1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 1999
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
ANC RENTAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
110 S.E. 6TH STREET 33301
FORT LAUDERDALE, FL (Zip Code)
(Address of Principal Executive Offices)
(954) 769-7000
(Registrant's Telephone Number, Including Area Code)
---------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAMES OF EACH EXCHANGE ON
TITLE OF CLASS TO BE SO REGISTERED WHICH CLASS IS TO BE REGISTERED
---------------------------------- -------------------------------
Common Stock ($.01 Par Value) New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
ANC RENTAL CORPORATION
CROSS-REFERENCE SHEET BETWEEN THE INFORMATION STATEMENT ATTACHED TO THIS
DOCUMENT AS
ANNEX A AND ITEMS OF FORM 10
I. INFORMATION INCLUDED IN INFORMATION STATEMENT AND INCORPORATED BY REFERENCE
INTO
THE REGISTRATION STATEMENT ON FORM 10
ITEM
NO. ITEM CAPTION LOCATION IN INFORMATION STATEMENT
- ---- ------------ ---------------------------------
1. Business................................... Summary; Management's Discussion and
Analysis of Financial Condition and Results
of Operations; and Business
2. Financial Information...................... Summary; Capitalization; Selected Financial
Data; Unaudited Consolidated Pro Forma
Financial Statements; and Management's
Discussion and Analysis of Financial
Condition and Results of Operations
3. Properties................................. Business
4. Security Ownership of Certain Beneficial
Owners and Management...................... Management
5. Directors and Executive Officers........... Management
6. Executive Compensation..................... Management
7. Certain Relationships and Related
Transactions............................... Summary; The Spin-off; Management; and
Certain Relationships and Related
Transactions.
8. Legal Proceedings.......................... Business
9. Market Price of and Dividends on the
Registrant's Common Equity and Related
Stockholder Matters........................ Summary; The Spin-off; and Description of
Capital Stock
11. Description of Registrant's Securities to
be Registered.............................. Description of Capital Stock
12. Indemnification of Directors and
Officers................................... Management
13. Financial Statements and Supplementary
Data....................................... Summary; Unaudited Consolidated Pro Forma
Financial Statements; and Consolidated
Financial Statements
II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
10. Recent Sales of Unregistered Securities
None
14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None
3
15. Financial Statements and Exhibits.
(a) Financial Statements and Financial Statement Schedules.
The following financial statements are included or incorporated by
reference in the Information Statement and filed as a part of this Registration
Statement on Form 10:
(1) Unaudited Consolidated Pro Forma Financial Statements of ANC Rental;
(2) Consolidated Financial Statements of ANC Rental; and
(3) Financial Statements of Value Rent-A-Car, Inc. as of and for the
year ended December 31, 1996.
The following financial statement schedule for the years ended December 31,
1998, 1997 and 1996 is filed with this report:
II -- Valuation and Qualifying Accounts
(b) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1* Form of Separation and Distribution Agreement to be entered
into by and between AutoNation and ANC Rental
3.1* Certificate of Incorporation of ANC Rental
3.2* By-laws of ANC Rental
4.1* Form of Specimen Stock Certificate of ANC Rental common
stock
4.2 Master Motor Vehicle Lease and Servicing Agreement dated as
of February 26, 1999 among National Car Rental System, Inc.
