SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 15, 1993
THE HERTZ CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware 1-7541 13-1938568
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
225 Brae Boulevard, Park Ridge, New Jersey 07656-0713
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 307-2000
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 9 pages.
The Exhibit Index is on page 3 .
Item 5. Other Events.
An exhibit is filed herewith in connection with the Registration
Statement on Form S-3 (File No. 33-39145) filed by The Hertz Corporation
("Hertz"), with the Securities and Exchange Commission covering Senior
and Senior Subordinated Debt Securities issuable under an Indenture
dated as of April 1, 1986, as supplemented by the First Supplemental
Indenture dated as of April 2, 1990, between Hertz and Chemical Bank, as
successor trustee to Manufacturers Hanover Trust Company, as Trustee
(the "Senior Indenture") or an Indenture dated as of June 1, 1989,
between Hertz and The Bank of New York, as Trustee (the "Senior
Subordinated Indenture"). On October 15, 1993, Hertz offered for sale
$100,000,000 principal amount of 6-3/8% Senior Notes due October 15,
2005, which were issued under the Senior Indenture. The exhibit
consists of the form of such Notes.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS
(4) Form of 6-3/8% Senior Notes due October 15, 2005, issued by
Hertz under the Senior Indenture.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE HERTZ CORPORATION
(Registrant)
By: /s/ Leo A. Massad Jr.
Leo A. Massad, Jr.
Staff Vice President
and Controller
(Principal Accounting Officer)
Dated: February 3, 1994
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Exhibit Index
Exhibit No. Description Page
4 Form of 6-3/8% Senior Notes due 4 - 9
October 15, 2005, issued by Hertz
under the Senior Indenture.
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EXHIBIT 4
REGISTERED REGISTERED
NUMBER HERTZ $
R THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
ORIGINAL ISSUE DATE: October 20, 1993
MATURITY DATE: October 15, 2005
INTEREST PAYMENT DATES: April 15 and October 15
INTEREST RATE: 6 3/8%
THE HERTZ CORPORATION, a Delaware corporation (hereinafter called
the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises
to pay to
CUSIP 428040 AY 5
,or registered assigns, the principal sum of
DOLLARS
on the Maturity Date shown above, except as provided on the reverse
hereof, and to pay interest thereon at the rate per annum shown above.
The Company will pay interest semi-annually on the Interest Payment
Dates, commencing with April 15, 1994. Interest on this Note will
accrue from the most recent date to which interest has been paid or, if
no interest has been paid, from the Original Issue Date shown above.
The Interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date for such Interest, which shall be the April 1 or the October 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is
registered on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Company, notice whereof shall be given to
holders of Notes not less than 15 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange upon which
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture. Payment of the
principal of and interest on this Note will be made at the office or
agency of the Company maintained for that purpose in New York, New York
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HERTZ
THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
(the Place of Payment), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear on the Security
Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee under such Indenture, this Note shall not be entitled to
any benefit under such Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed manually or in facsimile, and a facsimile of its corporate
seal to be imprinted hereon.
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein,
issued under the Indenture described herein.
CHEMICAL BANK,
as Trustee
By Authorized Officer
THE HERTZ CORPORATION
By /s/ F.A. Olson
Chairman of the Board
Attest: /s/ Sally W. Staebler
Secretary
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
This Note is one of a duly authorized issue of securities of the
Company (herein referred to as the "Securities") evidencing its
unsecured indebtedness, of the series hereinafter specified, all issued
under and pursuant to an indenture, dated as of April 1, 1986 (herein
referred to as the "Indenture"), duly executed and delivered by the
Company and Chemical Bank (successor by merger to Manufacturers Hanover
Trust Company), Trustee (hereinafter called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and Holders of the Securities. The Securities may be issued in
one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking,
purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the 6
3/8% Senior Notes due October 15, 2005 of the Company (herein referred
to as the "Notes"), limited except as provided in the Indenture to the
aggregate principal amount of One Hundred Million Dollars
($100,000,000).
The Notes are not redeemable prior to maturity and are not entitled
to any sinking fund.
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture. The Indenture provides that
in certain events such declaration and its consequences may be waived by
the Holders of a majority in aggregate principal amount of the Notes
then Outstanding. Any such waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders and owners of this Note and
of any Note issued upon the transfer hereof or in exchange or
substitution herefor, irrespective of whether or not any notation of
such waiver is made upon this Note or such other Notes.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of all Outstanding Securities or, in certain
cases, of the Outstanding Securities of each series to be affected,
evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that
no such supplemental indenture shall (i) change the Stated Maturity of
the principal of, or any installment of principal or interest on, any
Security, or reduce the principal amount thereof or the rate of
interest, if any, thereon, or any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discounted Security
that would be due and payable upon a declaration of the Maturity
thereof, or change the Place of Payment, or change the coin or currency
in which any Security or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date) or (ii) reduce the percentage in principal
amount of the Outstanding Securities or the Outstanding Securities of
any particular series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required
for any waiver of compliance with certain provisions of the Indenture or
certain defaults thereunder or their consequences provided for in the
Indenture. It is also provided in the Indenture that prior to the
acceleration of maturity of the Securities of any particular series upon
the occurrence of an Event of Default with respect to such series as
permitted by the Indenture, the Holders of a majority in aggregate
principal amount of the Securities of such series at the time
Outstanding may on behalf of the Holders of all of the Securities of
such series waive any past default under the Indenture with respect to
Securities of such series and its consequences, except a default in the
payment of the principal of or premium, if any, or interest, if any, on
any of the Securities of such series. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders
and owners of this Note and of any Note issued upon transfer hereof or
in exchange or substitution herefor, irrespective of whether or not any
notation of such consent or waiver is made upon this Note or such other
Notes.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or
currency, herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note is registrable by the
Holder hereof on the Security Register of the Company, upon due
presentment of this Note for registration of transfer at the office of
the Security Registrar, or at the office of any Security Co-Registrar
duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to, the Company and the Security Registrar or any such
Security Co-Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes
of authorized denominations and for the same aggregate principal amount
will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $1000 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth,
Notes are exchangeable for new Notes of any authorized denominations of
the same aggregate principal amount as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment for registration of transfer, the Company,
the Trustee, the Security Registrar, any Security Co-Registrar and any
agent of the Company or the Trustee may treat the Person in whose name
this Note is registered as the absolute owner hereof for all purposes,
whether or not this Note be overdue, and neither the Company, the
Trustee, the Security Registrar, any Security Co-Registrar nor any such
agent shall be affected by notice to the contrary.
The Holder of this Note shall not have recourse for the payment of
principal of or interest on this Note or for any claim based on this
Note or the Indenture against any director, officer or stockholder,
past, present, or future, of the Company. By acceptance of this Note,
the Holder waives any such claim against any such Person.
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THE HERTZ CORPORATION
6 3/8% Senior Note due October 15, 2005
(continued)
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
_______________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
Please print or typewrite name and address of assignee
the within Note and hereby does irrevocably constitute and appoint
Attorney
to transfer said Note on the books of the within-mentioned Company, with
full power of substitution in premises.
Dated
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the Note in every
particular, without alteration or
enlargement or any change whatever.
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