<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-61429
PROSPECTUS SUPPLEMENT NO. 7
(TO PROSPECTUS DATED SEPTEMBER 16, 1998)
6,000,000 HIGH TIDES(SM)
BUDGET GROUP CAPITAL TRUST
<TABLE>
<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,
</TABLE>
Budget Group, Inc.
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This Prospectus Supplement No. 7 supplements and amends the Prospectus
dated September 16, 1998, as amended by Prospectus Supplement No. 1 dated
October 5, 1998, Prospectus Supplement No. 2 dated November 17, 1998, Prospectus
Supplement No. 3 dated December 18, 1998, Prospectus Supplement No. 4 dated
March 12, 1999, Prospectus Supplement No. 5 dated May 5, 1999 and Prospectus
Supplement No. 6 dated August 18, 1999 (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 of:
<TABLE>
<S> <C>
"ABN -- AMRO Incorporated................................... 30,800"
</TABLE>
and the substitution therefor of the following:
<TABLE>
<S> <C>
"ABN -- AMRO Incorporated................................... 32,000"
</TABLE>
The Prospectus, together with this Prospectus Supplement No. 7, 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 AUGUST 26, 1999.