as lessee, National Car Rental Financing Limited Partnership
as lessor, and AutoNation, Inc. as guarantor (incorporated
by reference to Exhibit 4.2 to AutoNation's Quarterly Report
on Form 10-Q for the Quarter Ended March 31, 1999)
4.3 Series 1999-1 Supplement dated as of February 26, 1999
between National Car Rental Financing Limited Partnership
("NFLP"), and The Bank of New York, as Trustee (the
"Trustee") to the Base Indenture, dated as of April 30, 1996
between NFLP and the Trustee, as amended by the supplement
and amendment to the Base Indenture, dated as of December
20, 1996, between NFLP and the Trustee (incorporated by
reference to Exhibit 4.3 to AutoNation's Quarterly Report on
Form 10-Q for the Quarter ended March 31, 1999)
4.4 Base Indenture dated as of February 26, 1999 between ARG
Funding Corp. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.4 to AutoNation's
Quarterly Report on Form 10-Q for the Quarter ended March
31, 1999)
4.5 Series 1999-1 Supplement dated as of February 26, 1999
between ARG Funding Corp. and The Bank of New York as
Trustee to the ARG Base Indenture (incorporated by reference
to Exhibit 4.5 to AutoNation's Quarterly Report on Form 10-Q
for the Quarter ended March 31, 1999)
4.6 Third Amended and Restated Master Collateral Agency
Agreement dated as of February 26, 1999 among National Car
Rental System, Inc., Alamo Rent-A-Car, Inc. and Spirit
Rent-A-Car, Inc. d/b/a CarTemps USA, Alamo Financing, L.P.,
National Car Rental Financing Limited Partnership and
CarTemps Financing, L.P., as lessor grantors, AutoNation,
Inc. as master servicer and Citibank, N.A., as master
collateral agent (incorporated by reference to Exhibit 4.5
to AutoNation's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1999)
4
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.1* Form of Tax Sharing Agreement to be entered into by and
between AutoNation and ANC Rental
10.2* Form of Transitional Services Agreement to be entered into
by and between AutoNation and ANC Rental
10.3 Letter Agreement between Alamo Rent-A-Car, Inc. and General
Motors Corporation dated November 18, 1997 (incorporated by
reference to Exhibit 10.25 to AutoNation's Annual Report on
Form 10-K for the year ended December 31, 1997)
10.4 Letter Agreement between National Car Rental System, Inc.
and General Motors Corporation dated November 18, 1997
(incorporated by reference to Exhibit 10.26 to AutoNation's
Annual Report on Form 10-K for the year ended December 31,
1997)
10.5 Letter Agreement between National Car Rental System, Inc.
and General Motors Corporation dated December 16, 1998
(incorporated by reference to Exhibit 10.22 to AutoNation's
Annual Report on Form 10-K for the year ended December 31,
1998)
10.6 Letter Agreement between Alamo Rent-A-Car, Inc. and General
Motors Corporation dated December 16, 1998 (incorporated by
reference to Exhibit 10.23 to AutoNation's Annual Report on
Form 10-K for the year ended December 31, 1998)
21* Subsidiaries of ANC Rental
27.1 Financial Data Schedule for the Six Months Ended June 30,
1999 (For SEC use only)
27.2 Financial Data Schedule for the Six Months Ended June 30,
1998 (For SEC use only)
27.3 Financial Data Schedule for the Year Ended December 31, 1998
(For SEC use only)
27.4 Financial Data Schedule for the Year Ended December 31, 1997
(For SEC use only)
27.5 Financial Data Schedule for the Year Ended December 31, 1996
(For SEC use only)
99.1 Information Statement dated as of , 1999 attached
to this Registration Statement as Annex A
99.2 Financial Statements of Value Rent-A-Car, Inc. as of and for
the year ended December 31, 1996 (incorporated by reference
to pages F-29 to F-47 of Exhibit 99 to Current Report on
Form 8-K dated as of September 15, 1997 filed by AutoNation,
Inc.)
- -------------------------
* To be filed by amendment
5
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
To ANC Rental Corporation:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of ANC Rental Corporation and subsidiaries
included in this registration statement and have issued our report thereon dated
October 15, 1999. Our audit was made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The schedule included under
Item 15(a) is the responsibility of the Company's management and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
October 15, 1999.
6
ANC RENTAL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II
(IN MILLIONS)
BALANCE
AT ADDITIONS BALANCE
BEGINNING CHARGED TO AT END
CLASSIFICATIONS OF YEAR INCOME DEDUCTIONS OTHER OF YEAR
- --------------- --------- ---------- ---------- ------ -------
Allowance for doubtful accounts:
1998..................................... $28.8 $15.0 $(16.0)(2) $ .7(1) $28.5
1997..................................... 9.2 7.0 (3.3)(2) 15.9(1) 28.8
1996..................................... 6.0 3.7 (.5)(2) -- 9.2
Restructuring reserves(3):
1998..................................... 41.9 -- (18.7)(5) (3.7)(4) 19.5
1997..................................... 9.5 78.0 (28.1)(5) (17.5)(4) 41.9
1996..................................... -- 13.5 -- (4.0)(4) 9.5
- ---------------
(1) Allowance of acquired businesses.
(2) Accounts written off.
(3) Included under the caption "Accrued Liabilities" in the Company's
Consolidated Balance Sheets.
(4) Primarily asset write-offs.
(5) Primarily cash payments of costs associated with restructuring activities.
7
III. SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
ANC RENTAL CORPORATION
By: /s/ MICHAEL S. KARSNER
------------------------------------
Michael S. Karsner
Acting Chief Executive Officer
Date: October 21, 1999