BUDGET GROUP INC
8-K/A, 1998-07-22
AUTO RENTAL & LEASING (NO DRIVERS)
Previous: RIGHTCHOICE MANAGED CARE INC, 8-K, 1998-07-22
Next: UNIMARK GROUP INC, 8-K/A, 1998-07-22



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                           --------------------------


                                   FORM 8-K/A
                               (Amendment No. 2)

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 19, 1998
                                                          -------------

                               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
                                                    --------------

Former name or former address, if changed since last report:  N/A
                                                             ------   


                       This document consists of 5 pages.

                        The Exhibit Index is at page 3.
<PAGE>   2



                                EXPLANATORY NOTE


         This Amendment No. 2 on Form 8-K/A to the Current Report on Form 8-K
(June 19, 1998) of Budget Group, Inc. (the "Registrant" or the "Company")
amends and restates in its entirety Item 7(a) to file the financial information
required by Items 7(a), and amends Item 7(c) to include additional exhibits
required by Item 7(c).

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Information of the Business Acquired.

                  The financial information of Ryder TRS, Inc. is incorporated
                  herein by reference from (i) the financial statements
                  included in the Registrant's Registration Statement on Form
                  S-4 (File No. 333-49679) filed on April 8, 1998, as amended
                  April 27, 1998, and (ii) the quarterly report on Form 10-Q
                  for Ryder TRS, Inc. for the period ended March 31, 1998.

         (c)      Exhibits

                  23.1     -     Consent of PricewaterhouseCoopers LLP

                  23.2     -     Consent of KPMG Peat Marwick LLP



                                      -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: July 22, 1998                     By:  /s/  ROBERT L. APRATI
                                           -----------------------------------
                                             Robert L. Aprati
                                             Executive Vice President, General
                                             Counsel and Secretary

<PAGE>   1
                                                                    EXHIBIT 23.1


[PRICEWATERHOUSECOOPERS LETTERHEAD]



                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in Amendment No. 2 on Form 8-K/A
to the Current Report on Form 8-K of Budget Group, Inc. of our report dated
March 5, 1998, on our audits of the consolidated financials statements of Ryder
TRS, Inc. and Subsidiaries from Budget Group, Inc.'s Registration Statement on
Form S-4 (SEC File No. 333-49679) filed on April 8, 1998, as amended April 27,
1998.


/s/ PricewaterhouseCoopers LLP

Denver, Colorado
July 20, 1998

<PAGE>   1
                                                                    EXHIBIT 23.2

[KPMG Peat Marwick LLP Letterhead]


The Board of Directors
Budget Group, Inc.:

We consent to the incorporation by reference in the following registration
statements of Budget Group, Inc. of our report dated December 20, 1996, with
respect to 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, which report appears in Budget Group,
Inc.'s Registration Statement on Form S-4 (SEC File No. 333-49679) dated April
27, 1998, and is incorporated by reference in the Form 8-K/A (Amendment No. 2)
of Budget Group, Inc. dated July 22, 1998;

     -    Registration Statement on Form S-8 filed with the Securities and
          Exchange Commission on May 30, 1996, File No. 333-04757.

     -    Registration Statement on Form S-3 filed with the Securities and
          Exchange Commission on November 26, 1997, as amended by Amendment 
          No. 1 to Form S-3 filed with the Securities and Exchange Commission
          on January 7, 1998, File 333-41093.

     -    Registration Statement on Form S-8 filed with the Securities and
          Exchange Commission on February 27, 1998, File No. 333-47079.

     -    Registration Statement on Form S-8 filed with the Securities and
          Exchange Commission on April 9, 1998, File No. 333-49819.

     -    Registration Statement on Form S-3 filed with the Securities and
          Exchange Commission on July 2, 1998, File No. 333-58477.

     -    Registration Statement on Form S-8 filed with the Securities and
          Exchange Commission on July 14, 1998, File No. 33-59049.

/s/ KPMG Peat Marwick LLP


Miami, Florida
July 16, 1998



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission