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) March 24, 1994
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 11 pages.
The Exhibit Index is on page 4 .
Item 4. Changes in Registrant's Certifying Accountant.
(a) As a result of Ford Motor Company ("Ford") acquiring in March
and 1994 an additional 5% of the outstanding common stock of the
(b) registrant from Commerzbank Aktiengesellschaft, bringing Ford's
ownership of the registrant's voting stock to 54%, the Audit
Committee of the Board of Directors of the registrant
recommended that Coopers & Lybrand, the principal independent
public accountant of Ford, be appointed as the principal
independent public accountant of the registrant for the year
ending December 31, 1994, replacing Arthur Andersen & Co., and
on April 1, 1994 Coopers & Lybrand were engaged as such by the
stockholders.
The report of Arthur Andersen & Co. on the financial statements
of the registrant for the two years ended December 31, 1993 and
1992 did not contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that each opinion
includes an explanatory paragraph with respect to the change in
the method of accounting in 1992 for postretirement benefits
other than pensions.
In connection with the audits by Arthur Andersen & Co. of the
two most recent fiscal years of the registrant ended December
31, 1993 and 1992, there was not any disagreement between the
registrant and Arthur Andersen & Co. on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the
satisfaction of Arthur Andersen & Co., would have caused them to
make reference in connection with their reports to the subject
matter of such disagreement. Arthur Andersen & Co. has not
audited any interim period of the registrant subsequent to
December 31, 1993.
Item 5. Other Events.
Exhibits are 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 March 24, 1994, Hertz offered for sale
$150,000,000 principal amount of 7% Senior Notes due April 15, 2001, to
be issued under the Senior Indenture. The exhibits filed herewith
include the form of such Notes.
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Item 7. Financial Statements and Exhibits.
(c) EXHIBITS.
(4) Form of 7% Senior Notes due April 15, 2001, to be issued
by Hertz under the Senior Indenture.
(16) Letter relating to change in certifying accountant. A
letter from Arthur Andersen & Co., the registrant's former
principal independent public accountant, stating whether
it agrees with the statements made in Item 4 of this Form
8-K Current Report and, if not, stating the respects in
which it does not agree with the statements made therein
concerning its replacement as the registrant's principal
independent public accountant.
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: April 5, 1994
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Exhibit Index
Exhibit No. Description Page
4 Form of 7% Senior Notes due 5 - 10
April 15, 2001, to be issued by
Hertz under the Senior Indenture.
16 Letter relating to change in 11
certifying accountant.
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Exhibit 4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR
A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "SECURITIES DEPOSITORY")
TO A NOMINEE OF THE SECURITIES DEPOSITORY OR BY THE SECURITIES
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE SECURITIES DEPOSITORY, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
No.
CUSIP 428040 BA 6 $150,000,000
THE HERTZ CORPORATION
7% Senior Note due April 15, 2001
Original Issue Date: April 4, 1994
Interest Payment Dates: April 15 and October 15
Maturity Date: April 15, 2001
Interest Rate: 7%
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 CEDE & CO., or registered assigns, the principal sum of ONE
HUNDRED FIFTY MILLION DOLLARS (the "Principal Amount") on the Maturity
Date shown above, except as provided below, 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 October 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
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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.
In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form, will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (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 payable with respect
to such Notes in definitive form, 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.
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, as
amended to date (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 7%
Senior Notes due April 15, 2001 of the Company (herein referred to as
the "Notes"), limited except as provided in the Indenture to the
aggregate principal amount of One Hundred Fifty Million Dollars
($150,000,000).
The Notes are not redeemable prior to maturity and are not entitled
to any sinking fund.
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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.
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
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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.
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. If (x) the Securities Depository is at any time
unwilling or unable to continue as securities depository and a successor
depository is not appointed by the Company within 60 days, (y) the
Company executes and delivers to the Trustee a Company Order to the
effect that this Note shall be exchangeable or (z) an Event of Default
has occurred and is continuing with respect to the Notes, this Note
shall be exchangeable for Notes in definitive form of like tenor and of
an equal aggregate principal amount, in denominations of $1,000 and
integral multiples thereof. Such definitive Notes shall be registered
in such name or names as the Securities Depository shall instruct the
Trustee. If definitive Notes are so delivered, the Company may make
such changes to the form of this Note as are necessary or appropriate to
allow for the issuance of such definitive Notes.
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.
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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.
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 but not defined in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
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.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 4, 1994
THE HERTZ CORPORATION
By:____________________________
Chairman of the Board
___
[SEAL] Attest: _______________________
Secretary
___
Dated: April 4, 1994
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
CHEMICAL BANK, as Trustee
By:_______________________
Authorized Officer
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Exhibit 16
ARTHUR
ANDERSEN
Arthur Andersen & Co., SC
Arthur Andersen & Co.
1345 Avenue of the Americas
New York, NY 10105
April 5, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
We have read the statements made by The Hertz Corporation in response
to Item 4 of the Form 8-K Current Report dated April 5, 1994, filed with
the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Yours very truly,
ARTHUR ANDERSEN & CO.
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