<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-82501
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED JULY 14, 1999)
1,228,742 SHARES
BUDGET GROUP, INC.
<TABLE>
<S> <C> <C>
(BUDGET GROUP LOGO)
Class A Common Stock
(par value $.01 per share)
</TABLE>
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This Prospectus Supplement No. 1 supplements and amends the Prospectus
dated, July 14, 1999 (as supplemented or amended, the "Prospectus") relating to
1,228,742 shares of Class A common stock, par value $0.01 per share, of Budget
Group, Inc., a Delaware corporation being, offered by certain of our
stockholders named in the Prospectus who have acquired such securities from us
in connection with certain acquisitions of businesses by us.
The section entitled "Selling Stockholders" on page 11 of the Prospectus is
hereby amended as follows:
The addition as the fourth full paragraph of the section of the following:
"On May 31, 1998, we acquired all the outstanding shares of common stock
of Carson Chrysler Plymouth Dodge Jeep Eagle, Inc. ("Carson") pursuant to
the terms of a Stock Purchase Agreement dated May 31, 1998 (the "Carson
Agreement"). Under the terms of the Carson Agreement, we issued an
aggregate of 178,275 shares of Class A common stock to the former Carson
stockholders. The Carson Agreement requires us to issue additional shares
of Class A common stock with respect to the shares of Class A common
stock issued to the former Carson stockholders to the extent, if any,
that the shares of Class A common stock issued to the Carson stockholders
are sold for a price per share less than $26.6325. We may be required to
issue up to an aggregate of approximately 220,000 additional shares of
Class A common stock to the former Carson stockholders under the terms of
the Carson Agreement. These shares are being registered pursuant to this
prospectus."
The table on page 12 of the Prospectus which sets forth information with
respect to the Selling Stockholders (as defined in the Prospectus) and the
respective number of shares beneficially owned by each Selling Stockholder and
the number of shares that may be sold pursuant to the Prospectus is hereby
amended as follows:
The deletion of the entire table and the substitution therefor of the following:
<TABLE>
<CAPTION>
NUMBER OF SHARES
WHICH MAY BE
NUMBER OF SHARES OFFERED UNDER THIS
"NAME BENEFICIALLY OWNED PROSPECTUS
- ----- ------------------ ------------------
<S> <C> <C>
Questor Partners Fund, L.P.(1).............................. 1,969,963 352,133
Questor Side-by-Side Partners, L.P.(1)...................... 141,327 25,265
Madison Dearborn Capital Partners, L.P...................... 793,120 138,748
Societe Generale............................................ 475,872 83,249
Chase Equity Associates..................................... 317,247 55,499
National Union Fire Insurance Company of Pittsburgh, PA..... 158,623 27,749
Citicorp North America, Inc................................. 63,448 11,099
Frank Daniel Wooten 1992 Revocable Trust.................... 32,915 258,325
David Bradley Wooten 1992 Revocable Trust................... 10,142 56,675
Other Stockholders.......................................... 178,275 220,000
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Total.............................................. 4,140,932 1,228,742
========= =========
</TABLE>
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(1) Questor Principals, Inc. ("Questor Principals") is the general partner of
(i) Questor General Partner, L.P., the general partner of Questor Partners
Fund, L.P., and (ii) Questor Side-by-Side Partners, L.P., both of which are
Selling Stockholders. Jay Alix, who may become a director of the Company, is
a shareholder, director and Chief Executive Officer of Questor Principals.
The address of Questor Partners Fund, L.P. and Questor Side-by-Side
Partners, L.P. is 103 Springer Building, 3411 Silverside, Wilmington,
Delaware 19810."
The section entitled "Plan of Distribution" on page 12 of the Prospectus is
hereby amended as follows:
The deletion of the following:
"(3) up to an aggregate of 220,000 shares acquired by other stockholders
of a company acquired by us."
and the substitution therefor of the following:
"(3) up to an aggregate of 220,000 shares of our Class A common stock
which may be issued to former stockholders of Carson pursuant to the
Carson Agreement, which was consummated on May 31, 1998."
The Prospectus, together with this Prospectus Supplement No. 1, 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 Class A common stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SHARES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 20, 1999.
