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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
BUDGET GROUP, INC.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
1190032101
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(CUSIP Number of Class of Securities)
Questor Partners Fund, L.P.
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Questor Side-By-Side Partners, L.P.
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103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Robert E. Shields
Questor Management Company
4000 Town Center, Suite 530
Southfield, MI 48705
(248) 213-2200
Serge Benchetrit
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
July 13, 1999
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following:
|_|
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SCHEDULE 13D
- --------------------------- --------------------------------
CUSIP No. 1190032101 Page 2 of 6 Pages
- --------------------------- --------------------------------
- ----------- -----------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questor Partners Fund, L.P.
- ----------- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- ----------- -----------------------------------------------------------------
3 SEC USE ONLY
- ----------- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- -----------------------------------------------------------------
7 SOLE VOTING POWER
1,969,963
--------- ---------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
--------- ---------------------------------------------
9 SOLE DISPOSITIVE POWER
1,969,963
--------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,969,963
- ----------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ----------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- ----------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
- ---------------------- --------------------------
CUSIP No. 1190032101 Page 3 of 6 Pages
- ---------------------- --------------------------
- ----------- ------------------------------------------------------------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Questor Side-By-Side Partners, L.P.
- ----------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
- ----------- ------------------------------------------------------------------
3 SEC USE ONLY
- ----------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------- ------------------------------------------------------------------
7 SOLE VOTING POWER
141,327
--------- ----------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH
--------- ----------------------------------------------
9 SOLE DISPOSITIVE POWER
141,327
--------- ----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
141,327
- ----------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
- ----------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- ----------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- ------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 1 to Schedule 13D relates to the Class A Common
Stock, par value $0.01 per share (the "Budget Common Stock"), of Budget Group,
Inc., a Delaware corporation ("Budget"). This Amendment No. 1 supplementally
amends the initial statement on Schedule 13D of the Reporting Persons filed on
June 29, 1998 (the "Initial Statement"). The principal executive offices of
Budget are located at 125 Basin Street, Suite 210, Daytona Beach, Florida,
32114. This Amendment No. 1 is being filed by the Reporting Persons to report
recent transactions in the Budget Common Stock as a result of which the
Reporting Persons may be deemed to have acquired more than one percent of the
outstanding shares of the Budget Common Stock. Capitalized terms used herein and
not otherwise defined herein shall have the meanings given to them in the
Initial Statement.
1. Item 2 is hereby amended by deleting the second full paragraph of
Item 2(a) and replacing it with the following paragraph:
The sole shareholders of QP are Jay Alix, Melvyn N. Klein, Dan
W. Lufkin and Edward L. Scarff. The sole directors of QP and QMC, and the sole
shareholders of QMC, are Jay Alix and Dan W. Lufkin. Mr. Alix, who also serves
as President and Chief Executive Officer of QP and QMC, is the founder, and for
the past five years has been a principal, of Jay Alix & Associates, a
nationally-recognized turnaround and crisis management firm based in Southfield,
Michigan. Mr. Klein is a merchant banker and attorney who currently acts, and
for the past five years has acted, as the managing general partner of GKH
Investments, L.P., a $550 million equity investment partnership. Mr. Lufkin, who
serves as a principal in QMC, was a co-founder of Donaldson, Lufkin & Jenrette
and is currently, and for the past five years has been, a private investor. Mr.
Scarff is a former president of Transamerica Corporation and is currently, and
for the past five years has been, a private investor. The executive officers of
the Questor Entities are Mr. Alix and Robert E. Shields. Before joining the
Questor Entities in late 1994, Mr. Shields was a partner in the
Philadelphia-based law firm of Drinker Biddle & Reath LLP, where at various
times during his last five years at the firm he served as chief financial
officer, a managing partner and head of the firm's business and finance group.
As described in Item 4 below, each of Mr. Alix and Mr. Shields is one of the
persons that could be elected to the Board of Directors of Budget at Questor
Partners' and Questor SBS' request.
2. Item 3 is hereby amended by adding at the end thereof the following
paragraph:
On July 13, 1999, Questor Partners acquired 352,133 shares of
Budget Common Stock and Questor SBS acquired 25,265 shares of Budget Common
Stock as contingent additional consideration in connection with the Merger
pursuant to terms set forth in Section 3.4 of the Merger Agreement.
3. Item 4 is hereby amended by adding after the first paragraph thereof
the following paragraph:
On July 13, 1999, Questor Partners received 352,133 shares of
Budget Common Stock and Questor SBS received 25,265 shares of Budget Common
Stock from Budget as contingent additional consideration as calculated on the
12-month anniversary of the Closing Date.
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4. Item 5 is hereby amended by deleting paragraph (a) and replacing it
with the following paragraph:
(a) As of July 13, 1999, (i) Questor Partners beneficially owns and has
sole voting and dispositive power of 1,969,963 shares of Budget Common Stock,
representing 5.6% of the issued and outstanding shares of Budget Common Stock,
and (ii) Questor SBS beneficially owns and has sole voting and dispositive power
of 141,327 shares of Budget Common Stock, representing 0.4% of the issued and
outstanding shares of Budget Common Stock. The foregoing percentage calculations
are based on 35,193,763 shares of Budget Common Stock being outstanding equal to
the sum of (i) 33,965,021 shares of Budget Common Stock being outstanding as of
May 11, 1999 as reported in Budget's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 and (ii) 1,228,742 shares of Budget Common Stock
issued as reported by the Issuer in its registration statement filed on Form S-3
on July 9, 1999. Except for Questor Partners and Questor SBS, to the best of the
Reporting Persons' knowledge, none of the other persons named in Item 2 above
own any interests in the shares of Budget Common Stock.
5. Item 5 is hereby amended by deleting paragraph (c) and replacing it with the
following:
(c) The Reporting Persons have entered into the following
transactions with respect to the shares of Budget Common Stock during the past
60 days:
Date of Nature of Number of Price Per
For the Account of: Transaction Transaction Shares Share
- ------------------ ----------- ----------- -------- ---------
Questor Partners 6/25/99 Sale 16,795 $13.3924
Questor SBS 6/25/99 Sale 1,205 $13.3924
Questor Partners 6/28/99 Sale 6,064 $13.375
Questor SBS 6/28/99 Sale 436 $13.375
Questor Partners 6/29/99 Sale 16,608 $13.1285
Questor SBS 6/29/99 Sale 1,192 $13.1285
Questor Partners 6/30/99 Sale 3,452 $13.125
Questor SBS 6/30/99 Sale 248 $13.125
Questor Partners 7/13/99 Acquisition 352,133 See Item 3
Questor SBS 7/13/99 Acquisition 25,265 See Item 3
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 13, 1999 QUESTOR PARTNERS FUND, L.P.
By: Questor General Partner, L.P.,
its General Partner
By: Questor Principals, Inc.,
its General Partner
By: /s/ Robert E. Shields
---------------------------------
Robert E. Shields
Managing Director
Dated: July 13, 1999 QUESTOR SIDE-BY-SIDE PARTNERS, L.P.
By: Questor Principals, Inc.
its General Partner
By: /s/ Robert E. Shields
---------------------------------
Robert E. Shields
Managing Director
