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As filed with the Securities and Exchange Commission on April 9, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BUDGET GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 59-3227576
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 BASIN STREET
DAYTONA BEACH, FLORIDA 32114
(Address, including zip code, of registrant's principal executive offices)
BUDGET GROUP, INC. 1994 INCENTIVE STOCK OPTION PLAN
BUDGET GROUP, INC. 1994 DIRECTORS' STOCK OPTION PLAN
(Full title of plan)
SANFORD MILLER
CHAIRMAN
BUDGET GROUP, INC.
125 BASIN STREET
DAYTONA BEACH, FLORIDA 32114
(Name and address of agent for service)
(904) 238-7035
(Telephone number, including area code, of agent for service)
COPIES TO:
JEFFREY M. STEIN
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price Fee(1)
- -------------------------------- ------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Class A Common Stock, 1,615,000 $ 37.375 $ 60,360,625 $ 17,807
par value $.01 per share shares
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</TABLE>
(1) Does not include 285,000 shares of Common Stock of Budget Group, Inc.
(formerly named Team Rental Group, Inc.) previously registered on
Registration Statement No. 33-36774 and to which the Prospectus relating
to this Registration Statement relates. A registration fee of $1,105.60
was previously paid in connection with an aggregate of 285,000 shares of
Common Stock previously registered.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices per share of the Company's Class A Common Stock as reported
on the New York Stock Exchange on April , 1998.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS RELATING
TO THIS REGISTRATION STATEMENT IS A COMBINED PROSPECTUS RELATING ALSO TO
REGISTRATION STATEMENT NO. 33-36774 PREVIOUSLY FILED BY THE REGISTRANT ON FORM
S-8 ON NOVEMBER 21, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by Budget Group, Inc.
(the "Company") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) Current Reports on Form 8-K, filed on April 8, 1998, March 17,
1998 and January 30, 1998;
(c) the description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated April 9,
1997, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following is qualified in its entirety by reference to the complete
statute, Certificate of Incorporation, Bylaws and any agreement 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 Company (filed herewith as Exhibit 3.2) (the
"Restated Certificate of Incorporation") provides that no director shall be
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director other than
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(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 Company's Bylaws provide indemnification of the Company's directors
and officers, both past and present, to the fullest extent permitted by the
DGCL, and allow the Company 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 Company's
Bylaws will also authorize the Company 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 Company 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.
The Company has entered into indemnification agreements with each of its
directors and certain of its executive officers. The indemnification agreements
require the Company, 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 7. EXEMPTIONS FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
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<CAPTION>
Item No. Exhibit
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-1, File No.
33-78274, dated April 28, 1994).
4.2 Amendment to Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.2 to
Amendment No. 2 to the Registrant's Registration Statement on
Form S-1, File No. 333-4507, dated June 28, 1996).
4.3 Amendment to Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1, File No.
333-34799, dated September 26, 1997).
4.4 Registrant's Series A Preferred Stock Certificate of Designations
(incorporated by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1, File No. 333-34799, dated
September 26, 1997).
4.5 By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form S-1, File
No. 33-78274, dated April 28, 1994).
4.6 1994 Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.27 to the Registrant's Registration Statement on Form
S-1, File No. 33-78274, dated April 28, 1994).
4.7 Amendment No. 1 to 1994 Stock Option Plan (incorporated by
reference to Exhibit 10.54 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1, File No. 333-4507, dated June
28, 1996).
</TABLE>
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<TABLE>
<S> <C>
4.8 1994 Director's Plan (incorporated by reference to Exhibit 10.28
to the Registrant's Registration Statement on Form S-1, File No.
33-78274, dated April 28, 1994).
5.1 Opinion of King & Spalding regarding the validity of the
securities being registered.
23.1 Consent of King & Spalding (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
</TABLE>
ITEM 9. 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, as amended (the "Securities Act");
(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; and
(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) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the registration statement.
