8-K 1 form8k.txt FORM 8-K 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 14, 2003 ------------- ANC Rental Corporation ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Delaware ------------------------------------------------------ (State or other jurisdiction 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 -------------- Item 7. Financial Statements and Exhibits. --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. 2.1 Asset Purchase Agreement, by and among ANC Rental Corporation and the other Debtors listed on the signature pages thereof, debtors-in-possession, and Car Acquisition Company LLC and Cerberus Capital Management, L.P., dated as of June 12, 2003 (the "Agreement"). 99.1 Press Release, dated June 17, 2003, of ANC Rental Corporation announcing agreement on the terms of the sale. ANC Rental Corporation agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities & Exchange Commission upon request. Item 9. Regulation FD Disclosure. ------------------------ On June 14, 2003, ANC Rental Corporation ("Seller") and the other Debtors listed on the signature pages of the Agreement (together with Seller, the "Debtors") entered into an agreement with Car Acquisition Company LLC ("Purchaser") and Cerberus Capital Management, L.P. ("Cerberus") in which the Debtors agreed to sell substantially all of their assets to Purchaser, an affiliate of Cerberus. The sale requires the approval of the United States Bankruptcy Court for the District of Delaware. Pursuant to the terms and subject to the conditions of the Agreement, Purchaser shall pay $230 million in cash (subject to certain adjustments) and assume over $2 billion in vehicle debt, $60 million in non-vehicle debt, and provide a $150 million committed working capital line. The agreement was electronically filed with the bankruptcy court on June 14, 2003 and is attached to this Form 8-K as Exhibit 2.1. A press release announcing the terms of the sale was filed June 17, 2003 and is attached to this Form 8-K as Exhibit 99.1. 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: June 17, 2003 ANC Rental Corporation By: /s/ Howard D. Schwartz -------------------------------- Howard D. Schwartz Senior Vice President, General Counsel and Secretary Exhibit Index ------------- 2.1 Asset Purchase Agreement, by and among ANC Rental Corporation and the other Debtors listed on the signature pages thereof, debtors-in-possession, and Car Acquisition Company LLC and Cerberus Capital Management, L.P., dated as of June 12, 2003 99.1 Press Release, dated June 17, 2003, of ANC Rental Corporation announcing agreement on the terms of the sale.

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): April 23, 2003

ANC Rental Corporation

(Debtors-In-Possession as of November 13, 2001)

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction 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

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)		Not applicable.
(b)		Not applicable.
(c)		Exhibits.
99.1		Monthly Operating Report filed with the United States Bankruptcy Court, Wilmington, Delaware.

ITEM 9. REGULATION FD DISCLOSURE.

As previously reported on Form 8-K on November 13, 2001, ANC Rental Corporation (the “Company”) and certain of its direct and indirect U.S. subsidiaries (each, a “Debtor,” and collectively, “Debtors”) filed voluntary petitions under chapter 11 of Title 11, United States Code, in the United States Bankruptcy Court for the District of Delaware (Case No. 01 – 11200 et al., Jointly Administered) on November 13, 2001. The Debtors remain in possession of their assets and properties, and continue to operate their businesses and manage their properties as debtors-in-possession pursuant to the Bankruptcy Code. On April 23, 2003, the Debtors filed with the Court their required consolidated Monthly Operating Report for the month ended March 31, 2003 and the cumulative filing to date period ended March 31, 2003 in a form prescribed by the office of the United States Trustee of the Department of Justice for the District of Delaware. The Monthly Operating Report includes data for the Debtors only. This data is not consistent with the consolidated financial statements that the Company has filed under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Exhibit 99.1 to this Current Report on Form 8-K contains certain of the text of the Monthly Operating Report required to be filed with the Court. The Company’s informational filings with the Court, including the Monthly Operating Report, are available to the public at the office of the Clerk of the Bankruptcy Court, 824 Market Street, 5th Floor, Wilmington, Delaware, 19801. The Monthly Operating Report may be available electronically, for a fee, through the Court’s Internet world wide web site, whose address is www.deb.uscourts.gov (Case No. 01 – 11200). The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company, any other Debtor, or any other affiliate of the Company. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by the applicable bankruptcy laws and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are longer or otherwise different from those required in the Company’s reports pursuant to the Exchange Act.

These combined statements of the Debtors have been prepared assuming continuity of operations, realization of assets and payment of liabilities. Under bankruptcy law, actions by creditors to collect pre-petition indebtedness owed by the Debtors are stayed and other pre-petition contractual obligations may not be enforced against the Debtors. As a result of the chapter 11 filing, there is no assurance that the carrying amounts of assets will be realized or that liabilities will be settled for amounts recorded. After negotiations with various parties in interest, the Debtors expect to present a chapter 11 plan to restructure their obligations. A chapter 11 plan will likely change the amounts reported in the financial statements and cause a material change in the carrying amount of assets and liabilities.

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Due to material uncertainties, it is not possible to predict the length of time the Debtors will operate under chapter 11 protection, the outcome of the proceedings in general, the effect of the proceedings on the Debtors’ businesses or the recovery by creditors of the Debtors and equity holders of the Company.

The Company provides no assurance that the combined balance sheet and results of operations included herewith fairly and materially represent the results of operations and financial position of the Company taken as a whole. The divisions and operations excluded relate to international operations, an insurance captive and special purpose financing entities, which were not part of the chapter 11 filing.

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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.

Date: April 23, 2003

ANC Rental Corporation By: /s/ Michael J. Kipp Michael J. Kipp Vice President, Controller Principle Accounting Officer

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Exhibit Index

99.1 Monthly Operating Report filed with the United States Bankruptcy Court, Wilmington, Delaware.

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