UNITED STATES
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): September 10, 2004
THE HERTZ CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-7541 13-1938568
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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225 Brae Boulevard, Park Ridge, New Jersey 07656-0713
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (201) 307-2000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR
240.14a- 12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240. 14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 1 3e-4(c) under the
Exchange Act (17 CFR 240.1 3e-4(c))
Section 1- Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2004, the Company and Ford Motor Company ("Ford"), its
indirect parent, signed an amended Joint Advertising Agreement and an amended
Vehicle Supply Agreement, effective September 1, 2004 for a period of three
years covering the 2005 through 2007 vehicle model years. They amend existing
agreements that expire August 31, 2007.
The terms of the amended Joint Advertising Agreement include Ford's
agreement to pay to the Company one-half of the Company's advertising costs each
year subject to a minimum purchase obligation by the Company and the number of
Ford Vehicles acquired, and provide that it shall only apply to advertising in
the United States. To be eligible for cost reimbursement under the Joint
Advertising Agreement, the advertising must meet certain conditions, including
the condition that it only indicates that the Company features Ford Vehicles in
a manner and with a prominence that is reasonably satisfactory to Ford. It
further provides that if the number of Ford Vehicles acquired by the Company
in any model year is less than has been agreed, Ford will not be obligated to
pay the Company any amount for its advertising costs for that year, except to
the extent that the Company's failure to meet such threshold is attributable to
(a) Ford's failure to supply a sufficient quantity of vehicles for the Company
to meet such threshold or (b) the fact that the terms and conditions of Ford's
vehicle fleet programs offered to the Company were not competitive with the
terms and conditions for the supply of vehicles offered by other automobile
manufacturers to the Company. In no event, however, will Ford be required to pay
any amount for the Company's advertising costs for any year if the number of
Ford Vehicles acquired in the corresponding model year is less than a specified
minimum.
The Company anticipates that the advertising contributions payable by Ford
during the 2005 vehicle model year under the amended Joint Advertising Agreement
will be less than the advertising contributions the Company received from Ford
for the 2004 model year. The Company does not expect that the reductions in
Ford's advertising contributions will have a material adverse effect on the
Company's results of operations.
Under the terms of the amended Vehicle Supply Agreement, it shall only
apply to the Company's fleet requirements in the United States and to "Ford,"
"Lincoln" or "Mercury" brand vehicles (herein referred to as "Ford Vehicles").
(The original Vehicle Supply Agreement was global in scope.) Under the amended
Vehicle Supply Agreement, Ford has agreed to supply to the Company and the
Company has agreed to purchase from Ford, during each of the 2005, 2006 and 2007
vehicle model years, a specific number of Ford Vehicles, rather than the lesser
of a specific number of vehicles or the percentage of the Company's fleet
requirements, as was the case under the original Vehicle Supply Agreement. As a
result of these changes, on a per model year basis, the Company may purchase
fewer vehicles manufactured by Ford than it has under the original Vehicle
Supply Agreement.
Under the terms of the amended agreements, the Company will be able to
enter into vehicle advertising and supply agreements with other automobile
manufacturers in the United States and in other countries, and the Company
intends to explore those opportunities. However, there can be no assurance that
the Company will be able to obtain advertising contributions from other vehicle
manufacturers that will mitigate the reduction in Ford's advertising
contributions.
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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/Richard J. Foti
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Richard J. Foti
Staff Vice President and Controller
(Principal Accounting Officer)
Date: September 15, 2004
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