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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 28, 1998
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Budget Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-78274 59-3227576
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
125 Basin Street, Suite 210, Daytona Beach, FL 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: N/A
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This document consists of 5 pages.
The Exhibit Index is at page 5.
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Item 5. Other Events.
On January 28, 1998, pursuant to a Plan and Agreement of Merger (the
"Merger Agreement"), dated as of November 25, 1997, among Budget Group, Inc., a
Delaware corporation ("Budget"), Cruise America, Inc., a Florida
corporation ("Cruise America") and CA Acquisition Corporation, a Florida
corporation and a wholly owned subsidiary of Budget ("Sub"), Sub merged with and
into Cruise America (the "Merger"), and Cruise America became a wholly owned
subsidiary of Budget. As a result of the Merger, each share of Cruise America
common stock has been converted into the right to receive 0.28073 of a share of
Budget Class A common stock.
A copy of the press release announcing the Merger is attached hereto as
Exhibit 99.1.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
2.1 - Plan and Agreement of Merger dated as of November
25, 1997, among Budget Group, Inc., Cruise America,
Inc. and CA Acquisition Corporation (incorporated by
reference to Exhibit 2.1 of Registration Statement
Form S-4, File No. 333-42327).
99.1 - Joint Press Release issued by Budget Group, Inc. and
Cruise America, Inc. on January 29, 1998.
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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: January 30, 1998 By: /s/ Robert L. Aprati
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Robert L. Aprati
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
2.1 - Plan and Agreement of Merger dated as of November 25,
1997, among Budget Group, Inc., Cruise America, Inc.
and CA Acquisition Corporation (incorporated by
reference to Exhibit 2.1 of Registration Statement
Form S-4, File No. 333-42327).
99.1 - Joint Press Release issued by Budget Group, Inc. and
Cruise America, Inc. on January 29, 1998.
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Exhibit 99.1
BUDGET GROUP CLOSES ACQUISITION OF CRUISE AMERICA
--MERGER LEVERAGES SYNERGIES AMONG BUDGET GROUP SUBSIDIARIES--
LISLE, IL, JANUARY 29, 1998 - Budget Group, Inc. (NYSE: BD), owner of Budget
Rent a Car, the world's third largest car and truck rental company, completed
its acquisition of Arizona-based Cruise America, Inc. (AMEX: RVR) on January 28,
1998 in a stock-for-stock merger. The merger was approved by the shareholders of
Cruise America at a special shareholders' meeting held on January 28, 1998.
Cruise America is one of the largest North American companies specializing
primarily in the rental and sale of recreational vehicles.
As a result of the merger, Cruise America shareholders are entitled to
receive 0.28073 of a share of Budget Group Class A common stock for each share
of Cruise America, or a total of 1.77 million shares of Budget Group Class A
common stock worth approximately $62 million. In addition, Budget Group assumed
$76 million of vehicle debt.
"The merger with Cruise America fits well with Budget Group's strategy
to build a network of transportation-related companies," states Sandy Miller,
chairman and CEO of Budget Group. "The addition of Cruise America is expected to
effectively complement and enhance our existing rental and sales operations,
enable Budget to reduce Cruise America's fleet financing costs through greater
economies of scale and afford us the opportunity to capitalize on a
well-established and growing base of inbound of European leisure travelers."
Miller continues, "To fully leverage the synergies between Cruise
America and Budget Group's subsidiaries, we plan to cross-promote our products,
broaden each company's product offerings, conduct joint marketing programs and
cascade trucks from Cruise America to Budget Truck Rental."
Cruise America, which had revenues of $95.6 million and pretax income
of $3.8 million for its fiscal year ended April 30, 1997, operates a network of
17 company-owned facilities and 74 satellite rental centers throughout North
America, with a combined fleet of more than 4,300 recreational vehicles,
including motorhomes, truck campers, motorcycles, and shuttle buses. With
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locations strategically situated near national parks and other scenic
destinations across the U.S., Canada and Alaska, Cruise America caters largely
to a clientele of North American and European vacationers with an affinity for
recreational travel.
In recent years, Cruise America has significantly lowered its costs by
switching its motorhome fleet from single-bodied units to modular units. This
modular approach allows Cruise America to refurbish the camper portion of these
vehicles and remount them on new RV truck chassis. The used truck chassis are
currently converted at a nominal cost into delivery trucks and then sold at
attractive prices into the large market for pre-owned trucks.
"On behalf of the Cruise America family, we are excited to be a part of
the Budget team, and we look forward to the many opportunities ahead," comments
Randall Smalley, president of Cruise America. "We have already begun
implementation of many of the synergies available and have begun the process of
integrating compatible operations, including the completion of a prototype of
the first truck that will be 'cascaded' into Budget Truck rental operations."
Budget Group, Inc., through subsidiary companies and their franchisees,
operates Budget Car and Truck Rental, the third largest worldwide car and truck
rental system, with over 3,200 airport and local market locations in more than
120 countries and territories. In addition, Budget owns Premier Car Rental,
which serves the insurance replacement market through a network of 150 locations
in 16 major U.S. markets and Budget Car Sales, one of the largest independent
retailers of late model vehicles in the United States, which operates 26 retail
car sales facilities. Budget also owns Van Pool Services, Inc., which leases
vans for van pooling operations in 28 states, and Budget Airport Parking, which
operates airport parking facilities at certain locations.
Cruise America, Inc. believes that it is one of the largest companies
in North America specializing in the rental and sale of recreational vehicles,
including motorhomes, truck campers, motorcycles and shuttle buses. Prior to the
merger, Cruise America's common stock traded on the American Stock Exchange
under the ticker symbol "RVR".
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Certain items in this press release may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 and as such may involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
Budget or Cruise America to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements speak only as of the date of this
press release. Budget and Cruise America expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Budget's or Cruise
America's expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy Budget Class A common stock nor shall there be
any sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
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