1
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): JUNE 30, 2000
ANC RENTAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or other jurisdication of incorporation)
0-30776 65-0957875
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
200 SOUTH ANDREWS AVENUE, FORT LAUDERDALE, FLORIDA 33301
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (954) 320-4000
2
Item 1. CHANGES IN CONTROL OF REGISTRANT.
On June 30, 2000 and pursuant to a Separation and Distribution
Agreement between ANC Rental Corporation and AutoNation, Inc. of the same date,
AutoNation, Inc. effected the tax free spin-off of ANC Rental Corporation to its
shareholders. Prior to the spin-off, ANC was a wholly owned subsidiary of
AutoNation. With the spin-off, all of the outstanding shares of ANC common stock
were distributed to AutoNation stockholders in a ratio of one share of ANC
common stock for every eight shares of AutoNation common stock that they owned
as of June 16, 2000. Holders of AutoNation common stock did not pay for the
distributed shares of ANC common stock. Immediately after the spin-off, all of
the capital stock of ANC was held by the stockholders of AutoNation.
ANC's common stock commenced regular way trading on the Nasdaq National
Market System on July 3, 2000. The spin-off is more fully described in ANC's
Registration Statement on Form 10 (File No. 0-30776), as amended, which was
declared effective by the Securities and Exchange Commission on June 16, 2000.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
3.1 Amended and Restated Certificate of Incorporation of
ANC Rental Corporation
3.2 Amended and Restated Bylaws of ANC Rental Corporation
10.1 Amended and Restated $175,000,000 Credit Agreement,
dated as of June 30, 2000, among ANC Rental
Corporation, Lehman Brothers Inc., Lehman Commercial
Paper Inc. and Congress Financial Corporation
(Florida)
10.2 Amended and Restated $40,000,000 Credit Agreement,
dated as of June 30, 2000, among ANC Rental
Corporation, Lehman Brothers Inc., and Lehman
Commercial Paper Inc.
10.3 Guarantee and Collateral Agreement (Borrowing Base
Facility), dated as of June 30, 2000
-2-
3
10.4 Guarantee and Collateral Agreement (Supplemental
Facility), dated as of June 30, 2000
10.5 Amended and Restated $225,000,000 Senior Loan
Agreement, dated as of June 30, 2000, among ANC
Rental Corporation, Lehman Brothers Inc. and Lehman
Commercial Paper Inc.
10.6 Indenture, dated as of June 30, 2000, among ANC
Rental Corporation, the guarantors named therein and
The Bank of New York
10.7 Equity Registration Rights Agreement, dated as of
June 30, 2000, between ANC Rental Corporation and
Lehman Commercial Paper Inc.
10.8 Debt Registration Rights Agreement, dated as of June
30, 2000, between ANC Rental Corporation, the
guarantors named therein and Lehman Commercial Paper
Inc.
10.9 Warrant Agreement, dated as of June 30, 2000, between
ANC Rental Corporation and The Bank of New York
10.10 Escrow Agreement, dated as of June 30, 2000, among
ANC Rental Corporation, Lehman Brothers Inc., Lehman
Commercial Paper Inc. and The Bank of New York
10.11 Subsidiary Guaranty, dated as of June 30, 2000, by
the guarantors named therein in favor of Lehman
Commercial Paper Inc.
10.12 Separation and Distribution Agreement, dated as of
June 30, 2000, between ANC Rental Corporation and
AutoNation, Inc.
10.13 Transitional Services Agreement, dated as of June 30,
2000, between ANC Rental Corporation and AutoNation,
Inc.
10.14 Tax Sharing Agreement, dated as of June 30, 2000,
between ANC Rental Corporation and AutoNation, Inc.
10.15 ANC Rental Corporation 2000 Stock Option Plan
10.16 ANC Rental Corporation Employee Stock Purchase Plan
-3-
4
10.17 Forms of Nonqualified Stock Option Agreements Under
ANC Rental Corporation Stock Option Plan
10.18 Reimbursement Agreement, dated as of June 30, 2000,
between ANC Rental Corporation and AutoNation, Inc.
-4-
5
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: July 14, 2000
ANC Rental Corporation
By: /s/ Howard D. Schwartz
--------------------------------------
Howard D. Schwartz
Senior Vice President, General Counsel
and Secretary
-5-
6
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of ANC Rental
Corporation
3.2 Amended and Restated Bylaws of ANC Rental Corporation
10.1 Amended and Restated $175,000,000 Credit Agreement, dated as of June
30, 2000, among ANC Rental Corporation, Lehman Brothers Inc., Lehman
Commercial Paper Inc. and Congress Financial Corporation (Florida)
10.2 Amended and Restated $40,000,000 Credit Agreement, dated as of June 30,
2000, among ANC Rental Corporation, Lehman Brothers Inc., and Lehman
Commercial Paper Inc.
10.3 Guarantee and Collateral Agreement (Borrowing Base Facility), dated as
of June 30, 2000
10.4 Guarantee and Collateral Agreement (Supplemental Facility), dated as of
June 30, 2000
10.5 Amended and Restated $225,000,000 Senior Loan Agreement, dated as of
June 30, 2000, among ANC Rental Corporation, Lehman Brothers Inc. and
Lehman Commercial Paper Inc.
10.6 Indenture, dated as of June 30, 2000, among ANC Rental Corporation, the
guarantors named therein and The Bank of New York
10.7 Equity Registration Rights Agreement, dated as of June 30, 2000,
between ANC Rental Corporation and Lehman Commercial Paper Inc.
10.8 Debt Registration Rights Agreement, dated as of June 30, 2000, between
ANC Rental Corporation, the guarantors named therein and Lehman
Commercial Paper Inc.
10.9 Warrant Agreement, dated as of June 30, 2000, between ANC Rental
Corporation and The Bank of New York
10.10 Escrow Agreement, dated as of June 30, 2000, among ANC Rental
Corporation, Lehman Brothers Inc., Lehman Commercial Paper Inc. and The
Bank of New York
-6-
7
10.11 Subsidiary Guaranty, dated as of June 30, 2000, by the guarantors named
therein in favor of Lehman Commercial Paper Inc.
10.12 Separation and Distribution Agreement, dated as of June 30, 2000,
between ANC Rental Corporation and AutoNation, Inc.
10.13 Transitional Services Agreement, dated as of June 30, 2000, between ANC
Rental Corporation and AutoNation, Inc.
10.14 Tax Sharing Agreement, dated as of June 30, 2000, between ANC Rental
Corporation and AutoNation, Inc.
10.15 ANC Rental Corporation 2000 Stock Option Plan
10.16 ANC Rental Corporation Employee Stock Purchase Plan
10.17 Forms of Nonqualified Stock Option Agreements Under ANC Rental
Corporation Stock Option Plan
10.18 Reimbursement Agreement, dated as of June 30, 2000, between ANC Rental
Corporation and AutoNation, Inc.
-7-