereby strengthening the
Budget brand name among consumers.
The Budget System is one of only three vehicle rental systems that offer
rental vehicles throughout the world under a single brand name, with locations
in Europe, Canada, Latin America, the Middle East, Asia/ Pacific and Africa. The
Budget System currently maintains more local market rental locations throughout
the world than most of its major competitors and is unique among major car
rental systems in that it rents trucks in most major markets worldwide. The
Budget System, including the franchisees and agents acquired as a result of the
Ryder TRS Acquisition, operates the second largest consumer truck rental
business and the third largest general use car and truck rental system in the
world.
In addition, the Company owns Cruise America, one of the largest North
American companies specializing primarily in the rental and sale of recreational
vehicles with 92 locations; Premier Car Rental, which serves the insurance
replacement market through a network of 150 locations in 17 major U.S. markets;
Budget Car Sales, Inc., one of the largest independent retailers of late model
vehicles in the United States, which operates 30 retail car sales facilities;
and VPSI, Inc., which leases vans for van pooling operations in 28 states.
THE RYDER TRS ACQUISITION
On June 19, 1998, the Company acquired Ryder TRS, the second largest
provider of truck rentals and related moving supplies and services to consumers
and light commercial users in the United States, with a fleet of approximately
29,000 trucks as of December 31, 1997. As consideration for the Ryder TRS
Acquisition, the Company issued 3,455,206 shares of Class A Common Stock, paid
$125 million in cash and issued warrants to purchase Class A Common Stock, the
value of which is capped at $19 million. In addition, the Company agreed to pay
Ryder TRS stockholders a make-whole payment, the amount of which will
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depend on the performance of the Class A Common Stock following the Ryder TRS
Acquisition. The Company also assumed approximately $522.0 million of Ryder
TRS's debt.
Ryder TRS rents trucks to both individual consumers and businesses.
Consumers rent trucks primarily to move household goods. Ryder TRS also serves a
wide range of businesses that rent light- and medium-duty trucks (i.e., trucks
with a gross vehicle weight of less than 26,000 pounds) for a variety of light
commercial applications. Commercial customers range from small local businesses,
such as florists, package delivery companies and local private moving companies,
to large national companies that rent trucks primarily for the transportation
and delivery of inventory and packages. Commercial rentals complement Ryder
TRS's consumer rentals by enabling Ryder TRS to improve utilization of its
trucks on weekdays, when consumer demand is typically lower than it is on
weekends.
The Company's management believes that the business conducted by Ryder TRS
will complement and enhance Budget's truck rental business. As a result of the
Ryder TRS Acquisition, the Company, its franchisees and agents operate the
second largest consumer truck rental business and third largest general use car
and truck rental system in the world. The Ryder TRS Acquisition is expected to
result in significant cost savings, including (i) significant economies of scale
in fleet purchasing and management, vehicle maintenance and in the cost of
parts, supplies and equipment and (ii) the opportunity to consolidate fleet and
yield management systems.
The principal executive offices of the Company are located at 125 Basin
Street, Suite 210, Daytona Beach, Florida 32114 (telephone number: (904)
238-7035).
THE OFFERING
This Prospectus relates to the sale by the Selling Stockholders of up to an
aggregate of 3,450,465 shares of Class A Common Stock acquired by the Selling
Stockholders in connection with the Ryder TRS Acquisition, which was consummated
in June 1998. The Selling Stockholders received such shares in exchange for
their shares of Ryder TRS upon consummation of the transactions contemplated by
the Agreement and Plan of Merger dated March 4, 1998, as amended on March 16,
1998 and June 19, 1998, by and among the Company, BDG Corporation, Ryder TRS and
certain other Selling Stockholders, including the merger of BDG Corporation with
and into Ryder TRS, with Ryder TRS surviving such merger as a wholly owned
subsidiary of the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders but has agreed to bear certain expenses of
registration of the Shares under Federal and state securities laws. The Company
is registering the Shares for sale to provide the holders thereof with freely
tradeable securities, but the registration of such Shares does not necessarily
mean that any of such Shares will be offered or sold by the holders thereof.
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<PAGE> 8
SELLING STOCKHOLDERS
As described herein, the Selling Stockholders are those persons who (i)
acquired shares of Class A Common Stock in the Ryder TRS Acquisition or (ii)
received shares of Class A Common Stock as a charitable gift from a person who
received such shares in the Ryder TRS Acquisition. The following table provides
the name of, and the number of shares of Class A Common Stock beneficially owned
by, each Selling Stockholder. Since the Selling Stockholders may sell all, some
or none of their Shares, no estimate can be made of the aggregate number of
Shares that are to be offered hereby or that will be owned by each Selling
Stockholder upon completion of the offering to which this Prospectus relates.
