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As filed with the Securities and Exchange Commission on June 28, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ________ TO ________
COMMISSION FILE NUMBER:
-----------
BUDGET GROUP, INC.
SAVINGSPLUS PLAN
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(Full Title and Address of Plan)
BUDGET GROUP, INC.
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(Name of Issuer of Securities held Pursuant to Plan
and Address of its Principal Executive Office)
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REQUIRED INFORMATION
The following financial statements for the Budget Group, Inc. SavingsPlus Plan
are included herein:
1. An audited statement of net assets available for benefits as of the end
of each of the latest two fiscal years of the plan.
2. An audited statement of changes in net assets available for benefits
for the latest fiscal year of the plan.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
23.1 Consent of Arthur Andersen LLP
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Budget Group, Inc., as administrator of the Budget Group, Inc. SavingsPlus Plan
has caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
BUDGET GROUP, INC. SAVINGSPLUS PLAN
By: BUDGET GROUP, INC.
Date: June 28, 2000 By: /s/ Thomas L. Kram
----------------------------- -------------------------------------
Thomas L. Kram
Vice President and Controller
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BUDGET GROUP, INC. SAVINGSPLUS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998,
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To Budget Group, Inc.:
We have audited the accompanying statements of net assets available for benefits
of Budget Group, Inc. SavingsPlus Plan as of December 31, 1999 and 1998, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 1999. These financial statements and the supplemental
schedule referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
supplemental schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment (Schedule I) as of December 31, 1999 is presented for the purpose
of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Orlando, Florida,
June 26, 2000
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BUDGET GROUP, INC. SAVINGSPLUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
INVESTMENTS, at fair market value
(Notes 2 & 7):
Budget Group, Inc. common stock $ 4,196,501 $ 1,932,296
Mutual and money market funds 102,735,067 95,915,376
Participant notes receivable 5,160,384 5,566,746
------------ ------------
Total investments 112,091,952 103,414,418
PARTICIPANTS' CONTRIBUTIONS RECEIVABLE 656,623 799,841
EMPLOYER'S CONTRIBUTION RECEIVABLE 142,176 218,349
CONTRIBUTIONS RECEIVABLE FROM BUDGET 401K
AND PROFIT SHARING PLAN (Note 1) -- 222,242
INTEREST RECEIVABLE -- 37,671
------------ ------------
Total assets 112,890,751 104,692,521
------------ ------------
LIABILITIES
ACCRUED EXPENSES -- 1,050
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $112,890,751 $104,691,471
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
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BUDGET GROUP, INC. SAVINGSPLUS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
------------
<S> <C>
ADDITIONS:
Participants' contributions (Note 1) $ 8,137,231
Employer's contributions (net of utilized forfeitures) 1,409,346
Dividends and interest 3,002,504
Net realized and unrealized
appreciation on investments (Note 7) 7,215,238
------------
19,764,319
------------
DEDUCTIONS:
Benefits paid to participants 15,076,225
Administrative expenses (Note 3) 241,976
------------
15,318,201
------------
TRANSFER OF ASSETS FROM MERGED PLAN 3,753,162
------------
NET INCREASE 8,199,280
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of year 104,691,471
------------
NET ASSETS AVAILABLE FOR BENEFITS,
end of year $112,890,751
============
</TABLE>
The accompanying notes are an integral part of this statement.
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BUDGET GROUP, INC. SAVINGSPLUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. PLAN DESCRIPTION:
The following description of the Budget Group, Inc. SavingsPlus Plan (the Plan)
provides only general information. Participants should refer to the summary plan
description for a more complete description of the Plan's provisions.
General
The Plan is a tax deferred savings plan under Section 401(k) of the Internal
Revenue Code (IRC). Substantially all non-union employees of Budget Group, Inc.
(the Employer or Budget) who have completed at least 1000 hours of service and
one year of employment are eligible. Effective January 1, 2000, eligibility was
changed to a continuous period of employment of 90 days. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974.
Effective January 30, 1998, Team Rental Group, Inc. employees were allowed to
enter the Plan.