(2) That for purposes of determining any liability under
the Securities Act, 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, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, 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.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries, as of and for each of the two years in the period ended December
31, 1997, included in the Company's Annual Report on Form 10-K dated December
31, 1997, and incorporated by reference in this registration statement have been
audited by Arthur Andersen LLP, 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 supplemental consolidated balance sheets of the Company as of
December 31, 1997 and 1996, and the related supplemental consolidated statements
of operations, stockholders' equity (deficit) and cash flows 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 April 8, 1998, and incorporated by reference
in this registration statement, have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their report with
respect thereto and 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 appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, and incorporated by reference in this registration statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been
incorporated herein in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 the 9 day of April,
1998.
BUDGET GROUP, INC.
By: /s/ Robert L. Aprati
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Robert L. Aprati
Executive Vice President
General Counsel and Secretary
Chairman
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott R. White and Robert L. Aprati and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for such person and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and any of them, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 9 day of April, 1998.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Sanford Miller
- -------------------------- Chairman of the Board and
Sanford Miller Chief Executive Officer (Principal Executive
Officer) and Director
/s/ John P. Kennedy
- -------------------------- Director
John P. Kennedy
- -------------------------- Director
Jeffrey Congdon
/s/ Ronald D. Agronin
- -------------------------- Director
Ronald D. Agronin
</TABLE>
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<TABLE>
<S> <C>
/s/ Dr. Stephen L. Weber
- -------------------------- Director
Dr. Stephen L. Weber
/s/ James F. Calvano
- -------------------------- Director
James F. Calvano
/s/ Martin Gregor
- -------------------------- Director
Martin Gregor
/s/ Jeffrey Mirkin
- -------------------------- Director
Jeffrey Mirkin
/s/ Michael Clauer
- -------------------------- Chief Financial Officer
Michael Clauer (Principal Financial Officer)
/s/ Thomas Kram
- -------------------------- Vice President-Controller
Thomas Kram (Principal Accounting Officer)
</TABLE>
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EXHIBIT 5.1
April 9, 1998
Budget Group, Inc.
125 Basin Street
Daytona, Beach, Florida 32114
Re: Budget Group, Inc. -- Registration Statement on
Form S-8 relating to 1,615,000 shares of Common Stock
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-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of an additional 1,615,000 shares of the Company's
Class A Common Stock, par value $.01 per share (the "Shares") issuable by the
Company pursuant to the Budget Group, Inc. 1994 Incentive Stock Option Plan and
the Budget Group, Inc. 1994 Directors' Stock Option Plan.
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.
The opinions expressed herein are limited in all respects to
the federal laws of the United States of America and the laws of the State of
Georgia, 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.
<PAGE> 2
Budget Group, Inc.
April 9, 1998
Page 2
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Based upon and subject to the foregoing, we are of the
opinion that:
(i) The Shares are duly authorized.
(ii) Upon the issuance of the Shares against payment therefor
as provided in the Incentive Stock Option Plan and the Directors' Stock
Option Plan, the Shares will be 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. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit
to 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 and for the years ended December 31,
1997 and 1996, dated February 24, 1998 (except with respect to a certain matter
discussed in Note 17, as to which the date is March 4, 1998) included in Budget
Group, Inc.'s Annual Report on Form 10-K dated December 31, 1997, and our report
on the supplemental consolidated financial statements of Budget Group, Inc. and
subsidiaries as of December 31, 1997, and 1996, and for each of the three years
in the period ended December 31, 1997, dated March 20, 1998, included in Budget
Group, Inc.'s Current Report on Form 8-K filed on April 8, 1998, and to all
references to our firm included in or made a part of this registration
statement.
/s/ Arthur Andersen LLP
April 8, 1998
Orlando, Florida
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Budget Group, Inc. (formerly known as Team Rental Group, Inc.) on
Form S-8 of our reports dated April 12, 1996, appearing in Budget Group, Inc.'s
current report on Form 8-K dated April 8, 1998, and appearing in the Annual
Report on Form 10-K of Budget Group, Inc. for the year ended December 31, 1997
and to reference to us under the heading "Experts" in this Registration
Statement.
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
April 8, 1998
