<PAGE> 1
As filed with the Securities and Exchange Commission on July 13, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------
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.
SAVINGSPLUS 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(1) Registered Per Share (2) Offering Price (2) Fee(2)
<S> <C> <C> <C> <C>
Class A common stock,
par value $.01 per 264,700
share shares $ 11.875 $ 3,143,313 $ 873.84
- -----------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under Securities Act of 1933, this
registration statement also covers an indeterminate amount of interest to be
offered or sold pursuant to the employee benefit plan described herein.
(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 July 12, 1999.
- --------------------------------------------------------------------------------
-1-
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Budget Group, Inc. (the "Company") and the Budget Group, Inc.
SavingsPlus Plan (the "Plan") hereby incorporate by reference into this
registration statement, as of their respective dates, the following documents
previously filed by the Company with the Securities and Exchange Commission:
(a) Annual Report on Form 10-K for the year ended December 31,
1998;
(b) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1997;
(c) The audited consolidated financial statements of Ryder TRS,
Inc. and Subsidiaries as of and for the year ended
December 31, 1997 included in the Annual Report on Form 10-K
of Ryder TRS, Inc. and contained in our Form 8-K, dated
June 19, 1998 as amended;
(d) Quarterly Report on form 10-Q for the quarter ended March 31,
1999;
(e) Current Reports on Form 8-K, filed on March 23, 1999 and March
22, 1999;
(f) The description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated April
15, 1997, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company or the Plan 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 4.1) (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 (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
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<PAGE> 3
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
-3-
<PAGE> 4
<TABLE>
<CAPTION>
Item No. Exhibit
- -------- -------
<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-4, File No.
333-78257, dated May 11, 1999).
4.2 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).
4.3 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-4, File No. 333-78257, dated May 11,
1999).
4.4 Budget Rent a Car Corporation SavingsPlus Plan (as Amended
and Restated Effective January 1, 1993)(incorporated by
reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-8, File No. 333-59049, dated July 14,
1998).
4.5* Fifth Amendment to Budget Rent a Car Corporation
SavingsPlus Plan (as Amended and Restated Effective January
1, 1993), dated December 10, 1997.
4.6* Sixth Amendment to Budget Group, Inc. SavingsPlus Plan (as
Amended and Restated Effective January 1, 1993), dated
June 30, 1998.
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 PriceWaterhouseCoopers LLP
24.1 Powers of Attorney (included on the signature page to this
registration statement)
</TABLE>
* Filed herewith
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<PAGE> 5
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(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 registration statements is on Form S-3, Form S-8 or Form
F-3, and 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities act of 1933, 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.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided, that the registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include
financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such
financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act) of 1934 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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<PAGE> 6
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
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 7th day of July 1999.
BUDGET GROUP, INC.
By: /s/ Robert L. Aprati
--------------------------------
Robert L. Aprati
Executive Vice President
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Robert L. Aprati
----------------------------------------
Robert L. Aprati
Executive Vice President
General Counsel and Secretary
July 7, 1999
----------------------------------------
Date
Pursuant to the requirements of the Securities Act of 1933, the
Committee charged with the administration of the Plan 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 July 7, 1999
Budget Group, Inc. SavingsPlus Plan
By: /s/ Robert L. Aprati
--------------------------------
Robert L. Aprati
Executive Vice President
General Counsel and Secretary
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<PAGE> 7
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Aprati his true and lawful
attorney-in-fact and agent, 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 attorney-in-fact and
agent 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 attorney-in-fact and agent or his 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 7th day of July, 1999.
Signature Title
/s/ Sanford Miller Chairman of the Board and
- --------------------------- Chief Executive Officer
Sanford Miller (Principal Executive
Officer) and Director
/s/ John P. Kennedy Director
- ---------------------------
John P. Kennedy
/s/ Jeffrey D. Congdon Vice Chairman of the Board
- --------------------------- of Directors
Jeffrey D. Congdon
/s/ Ronald D. Agronin Director
- ---------------------------
Ronald D. Agronin
/s/ Dr. Stephen L. Weber Director
- ---------------------------
Dr. Stephen L. Weber
/s/ James F. Calvano Director
- ---------------------------
James F. Calvano
Director
- ---------------------------
F. Perkins Hixon
/s/ Martin Gregor Director
- ---------------------------
Martin Gregor
/s/ Michael Clauer Chief Financial Officer
- --------------------------- (Principal Financial Officer)
Michael Clauer
/s/ Thomas Kram Vice President-Controller
- --------------------------- (Principal Accounting Officer)
Thomas Kram
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<PAGE> 1
EXHIBIT 4.5
FIFTH AMENDMENT OF
BUDGET RENT A CAR CORPORATION SAVINGSPLUS PLAN
----------------------------------------------
(As Amended and Restated Effective January 1, 1993)
WHEREAS, Budget Rent a Car Corporation (the "Corporation") maintains
the Budget Rent a Car Corporation SavingsPlus Plan (the "Plan"); and
WHEREAS, the Plan has been amended from time to time and further
amendment of the Plan now is considered desirable;
NOW, THEREFORE, by virtue and in exercise of the powers reserved to
the Corporation under Section 14.1 of the Plan, and pursuant to authority
delegated to the officers of the Corporation by resolution of its Board of
Directors, the Plan is hereby amended in the following respects:
1. By substituting the following for the definition of "Plan" in
Article II, effective December 10, 1997:
"`Plan' means the Budget Group, Inc. SavingsPlus
Plan herein set forth, and as it may be amended from time to
time."