During the fourth quarter 1998, the following plans were effectively merged into
the Plan: the Arizona Rent-A-Car Systems, Inc. Employees' 401(k) and Profit
Sharing Plan, the Budget Rent-A-Car of St. Louis 401(k) Plan, the Cruise
America, Inc. 401(k) Plan, and the Ryder TRS, Inc. 401(k) Retirement Savings
Plan (the Merged Plans). The participants in these Merged Plans became eligible
to participate in the Plan in the fourth quarter 1998 and first quarter 1999.
During 1999, the Budget 401(k) and Profit Sharing Plan (Budget 401K Plan) was
effectively merged into the Plan.
Contributions and Plan Options
Participants may contribute up to a maximum of 15 percent of their base pay on a
pretax basis and up to 10 percent of their after-tax pay. Contributions are also
limited by certain statutory requirements.
Budget matches 50 percent on the first 2 percent of the employee's compensation
contributed and 25 percent on the next 2 percent of the employee's compensation
contributed. The nondiscretionary match is allocated to the Employer stock.
Additional amounts may be contributed at the option of Budget's Board of
Directors. There were no discretionary contributions for 1999 and 1998. The Plan
allows employees to self direct the discretionary contribution. The Plan
allocates the discretionary contribution based on employee's compensation under
the permitted disparity limit in accordance with the IRC section 401(l).
Due to an administrative error, a portion of the participant contributions of
the Plan was remitted to the Budget 401K Plan during the year ended December 31,
1998, and had been recorded as a receivable from the Budget 401K Plan in the
Statements of Net Assets Available for Benefits as of December 31, 1998. As of
December 31, 1999, Budget effectively merged the Budget 401K Plan into the Plan,
which corrected this error.
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Vesting
Participants are immediately vested in their voluntary contributions plus actual
earnings and losses thereon. Vesting in Budget's matching contributions and
earnings and losses thereon occurs over a period of five years of service at the
rate of 40 percent after two full years and 20 percent for each year thereafter.
Vesting in the employer discretionary contributions plus earnings and losses
thereon occurs upon completion of five 1,000-hour calendar years of service with
the Employer. All calendar years of service will be considered in calculating
vesting, provided participants worked at least 1,000 hours in those years.
Forfeited balances of terminated participants' nonvested accounts are used to
reduce future Employer contributions or to pay plan expenses. Such forfeitures
utilized totaled $179,272 for the year ended December 31, 1999 and were netted
against Employer contributions on the Statement of Changes in Net Assets
Available for Benefits. Forfeited nonvested accounts totaled zero and $69,105 at
December 31, 1999 and 1998, respectively, and were held within the Income Fund
of America.
Benefit Payments
On termination of service due to death, disability, retirement or termination, a
participant shall receive a lump-sum amount equal to the value of the
participant's vested account balance, as defined in the Plan.
Participant Loans
Participants may borrow from their vested accounts a minimum of $1,000, up to a
maximum equal to the lesser of $50,000 or 50 percent of their vested account
balance. Loans shall bear interest at a rate that is commensurate with the
interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances. A loan is repayable over a
period not extending beyond five years, unless such loan is used to acquire a
principal residence of the participant. Interest rates range from 6.0 percent to
11.0 percent for loans outstanding at December 31, 1999.
Plan Termination
Although it has not expressed any intent to do so, the Employer has the right
under the Plan to terminate the Plan at any time. In the event of plan
termination, participants will become 100 percent vested in their accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The financial statements of the Plan are prepared under the accrual method of
accounting.
Investments
At December 31, 1998, the Plan held investments in registered investment
companies and in pooled separate accounts. Plan investments in registered
investment companies were carried at fair market value as determined by quoted
market prices. Plan investments in the pooled separate accounts were reported at
fair market value as determined by Aetna.
At December 31, 1999, the Plan's investments are stated at fair market value as
determined by quoted market prices. Shares of mutual funds are valued at the net
asset value of shares held by the Plan at year end.
At December 31, 1999 and 1998, purchases and sales of securities were recorded
on a trade-date basis. Dividends were recorded on the ex-dividend date. The fair
value of Budget's stock at December 31, 1999 and 1998 was $4,196,501 and
$1,932,296, respectively.