Except as noted below, none of the Selling Stockholders has any material
relationship with the Company.
The Shares offered by this Prospectus may be offered from time to time by
the Selling Stockholders named below:
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES WHICH MAY BE
NAME BENEFICIALLY OWNED OFFERED HEREBY
- ---- ------------------ ----------------
<S> <C> <C>
Questor Partners Fund, L.P.(1)........................ 1,660,749 1,660,749
Questor Side-by-Side Partners, L.P.(1)................ 119,143 119,143
Madison Dearborn Capital Partners, L.P................ 654,372 654,372
Societe Generale Investment Corporation............... 392,623 392,623
Chase Equity Associates............................... 261,748 261,748
National Union Fire Insurance Company of Pittsburgh,
PA.................................................. 130,874 130,874
Citicorp North America, Inc........................... 52,349 52,349
Ronald A. Rittenmeyer................................. 29,260 29,260
David S. Russell...................................... 12,635 12,635
Jim Gregory........................................... 11,970 11,970
Mike Zawalski......................................... 11,970 11,970
Deborah L. Riston..................................... 12,395 12,395
Larry D. Thogmartin................................... 8,538 8,538
Stephen T. Dixon...................................... 6,517 6,517
Gary L. Andrews....................................... 6,665 6,665
Thomas W. Arnst....................................... 5,559 5,559
Steve Davison......................................... 6,889 6,889
Nicholas R. Rossetti.................................. 5,586 5,586
Puneet Bhasin......................................... 5,187 5,187
Robert D. O'Riley..................................... 3,511 3,511
Fred L. Parker........................................ 3,857 3,857
James R. Dreesen...................................... 5,080 5,080
Frank Gatto........................................... 3,963 3,963
Francis X. Hassis..................................... 4,575 4,575
Daniel G. Martin...................................... 3,936 3,936
Kathleen E. McLeod.................................... 4,256 4,256
David A. Regan........................................ 3,670 3,670
John W. Witkamp....................................... 3,245 3,245
Glenn C. Etter........................................ 3,511 3,511
Larry Hoffman......................................... 1,757 1,757
Thomas Neff........................................... 2,660 2,660
Alfred A. Piergallini................................. 5,320 5,320
Peter Hantman......................................... 798 798
Terri Meraz........................................... 306 306
Richard Colvin........................................ 682 682
Jon Heyler............................................ 532 532
</TABLE>
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<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES WHICH MAY BE
NAME BENEFICIALLY OWNED OFFERED HEREBY
- ---- ------------------ ----------------
<S> <C> <C>
Gail Cagle............................................ 306 306
Eric Davis............................................ 279 279
Kerri Bodnar.......................................... 532 532
J. William Schutzenhofer.............................. 2,660 2,660
--------- ---------
Total....................................... 3,450,465 3,450,465
========= =========
</TABLE>
- ---------------
(1) Questor Principals, Inc. ("Questor Principals") is the general partner of
(i) Questor General Partner, L.P., the general partner of Questor Partners
Fund, L.P., and (ii) Questor Side-by-Side Partners, L.P., both of which are
Selling Stockholders. Jay Alix, who may become a director of the Company, is
a shareholder, director and Chief Executive Officer of Questor Principals.
PLAN OF DISTRIBUTION
This Prospectus relates to the sale by the Selling Stockholders of up to an
aggregate of 3,450,465 shares of Class A Common Stock of the Company acquired by
the Selling Stockholders in connection with the Ryder TRS Acquisition, which was
consummated in June 1998. The Company is registering the Shares for sale to
provide the holders thereof with freely tradeable securities, but the
registration of such shares does not necessarily mean that any of such shares
will be issued by the Company or offered or sold by the holders thereof.
The Shares may be sold from time to time to purchasers directly by any of
the Selling Stockholders. Alternatively, the Selling Stockholders may from time
to time offer the Shares through dealers or agents, who may receive compensation
in the form of commissions from the Selling Stockholders and/or the purchasers
of Shares for whom they may act as agent. Without limiting the foregoing, such
sales may be in the form of secondary distributions, exchange distributions,
block trades, ordinary brokerage transactions or a combination of such methods
of sale. The Selling Stockholders and any dealers or agents that participate in
the distribution of Shares may be deemed to be "underwriters" within the meaning
of the Securities Act and any profit on the sale of Shares by them and any
commissions received by any such dealers or agents might be deemed to be
underwriting commissions under the Securities Act.
