1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): NOVEMBER 25, 1997
CRUISE AMERICA, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation)
1-9471 59-1403609
(Commission File Number) (I.R.S. Employer Identification No.)
11 WEST HAMPTON AVENUE
MESA, ARIZONA 85210
(Address of principal executive offices) (Zip Code)
(602) 464-7300
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
Page 1 of 4 Pages
Exhibit Index at Page 3
2
ITEM 5. OTHER EVENTS.
On November 25, 1997, Cruise America, Inc., a Florida
corporation ("Cruise America"), Budget Group, Inc., a Delaware
corporation ("Budget"), and CA Acquisition Corporation, a newly formed
Florida corporation and wholly owned subsidiary of Budget ("Sub"),
entered into a Plan and Agreement of Merger dated as of November 25,
1997 (the "Merger Agreement"), pursuant to which Sub will merge with
and into Cruise America (the "Merger"), with Cruise America thereafter
becoming a wholly owned subsidiary of Budget.
Pursuant to the terms of the Merger Agreement, each share of
Cruise America common stock, $.01 par value per share (the "Cruise
America Common Stock"), outstanding immediately prior to the effective
time (the "Effective Time") of the Merger will be converted into the
right to receive .28073 of a share of Budget's Class A common stock,
$.01 par value per share (the "Budget Common Stock").
Each holder of Cruise America Common Stock who would otherwise
be entitled to receive a fractional share of Budget Common Stock (after
taking into account all of a holder's certificates representing shares
of Cruise America Common Stock) will be entitled to receive cash,
without interest, in lieu thereof.
It is intended that the Merger will qualify as a tax-free
reorganization under 368(a) of the Internal Revenue Code of 1986, as
amended, for federal income tax purposes.
Consummation of the Merger is subject to various conditions,
including: (i) receipt of the approval of the holders of a majority of
the outstanding shares of Cruise America Common Stock; (ii) expiration
or early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended; (iii) receipt of
certain tax and legal opinions; and (iv) listing, subject to notice of
issuance, on the New York Stock Exchange of the shares of Budget Common
Stock to be issued in the Merger.
The Merger Agreement and the Merger will be submitted for
approval at a special meeting of the shareholders (the "Special
Meeting") of Cruise America. Prior thereto, Budget will file a
registration statement (including a prospectus that will serve as a
proxy statement for the Special Meeting) with the Securities and
Exchange Commission to register under the Securities Act of 1933, as
amended, the shares of Budget Common Stock to be issued to Cruise
America's shareholders in connection with the Merger.
In connection with the Merger Agreement, certain of Cruise
America's shareholders, namely, Robert A. Smalley (Chairman of the
Board of Cruise America), Randall S. Smalley (President and Chief
Executive Officer of Cruise America), Robert A. Smalley, Jr. (Executive
Vice President and Chief Operating Officer of Cruise America), and
Sally Smalley DiLucente, who beneficially own or control in the
aggregate approximately 29% of the outstanding shares of Cruise America
Common Stock, have
Page 2 of 4 Pages
3
executed Irrevocable Proxy Agreements (the "Irrevocable Proxy
Agreements") appointing Budget, with full power of substitution, as
proxy holder to represent their shares at the Special Meeting and to
vote in favor of approval of the Merger.
In connection with the execution of the Merger Agreement and
the Irrevocable Proxy Agreements, Cruise America amended the Rights
Agreement, dated as of March 8, 1989 (as amended, the "Rights
Agreement"), between Cruise America and ChaseMellon Shareholder
Services, LLC (formerly Mellon Securities Trust Company), as rights
agent, so that: (i) execution of such agreements and consummation of
the Merger and the other transactions contemplated thereby did not and
will not cause the Rights (as such term is defined in the Rights
Agreement) to be triggered or become exercisable; and (ii) the Rights
Agreement will terminate at the Effective Time.
The foregoing summary of the Merger is qualified in its
entirety by reference to the text of the Merger Agreement, Amendment
No. 1 to the Rights Agreement and Budget's Press Release dated November
25, 1997, which are attached hereto as Exhibit 2.1, 4.1 and 99.1,
respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless
otherwise noted.
EXHIBIT INDEX
2.1 Plan and Agreement of Merger dated as of November 25, 1997,
among Budget Group, Inc., CA Acquisition Corporation and Cruise America,
Inc.
4.1 Form of Amendment No. 1 to Rights Agreement dated as of March 8,
1989 between Cruise America, Inc. and ChaseMellon Shareholder Services,
LLC (formerly Mellon Securities Trust Company).
99.1 Press Release of Budget Group, Inc. dated November 25, 1997.
Page 3 of 4 Pages
4
SIGNATURES
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.
CRUISE AMERICA, INC.
Date: December 5, 1997 By: /s/ ERIC R. BENSEN
-------------------------------
Eric R. Bensen
Chief Financial Officer
Page 4 of 4 Pages