2. By substituting the following for the third sentence of Section
5.1(d), effective December 10, 1997:
"Such allocation shall be made, subject to the overall permitted
disparity limit as follows:
Step One: If the Plan is top heavy, such Retirement Plan
Contribution will be allocated to the Participant's Account in
the ratio that the Participant's Compensation for such Plan Year
bears to the Compensation of all such Participants for the Plan
Year, but not in excess of 3% of the Participant's Compensation.
Step Two: If the Plan is top heavy, any Retirement Plan
Contribution remaining after the allocation in Step One will be
allocated to the Participant's Account in the ratio that the
Participant's Compensation for the Plan Year in excess of the
Integration Level bears to the total excess Compensation of all
such Participants for the Plan Year, but not in excess of
<PAGE> 2
3% of the Participant's Compensation in excess of the
Integration Level. For purposes of this Step Two, in the case of
any Participant who has exceeded the cumulative permitted
disparity limit described below, such Participant's total
Compensation for the Plan Year will be taken into account.
Step Three: Any Retirement Plan Contribution remaining after the
allocation in Step Two will be allocated to the Participant's
Account in the ratio that the sum of the Participant's
Compensation and Compensation in excess of the Integration Level
for the Plan Year bears to the sum of all such Participants'
Compensation and Compensation in excess of the Integration Level
for the Plan Year, but not in excess of the Profit Sharing
Maximum Disparity Rate times the sum of the Participants'
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step Three, in the case of any
Participant who has exceeded the cumulative permitted disparity
limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Four: Any remaining Retirement Plan Contribution will be
allocated to the Participant's Account in the ratio that the
Participant's Compensation for the Plan Year bears to the
Compensation of all such Participants for the Plan Year.
Annual Overall Permitted Disparity Limit: Notwithstanding the
preceding paragraphs, for any Plan Year this Plan benefits any
Participant who benefits under another qualified plan maintained
by the Company that provides for permitted disparity (or imputes
disparity), the Retirement Plan Contribution will be allocated
to the Account of each Participant who is entitled to an
allocation under Section 5.1(d) in the ratio that such
Participant's Compensation for such Plan Year bears to the
Compensation of all such Participants for such Plan Year.
Cumulative Permitted Disparity Limit: The cumulative permitted
disparity limit for a Participant is 35 total cumulative
permitted disparity years. Total cumulative permitted years
means the number of years credited to the Participant for
allocation or accrual purposes under this Plan and any other
qualified plan (whether or not terminated) ever maintained by the
Company. For purposes of determining the Participant's cumulative
permitted disparity limit, all years ending in the same calendar
year are
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<PAGE> 3
treated as the same year. If the Participant has not benefited
under a defined benefit or target benefit plan for any year
beginning on or after January 1, 1994, the Participant has no
cumulative disparity limit.
The Profit Sharing Maximum Disparity Rate is equal to the lesser
of:
(a) If the Plan is top heavy, 2.7%; if the Plan is not top
heavy, 5.7%; or
(b) the applicable percentage determined in accordance with the
table below:
<TABLE>
<CAPTION>
If the Integration
Level is more than but not more than the applicable percentage is
------------------ ----------------- ----------------------------
<S> <C> <C> <C>
If the Plan is If the Plan is
top heavy not top heavy
$0 X 2.7% 5.7%
X 80% of TWB 1.3% 4.3%
80% of TWB Y 2.4% 5.4%
</TABLE>
TWB = Taxable Wage Base
X = the greater amount of $10,000 or 20% of the TWB
Y = any amount more than 80% of the TWB but less than 100% of
the TWB
If the Integration Level selected is equal to the Taxable Wage
Base, the applicable percentage is 2.7% if the Plan is top heavy
and 5.7% if the Plan is not top heavy.
The Taxable Wage Base is the contribution and benefits base in
effect under Section 230 of the Social Security Act in effect as
of the beginning of the Plan Year.
The Integration Level is equal to the Taxable Wage Base.
3. By substituting the following for the first sentence of Section
7.2(b), effective February 1, 1998:
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<PAGE> 4
"A Participant shall specify the investment funds in which his
Account, including his Retirement Plan Contributions Account,
are to be invested."