At a time a particular offer of Shares is made, a Prospectus Supplement, if
required, will be distributed that will set forth the name and names of any
dealers or agents and any commissions and other terms constituting compensation
from the Selling Stockholders and any other required information. The Shares may
be sold from time to time at varying prices determined at the time of sale or at
negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the Shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the Shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
LEGAL MATTERS
The validity of the shares of the Class A Common Stock offered hereby has
been passed upon for the Company by King & Spalding, Atlanta, Georgia.
EXPERTS
The consolidated financial statements of the Company and its subsidiaries
as of December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997, after restatement for the 1998 pooling of interests
with Cruise America, Inc., included in the Company's Current Report on Form 8-K
filed on July 2, 1998 and incorporated by reference in this Prospectus, have
been audited by Arthur Andersen LLP,
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independent certified public accountants, as indicated in their report with
respect thereto and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing.
The consolidated financial statements for the year ended December 31, 1995
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1997 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements of BRACC as of December 31, 1995 and
1996 and for each of the years in the three-year period ended December 31, 1996
have been incorporated by reference in this Prospectus in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference elsewhere herein and upon the authority of said firm
as experts in accounting and auditing.
The consolidated balance sheets of Ryder TRS, Inc. and Subsidiaries as of
December 31, 1996 and 1997 and the related consolidated statements of
operations, stockholders' equity and cash flows for the period from September 5,
1996 (date of inception) to December 31, 1996 and the year ended December 31,
1997, included in the Company's Registration Statement on Form S-4 (SEC File No.
333-49679) and incorporated by reference in this Prospectus, have been
incorporated herein in reliance upon the report of Coopers & Lybrand L.L.P.,
independent accountants, given upon the authority of that firm as experts in
accounting and auditing.
The combined balance sheet of Ryder Consumer Truck Rental (a division of
Ryder Truck Rental, Inc., a wholly-owned subsidiary of Ryder System, Inc.) as of
October 16, 1996, and the related combined statements of earnings and changes in
Ryder investment and cash flows for the period from January 1, 1996 to October
16, 1996, included in the Company's Registration Statement on Form S-4 (SEC File
No. 333-49679) have been incorporated by reference in this Prospectus in
reliance on the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Investment Considerations............. 4
The Company........................... 5
The Offering.......................... 6
Use of Proceeds....................... 6
Selling Stockholders.................. 7
Plan of Distribution.................. 8
Legal Matters......................... 8
Experts............................... 8
</TABLE>
======================================================
======================================================
3,450,465 SHARES
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
--------------------
PROSPECTUS
--------------------
BUDGET GROUP, INC.
, 1998
======================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder, all of
which are being paid by the Registrant. Except for the SEC registration fee, all
amounts are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 28,315
Transfer agents' fees....................................... 10,000
Printing and engraving expenses............................. 30,000
Legal fees and expenses..................................... 30,000
Accounting fees and expenses................................ 50,000
Miscellaneous............................................... 11,685
--------
Total............................................. $160,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following summary is qualified in its entirety by reference to the
complete statute, Restated Certificate of Incorporation, Bylaws and agreements
referred to below.
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) against the expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement actually and
reasonably incurred by them in connection with the defense of any action by
reason of being or having been directors or officers, if such person shall have
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, provided that such person had no reasonable cause to
believe his conduct was unlawful, except that, if such action shall be in the
right of the corporation, no such indemnification shall be provided as to any
claim, issue or matter as to which such person shall have been judged to have
been liable to the corporation unless and to the extent that the Court of
Chancery of the State of Delaware, or any court in which such suit or action was
brought, shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.
As permitted by Section 102(b)(7) of the DGCL, the Amended and Restated
Certificate of Incorporation of the Registrant (the "Restated Certificate of
Incorporation") provides that no director shall be liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a director
other than (i) for breaches of the director's duty of loyalty to the Company and
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for the unlawful
payment of dividends or unlawful stock purchases or redemptions under Section
174 of the DGCL, and (iv) for any transaction from which the director derived an
improper personal benefit.