At December 31, 1998, the Plan held investments in a common collective trust
fund, which invested in U.S. Government Securities, bonds, real estate and money
market accounts. The investments in the fund in the accompanying financial
statements were carried at fair value. The crediting interest rate on the fund
was guaranteed and was 5.6 percent at December 31, 1998.
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Benefits Paid
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions to and deductions from the net
assets available for benefits during the reporting period. Actual results could
differ from those estimates.
3. ADMINISTRATIVE EXPENSES:
Substantially all administrative and investment expenses are paid by the Plan,
except for the participant notes receivable in which investment expenses are
paid by the participants.
4. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 112,890,751 $ 104,691,471
Benefits payable (8,792) (424,866)
------------- -------------
Net assets available for
benefits per the Form 5500 $ 112,881,959 $ 104,266,605
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants for the year
ended December 31, 1999, per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Amount
-----------
<S> <C>
Benefits paid to participants for financial reporting purposes $15,076,225
Add: Benefits payable at December 31, 1999 8,792
Less: Benefits payable at December 31, 1998 (424,866)
-----------
Benefits paid to participants per the Form 5500 $14,660,151
===========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but not yet paid as of that date.
5. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed Budget by a letter
dated on September 3, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended since
receiving the determination letter. However, the Plan's administrator and the
Plan's management believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
6. RELATED PARTY TRANSACTIONS:
The Ryder Investment Fund, St. Louis Non-Union Investment Fund and Collective
Short-Term Investment Fund are managed by the trustee, Bank of New York Company,
Inc., a party-in-interest. Martin P. Gregor, a member of Budget's Board of
Directors, is also a member of the Board of Directors for McDonald Investment
Manager, a party-in-interest.
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7. INVESTMENTS:
Investments that represent 5 percent or more of the Plan's net assets available
for benefits, as of December 31, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------- -----------
<S> <C> <C>
Income Fund of America $16,023,850 $19,993,724
Franklin Money Market Fund 10,858,590 10,832,975
Washington Mutual Investors Fund 25,615,260 29,673,025
Franklin Small Cap Growth Fund 10,462,140 3,097,238
Alliance Premier Growth Fund 18,813,083 12,534,447
Ryder Investment Fund 10,636,428 --
Participant notes receivable 5,160,384 5,566,746
</TABLE>
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in value by
$7,215,238, as follows:
<TABLE>
<S> <C>
Mutual and money market funds $ 8,365,512
Budget Group, Inc. Common Stock (1,150,274)
-----------
$ 7,215,238
===========
</TABLE>
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SCHEDULE I
BUDGET GROUP, INC. SAVINGSPLUS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Lessor or
Similar Party Description of Investment Fair Value
-------------------------------------- ------------------------------------- ------------
<S> <C> <C>
The American Funds Group Washington Mutual Investors Fund $ 25,615,260
The American Funds Group Income Fund of America 16,023,850
The American Funds Group Bond Fund of America 4,645,638
Franklin Templeton Franklin Money Market Fund 10,858,590
Alliance Group Alliance Premier Growth Fund 18,813,083
Franklin Templeton Templeton Foreign Fund 3,735,417
Franklin Templeton Franklin Small Cap Growth Fund 10,462,140
Bank of New York Company, Inc.* Ryder Investment Fund 10,636,428
Bank of New York Company, Inc.* St. Louis Non-Union Investment Fund 848,950
Bank of New York Company, Inc.* Collective Short-Term Investment Fund 322,593
AIM Management Group AIM Limited Maturity Fund 34,073
AIM Management Group AIM Cash Reserves Fund 738,867
McDonald Investments* McDonald Money Market Fund 178
------------
Total mutual and money market funds 102,735,067
Budget Group, Inc.* Common stock 4,196,501
Participant notes receivable* Interest rates ranging from 6.0
percent to 11.0 percent, maximum
of five years to maturity, except
for loans used to acquire the
principal residence of the
Participant 5,160,384
------------
Total assets held for investment $112,091,952
============
</TABLE>
*Represents a party-in-interest (Note 6).
The preceding notes are an integral part of this schedule.
13
