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Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-61429
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED SEPTEMBER 16, 1998)
6,000,000 HIGH TIDES(SM)
BUDGET GROUP CAPITAL TRUST
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<S> <C> <C>
6 1/4% Convertible Preferred Securities
Remarketable Term Income Deferrable Equity Securities
(HIGH TIDES)(SM*)
(liquidation amount $50 per HIGH TIDE)
guaranteed to the extent set forth herein by,
(BUDGET GROUP LOGO) and convertible into Class A Common Stock of,
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Budget Group, Inc.
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This Prospectus Supplement No. 3 supplements and amends the Prospectus
dated September 16, 1998, as amended by Prospectus Supplement No. 1 dated
October 5, 1998 and Prospectus Supplement No. 2 dated November 17, 1998 (as
amended, the "Prospectus"), relating to the 6 1/4% Remarketable Term Income
Deferrable Equity Securities (HIGH TIDES)(SM) (the "HIGH TIDES"), which
represent undivided preferred beneficial ownership interests in the assets of
Budget Group Capital Trust, a statutory business trust formed under the laws of
the State of Delaware, and the shares of Class A Common Stock, par value $0.01
per share (the "Class A Common Stock"), of Budget Group, Inc., a Delaware
corporation, issuable upon conversion of the HIGH TIDES.
The table on pages 70 through 71 of the Prospectus which sets forth
information with respect to the Selling Holders (as defined in the Prospectus)
and the respective number of HIGH TIDES beneficially owned by each Selling
Holder that may be offered pursuant to the Prospectus is hereby amended as
follows:
The deletion on page 71 of the Prospectus of:
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"Deutsche Bank A.G........................................ 151,400"
and the substitution therefor of:
"Deutsche Bank A.G........................................ 226,400"
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The deletion on page 71 of the Prospectus of:
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"Any Other Holder of High Tides or Future Transferee from
any such Holder........................................... 161,394"
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and the substitution therefor of the following:
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"Merrill Lynch, Pierce, Fenner & Smith, Inc. ............... 20,000"
"Any Other Holder of High Tides or Future Transferee from
any such Holder........................................... 66,394"
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The Prospectus, together with this Prospectus Supplement No. 3, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933 with respect to offers and sales of the HIGH TIDES and the Class A Common
Stock issuable upon conversion of the HIGH TIDES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 18, 1998.