The Registrant's Bylaws provide indemnification of the Registrant's
directors and officers, both past and present, to the fullest extent permitted
by the DGCL, and allow the Registrant to advance or reimburse litigation
expenses upon submission by the director or officer of an undertaking to repay
such advances or reimbursements if it is ultimately determined that
indemnification is not available to such director or officer pursuant to the
Bylaws. The Registrant's Bylaws will also authorize the Registrant to purchase
and maintain insurance on behalf of an officer or director, past or present,
against any liability asserted against him in any such capacity whether or not
the Registrant would have the power to indemnify him against such liability
under the provisions of the Restated Certificate of Incorporation or Section 145
of the DGCL.
II-1
<PAGE> 13
The Registrant has entered into indemnification agreements with each of its
directors and certain of its executive officers. The indemnification agreements
require the Registrant, among other things, to indemnify such directors and
officers against certain liabilities that may arise by reason of their status or
service as directors or officers (other than liabilities arising from willful
misconduct of a culpable nature), and to advance their expenses incurred as a
result of any proceeding against them as to which they could be indemnified.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
2.1 -- Plan and Agreement of Merger, dated as of November 25, 1997,
between Budget Group, Inc., Cruise America, Inc. and CA
Acquisition Corporation (incorporated by reference to
Exhibit 2.1 of Registration Statement on Form S-4, File No.
333-42327, dated December 16, 1997, as amended by Amendment
No. 1 to Form S-4 dated December 29, 1997)
2.2 -- Agreement and Plan of Merger, dated as of March 4, 1998, by
and among Budget Group, Inc., BDG Corporation, Ryder TRS,
Inc., and certain other parties (incorporated by reference
to Exhibit 2.2 of Registration Statement on Form S-4, File
No. 333-49679, dated April 27, 1998)
2.3 -- Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 16, 1998, by and among Budget Group, Inc., BDG
Corporation, Ryder TRS, Inc., and certain other parties
(incorporated by reference to Exhibit 2.3 of Registration
Statement on Form S-4, File No. 333-49679, dated April 27,
1998)
2.4 -- Amendment No. 2 to Agreement and Plan of Merger, dated as of
June 19, 1998, by and among Budget Group, Inc., BDG
Corporation, Ryder TRS, Inc., and certain other parties
(incorporated by reference to Exhibit 2.3 to the
Registrant's Current Report on Form 8-K dated June 19, 1998)
2.5 -- Common Stock Purchase Agreement, dated as of January 13,
1997, between John J. Nevin and the Registrant (incorporated
by reference to Exhibit 2.7 to the Registrant's Registration
Statement on Form S-1, File No. 333-21691, dated February
12, 1997)
2.6 -- Budget Stock Purchase Agreement, dated as of January 13,
1997, between Budget Rent-A-Car Corporation and Team Rental
Group, Inc. (currently known as Budget Group, Inc.)
(incorporated by reference to Exhibit 2.8 to the
Registrant's Registration Statement on Form S-1, File No.
333-21691, dated February 12, 1997)
4.1 -- Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1, File No. 333-347999, dated September 26, 1997)
5.1 -- Opinion of King & Spalding
23.1 -- Consent of King & Spalding (included in 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
23.5 -- Consent of Coopers & Lybrand L.L.P.
23.6 -- Consent of KPMG Peat Marwick LLP
24.1 -- Power of Attorney (included on Page II-5)
99.1 -- Private Securities Litigation Reform Act of 1995 Safe Harbor
Compliance Statement for Forward-Looking Statements
(incorporated by reference to Exhibit 99.1 to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, Commission File No. 0-23962)
</TABLE>
II-2
<PAGE> 14
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 15
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Lisle, State of Illinois on July 2, 1998.
BUDGET GROUP, INC.
By: /s/ ROBERT L. APRATI
------------------------------------
Robert L. Aprati
Executive Vice President
and General Counsel
POWER OF ATTORNEY
We, the undersigned directors and officers of Budget Group, Inc. do hereby
constitute and appoint Robert L. Aprati and Scott R. White, and each or any of
them, our true and lawful attorneys-in-fact and agents, to do any and all acts
and things in our names and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our name in the
capacities indicated below, which said attorneys and agents, or any of them, may
deem necessary or advisable to enable said Corporation to comply with the
Securities Act of 1933 and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with this registration
statement, or any registration statement for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
including specifically, but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto; and we do hereby ratify
and confirm all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 2nd day of July, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SANFORD MILLER Chairman of the Board and Chief Executive Officer
- --------------------------------------------------- (Principal Executive Officer) and Director
Sanford Miller
Vice Chairman and Director
- ---------------------------------------------------
John Kennedy
/s/ JEFFREY CONGDON Vice Chairman and Director
- ---------------------------------------------------
Jeffrey Congdon
/s/ MICHAEL CLAUER Chief Financial Officer (Principal Financial
- --------------------------------------------------- Officer)
Michael Clauer
/s/ THOMAS KRAM Vice President -- Controller (Principal
- --------------------------------------------------- Accounting Officer)
Thomas Kram
/s/ RONALD D. AGRONIN Director
- ---------------------------------------------------
Ronald D. Agronin
</TABLE>
II-5
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ STEPHEN L. WEBER Director
- ---------------------------------------------------
Stephen L. Weber
/s/ JEFFREY MIRKIN Director
- ---------------------------------------------------
Jeffrey Mirkin
/s/ F. PERKINS HIXON Director
- ---------------------------------------------------
F. Perkins Hixon
Director
- ---------------------------------------------------
James F. Calvano
/s/ MARTIN P. GREGOR Director
- ---------------------------------------------------
Martin P. Gregor
</TABLE>
II-6
<PAGE> 1
EXHIBIT 5.1
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30305
July 2, 1998
Budget Group, Inc.
Suite 210
125 Basin Street
Daytona Beach, Florida 32114
Re: Budget Group Inc. -- Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Budget Group, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, relating to the
registration of up to an aggregate of 3,450,465 shares (the "Shares") of the
Company's Class A Common Stock, par value $.01 per share, all of which are to be
sold by certain stockholders of the Company.
In connection with this opinion, 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 for 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. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Company and of public officials.
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware, and no opinion is expressed with respect to the laws of
any other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing, and the other limitations and qualifications set
forth herein, we are of the opinion that the Shares are validly issued, fully
paid and nonassessable.
This opinion is given as of the date hereof, and we assume no obligation to
advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions contained
herein.
We hereby 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 is included in the Registration Statement.
Very truly yours,
/s/ KING & SPALDING
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report on the
consolidated financial statements of Budget Group, Inc. (formerly known as Team
Rental Group, Inc.) and subsidiaries as of December 31, 1996 and 1997, and for
each of the three years in the period ended December 31, 1997, dated March 20,
1998 (except with respect to the matters discussed in Note 17, as to which the
date is June 19, 1998), included in Budget Group, Inc.'s Current Report on Form
8-K filed on July 2, 1998, and to all references to our firm included in or made
a part of this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
July 2, 1998
Orlando, Florida
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Budget Group, Inc. (formerly Team Rental Group, Inc.) on Form S-3 of our report
dated April 12, 1996, appearing in the Annual Report on Form 10-K of Budget
Group, Inc. for the year ended December 31, 1997 and to the reference to us
under the heading "Experts" in the Prospectus, which is a part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Indianapolis, Indiana
July 1, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors of
Budget Rent A Car Corporation:
We consent to the incorporation by reference in this Registration Statement
of Budget Group, Inc. on Form S-3, of our report dated February 18, 1997,
related to the Budget Rent A Car Corporation consolidated financial statements
as of December 31, 1995 and 1996 and for each of the years in the three-year
period ended December 31, 1996, from Budget Group, Inc.'s current report on Form
8-K dated May 13, 1997, and to the reference to our firm under the heading
"Experts" in this Registration Statement.
/s/ KPMG PEAT MARWICK LLP
July 2, 1998
Chicago, Illinois
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Budget Group, Inc. on Form S-3 of our report dated March 5, 1998, on our
audits of the consolidated financial statements of Ryder TRS, Inc. and
Subsidiaries from Budget Group, Inc.'s Registration Statement on Form S-4 (SEC
File No. 333-49679) dated April 27, 1998. We also consent to the references to
our firm under the caption "Experts" in this Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
Denver, Colorado
June 30, 1998
<PAGE> 1
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Budget Group, Inc.:
We consent to the incorporation by reference in this Registration Statement
of Budget Group, Inc. of our report dated December 20, 1996 on our audit of the
combined balance sheet of Ryder Consumer Truck Rental (a division of Ryder Truck
Rental, Inc., a wholly owned subsidiary of Ryder System, Inc.) as of October 16,
1996, and the related combined statements of earnings and changes in Ryder
investment and cash flows for the period from January 1, 1996 to October 16,
1996, contained in Budget Group, Inc.'s Registration Statement on Form S-4 (SEC
File No. 333-49679) dated April 27, 1998, and to the reference to our firm under
the heading "Experts" in the prospectus. This consent should not be regarded as
in any way updating the aforementioned report or representing that we performed
any procedures subsequent to the date of such report.
/s/ KPMG PEAT MARWICK LLP
July 1, 1998
Miami, Florida
