UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 3, 2005
ANC RENTAL CORPORATION
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(Debtor-in-Possession as of November 13, 2001)
(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-30776 65-0957875
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(Commission File Number) (IRS Employer Identification No)
200 South Andrews Avenue, Fort Lauderdale, Florida 33301
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (954) 320-4547
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ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On February 1, 2005, the Company concluded that the Company's previously
issued financial statements for the fiscal year ended December 31, 2002 should
be restated to correct certain errors contained therein. As a result, the
Company is restating its December 31, 2002 consolidated financial statements.
The Company has discussed the matters contained in this filing with the
Company's then current independent accountant. The following table reflects the
effect of the restatement at December 31, 2002 (in millions):
AS PREVIOUSLY
REPORTED ADJUSTMENT(1) ADJUSTMENT(2) ADJUSTMENT(3) AS RESTATED
SELECTED BALANCE SHEET DATA:
LIABILITIES
Accrued liabilities $ 235.7 $ (24.0) $ 48.6 $ - $ 260.3
Deferred income taxes $ 253.7 $ - $ (253.7) $ - $
Total liabilities $ 4,991.2 $ (24.0) $ (205.1) $ - $ 4,762.1
SHAREHOLDERS' DEFICIT
Retained deficit $(1,133.8) $ 24.0 $ 205.1 $ - $ (904.7)
Total shareholders' deficit $ (285.6) $ 24.0 $ 205.1 $ - $ (56.5)
SELECTED STATEMENT OF OPERATIONS DATA:
Revenues $ 2,393.8 $ - $ - $ 136.8 $ 2,530.6
Direct operating costs $ 1,104.6 $ - $ - $ 136.8 $ 1,241.4
(1) The Company is restating its December 31, 2002 financial statements to
reduce certain unreconciled differences in accrued liability balances
totaling $24 million which relate to December 31, 2001 and prior
periods. Accordingly, the adjustment is reflected as a decrease in
accrued liabilities and a decrease in beginning retained deficit.
(2) The Company is also restating its December 31, 2002 financial
statements to adjust the deferred income tax and other liabilities
accounts. At December 31, 2002 and 2001, the Company recorded a
valuation allowance in excess of the total net operating loss deferred
tax asset amount. The Company initially followed this approach because
of concerns regarding its ability to utilize its tax net operating
losses to offset deferred tax liabilities. The Company has recently
determined that a valuation allowance should have been recognized to
the extent that the Company's deferred tax assets exceed its deferred
tax liabilities. Additionally, the Company is also reclassifying
certain of its tax reserves to other liabilities in accordance with
FASB No. 5 ACCOUNTING FOR CONTINGENCIES. The effect on the
consolidated financial statements at December 31, 2002 is a decrease
in the valuation allowance of $185.5 million, a decrease in the
deferred
tax liability of $68.2 million and an increase in accrued liabilities
of $48.6 million and a decrease in beginning retained deficit of
$205.1 million.
(3) The Company previously recorded certain airport-related charges
collected from customers as a reduction in direct operating costs. The
Company has determined that these amounts should be reflected as
revenue, therefore, $136.8 million was reclassified from directing
operating costs to revenues. This reclassification had no impact on
the loss from continuing operations, net loss or shareholders'
deficit.
ITEM 8.01 OTHER EVENTS.
On February 1, 2005, the Company filed documents with the Secretary of State of
Delaware, authorizing the dissolution of the Company. This action was taken in
conjunction with the Company's efforts to effectuate its Joint Plan of
Liquidation ("the Plan") which was confirmed by the US Bankruptcy Court in
Delaware on April 15, 2004. Paragraph 13.1(b)(ii) of the Plan provides that
"upon entry of the Confirmation Order, notwithstanding the Effective Date, the
Debtors and the Liquidating Trust, as the case may be, shall have the authority
to dissolve the Debtors' corporations."
The Company has not yet met all the criteria for achieving the Effective Date
but is working toward achieving that result. Paragraph 6.5 of the Plan states
that "on the Effective Date, all ANC Common Stock Interests will be extinguished
and no distributions will be made in respect of such ANC Common Stock
Interests."
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS. The exhibit index filed herewith is incorporated herein by
reference.
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.
Date: February 3, 2005
ANC Rental Corporation
By: /s/ John W. Chapman
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John W. Chapman
President
EXHIBIT INDEX
The following exhibits are submitted herewith:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
99.1 Certificate of Dissolution
99.2 Board Resolution authorizing the dissolution
EXHIBIT 99.1
STATE OF DELAWARE
CERTIFICATE OF DISSOLUTION
The corporation organized and existing under General Corporation Law of the
State of Delaware,
DOES HEREBY CERTIFY AS FOLLOWS:
The dissolution of ANC Rental Corporation has been duly authorized by the Board
of Directors in accordance with Section 275 of the General Corporation Law of
the State of Delaware.
The dissolution was authorized on December 31, 2004 with an effective date of
the dissolution to be February 1, 2005.
The following is a list of the names and addresses of the directors of the said
corporation:
Name Address
John W. Chapman 200 S. Andrews Avenue, Fort Lauderdale, FL 33301
The following is a list of the names and addresses of the officers of the said
corporation:
Name Address
John W. Chapman 200 S. Andrews Avenue, Fort Lauderdale, FL 33301
By: /s/ John W. Chapman
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Authorized Officer
Name: John W. Chapman
Title: President and Director
EXHIBIT 99.2
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
ANC RENTAL CORPORATION
December 31, 2004
WHEREAS, the Amended Joint Chapter 11 Liquidating Plan of ANC Rental Corporation
and certain of its subsidiaries, as debtors and debtors-in-possession
(collectively, the "Debtors"), and its Statutory Creditors' Committee (the
"Plan"), and the Order Confirming the Plan, entered on the court's docket on
April 16, 2004 (the "Confirmation Order"), provide that, from and after the
Confirmation Date (as defined in the Plan), Denis O'Connor, as Liquidating
Trustee of the Liquidating Trust (as such terms are defined in the Plan), shall
be deemed to have all corporate governance power over the Debtors in connection
with all post~confirmation activities, including the authority to take actions
to dissolve or merge the Debtor corporations; and,
WHEREAS, the Board has determined that it is advisable and in the best interests
of the Debtors, including ANC Rental Corporation, to immediately assign,
transfer, convey and set over to ANC Liquidating Trust, all assets of ANC
Rental Corporation; and
WHEREAS, the Board has determined that it is advisable and in the best interests
of the Debtors, including ANC Rental Corporation, itself, to be voluntarily
dissolved effective February 1, 2005; and
NOW, THEREFORE, BE IT RESOLVED, that the Board approves the assignment of assets
and dissolution of the Debtors, and be it
FURTHER RESOLVED, that in furtherance of the dissolution of the Debtors, the
Board approves and authorizes Denis O'Connor in his capacity as Liquidating
Trustee for ANC Liquidating Trust to take all necessary steps to dissolve the
Debtors effective February 1, 2005.
IN WITHESS WHEREOF, the undersigned has executed this written consent as of the
date written above.
/s/ John W. Chapman
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John W. Chapman
President
Seal