4. By deleting Section 7.2 (c), effective February 1, 1998.
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by its duly authorized officer this ____ day of __________, ____.
BUDGET RENT A CAR CORPORATION
By:
----------------------------------------
Its:
----------------------------------------
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<PAGE> 1
EXHIBIT 4.6
SIXTH AMENDMENT OF
BUDGET GROUP, INC. SAVINGSPLUS PLAN
(As Amended and Restated Effective January 1, 1993)
WHEREAS, Budget Group, Inc. (the "Corporation") maintains the Budget
Group, Inc. SavingsPlus Plan (the "Plan"); and
WHEREAS, the Plan has been amended from time to time and further
amendment of the Plan now is considered desirable;
NOW, THEREFORE, by virtue and in exercise of the powers reserved to
the Corporation under Section 14.1 of the Plan, and pursuant to authority
delegated to the officers of the Corporation by resolution of its Board of
Directors, the Plan is hereby amended in the following respects, effective June
30, 1998:
1. By substituting the following for the definition of "Eligible
Employee" in Article II:
"`Eligible Employee' means any Employee of the
Company (or any Affiliated Company which adopts the Plan under
Section 16.1) who has completed 1,000 Hours of Service during a
Computation Period except (a) any Employee who is a member of a
collective bargaining unit and who is covered by a collective
bargaining agreement which does not specifically provide for
coverage under the Plan, and (b) any Leased Employee. In the
case of an Employee who is employed by a company on the date of
its acquisition (including acquisition of substantially all the
assets of such company) by or merger into the Company or an
Affiliated Company which has adopted the Plan, except to the
extent that the Committee provides otherwise, such Employee's
hours of service with such acquired company prior to the date of
acquisition or merger shall be considered Hours of Service for
purposes of this definition as of the date of such acquisition."
2. By substituting "Budget Group, Inc." for "Budget Rent a Car
Corporation" in the definition of "Sponsor" in Article II.
3. By substituting the following for paragraph (b) of the
definition of "Year of Service" in Article II:
<PAGE> 2
"(b) Except to the extent that the Committee
provides otherwise, for purposes of vesting under the Plan, if
an Employee was employed by a company on the date such company
was acquired (including acquisition of substantially all of the
assets of such company) by or merged into the Company or an
Affiliated Company which has adopted the Plan, such Employee's
hours of service with such acquired company prior to the date of
acquisition or merger shall be considered Hours of Service for
purposes of this definition as of the date of such acquisition.
In no event, however, shall an Employee be credited with service
for a franchise of the Company for a period during which he is
not an Employee."
4. By substituting the following for the second sentence of
Section 3.1(a):
"Every other Eligible Employee shall become an Active
Participant on the first administratively feasible Entry Date:
(i) as of which he is an Eligible Employee and
(ii) as of which he has either (A) entered into
a Compensation deferral agreement under Section 4.1 or (B)
become entitled to an allocation of Retirement Plan
Contributions under Section 5.1(d)."
5. By substituting the following for Section 16.1:
"16.1 Adoption of Plan. Except to the extent that
the Compensation Committee provides otherwise, an Affiliated
Company which is, on or after June 30, 1998, a wholly-owned
direct or indirect subsidiary of Budget Group, Inc. may adopt
this Plan for the benefit of its Eligible Employees in the
manner provided below. Any other Affiliated Company may, with
the consent of the Board of Directors, adopt this Plan for the
benefit of its Eligible Employees in the manner provided below.
An Affiliated Company which is authorized to do so may adopt the
Plan by resolution of such Affiliated Company's board of
directors, a certified copy of which shall be filed with the
Sponsor, the Committee and the Trustee."
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by its duly authorized officer this ____ day of __________, ____.
-2-
<PAGE> 3
BUDGET GROUP, INC.
By:
---------------------------------------
Its:
---------------------------------------
-3-
<PAGE> 1
EXHIBIT 5.1
July 7, 1999
Budget Group, Inc.
125 Basin Street
Daytona, Beach, Florida 32114
Re: Budget Group, Inc. -- Registration Statement on
Form S-8 relating to 264,700 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 264,700 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. SavingsPlus Plan (the "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.
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 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
-1-
<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 dated
February 23, 1999, included in Budget Group, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998, and our report dated June 19, 1998,
included in Budget Group, Inc. SavingsPlus Plan's Annual Report on Form 11-K
for the year ended December 31, 1997, and to all references to our firm
included in or made a part of this Registration Statement.
/s/ Arthur Andersen LLP
Orlando, Florida
July 6, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in Budget Group,
Inc.'s Registration Statement on Form S-8 of our reports dated March 5, 1998,
relating to the financial statements and financial statement schedule of Ryder
TRS, Inc., which appear in Ryder TRS, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997 and are contained in Budget Group, Inc.'s Form 8-K,
dated June 19, 1998, as amended.
Denver, Colorado
July 6, 1999
/s/ PricewaterhouseCoopers, LLP
