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As filed with the Securities and Exchange Commission on November 16, 2000
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(Address, including zip code, of registrant's principal executive offices)
BUDGET RENT A CAR CORPORATION
EMPLOYEE RETIREMENT PLAN FOR
COLLECTIVELY BARGAINED EMPLOYEES
(Full title of plans)
SANFORD MILLER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BUDGET GROUP, INC.
125 BASIN STREET
SUITE 210
DAYTONA BEACH, FLORIDA 32114
(904) 238-7035
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT L. APRATI JEFFREY M. STEIN, ESQ.
EXECUTIVE VICE PRESIDENT, KING & SPALDING
GENERAL COUNSEL AND SECRETARY 191 PEACHTREE STREET
BUDGET GROUP, INC. ATLANTA, GEORGIA 30303-1763
4225 NAPERVILLE ROAD (404) 572-4600
LISLE, ILLINOIS 60532
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to Offering Price Aggregate Registration
be Registered Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per share..................... 200,000 $ 1.94 $388,000 $102.44
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Interests in Budget Group, Inc.
SavingsPlus Plan............................. (1) -- -- --
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests 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 Class A Common Stock of Budget Group, Inc. as
reported on The New York Stock Exchange on November 13, 2000.
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EXPLANATORY NOTE
Effective December 31, 1998, Budget Group, Inc. (the "Registrant" or
the "Company") merged the Budget Rent-a-Car of St. Louis, Inc. Collective
Bargaining Plan (the "St. Louis Union Plan") into the Budget Rent-a-Car
Employees Retirement Plan for Collectively Bargained Employees (the "Union
Plan"). This Registration Statement and the accompanying prospectus relate to
200,000 shares of the Registrant's common stock, par value $0.01 per share (the
"Common Stock") reserved for issuance under the Union Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to employees and/or directors of Budget Group, Inc. (the
"Company" or the "Registrant") as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with the
instructions of Part I of Form S-8, such documents will not be filed with the
Securities Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by the Registrant
with the Commission and are hereby incorporated by reference into this
Registration Statement as of their respective dates:
(a) Annual Report on Form 10-K for the year ended December 31,
1999;
(b) Quarterly Report on Form 10-Q for the quarters ended March
31, 2000, June 30, 2000 and September 30, 2000;
(c) Current Report on Form 8-K, filed January 5, 2000; and
(d) the description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, dated April
15, 1997, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered hereunder 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.
Any statement contained in any document incorporated or deemed to be
incorporated by reference into this Registration Statement shall be deemed to be
modified or superseded for purposes thereof to the extent that a statement
contained therein or in any other subsequently filed document that is also
incorporated or deemed to be incorporated therein by reference modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement.
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Item 4. Description of Securities.
Inapplicable.
Item 5. Interest of Named Experts and Counsel.
Inapplicable.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the
complete statute, Restated Certificate of Incorporation, Bylaws and agreements
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 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 Registrant (the "Restated Certificate of
Incorporation") provides that no director shall be liable to the Registrant 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 Registrant's Bylaws provide indemnification of the Registrant's
directors and officers, both past and present, to the fullest extent permitted
by the DGCL, and allow the Registrant 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
indemnification is not available to such director or officer pursuant to the
Bylaws. The Registrant's Bylaws also authorize the Registrant 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
Registrant 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 Registrant has entered into indemnification agreements with each of
its directors and certain of its executive officers. The indemnification
agreements require the Registrant, 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.
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Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
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<CAPTION>
Exhibit Description
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<S> <C>
4.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4, File No. 333-78257, dated
May 11, 1999).
4.2 Amended and Restated Bylaws 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).
4.3 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration Statement on Form
S-1, File No. 333-34799, dated September 26, 1997).
4.4 * Budget Rent A Car Corporation Employee Retirement Plan for
Collectively Bargained Employees.
5.1 * Opinion of King & Spalding regarding legality of shares
being registered.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of King & Spalding (included in Exhibit 5.1).
24.1* Power of Attorney (included on signature page).
</TABLE>
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* Filed herewith
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a) (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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
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furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this 16th day of
November, 2000.
BUDGET GROUP, INC.
By: /s/ SANFORD MILLER
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Sanford Miller
Chairman of the Board and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sanford Miller and Robert L. Aprati, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for such person and in his name, place and
stead, in any and all capacities, to sign this Registration Statement on Form
S-8 and any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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
attorneys-in-fact and agents, and any of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 16, 2000.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Sanford Miller Chairman of the Board and Chief Executive
--------------------------------------- Officer (Principal Executive Officer)
Sanford Miller
/s/ William S. Johnson Chief Financial Officer (Principal
--------------------------------------- Financial Officer)
William S. Johnson
/s/ Thomas L. Kram Vice President, Controller
--------------------------------------- (Principal Accounting
Thomas L. Kram Officer)
/s/ Jeffrey D. Congdon
--------------------------------------- Director
Jeffrey D. Congdon
/s/ Ronald D. Agronin
--------------------------------------- Director
Ronald D. Agronin
/s/ James F. Calvano
--------------------------------------- Director
James F. Calvano
</TABLE>
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<TABLE>
<S> <C>
/s/ F. Perkins Hixon, Jr.
--------------------------------------- Director
F. Perkins Hixon, Jr.
/s/ Martin P. Gregor
--------------------------------------- Director
Martin P. Gregor
/s/ John P. Kennedy
--------------------------------------- Director
John P. Kennedy
/s/ Stephen L. Weber
--------------------------------------- Director
Stephen L. Weber
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