-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DuRSaP2EIfQJlQ+QsgWV1MUBYB9U6igB4jsh/2JMZZyMLZIZSTMgUzAeAQaa9GDm MHjj9CIKmpw28+8FifTYsQ== 0000950103-01-500454.txt : 20010307 0000950103-01-500454.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950103-01-500454 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010305 GROUP MEMBERS: FORD FSG II, INC. GROUP MEMBERS: FORD FSG, INC. GROUP MEMBERS: FORD MOTOR CO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ CORP CENTRAL INDEX KEY: 0000047129 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 131938568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-52747 FILM NUMBER: 1561340 BUSINESS ADDRESS: STREET 1: 225 BRAE BLVD CITY: PARK RIDGE STATE: NJ ZIP: 07656 BUSINESS PHONE: 2013072000 MAIL ADDRESS: STREET 1: 225 BRAE BLVD CITY: PARK RIDGE STATE: NJ ZIP: 07656 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ CORP CENTRAL INDEX KEY: 0000047129 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 131938568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-52747 FILM NUMBER: 1561341 BUSINESS ADDRESS: STREET 1: 225 BRAE BLVD CITY: PARK RIDGE STATE: NJ ZIP: 07656 BUSINESS PHONE: 2013072000 MAIL ADDRESS: STREET 1: 225 BRAE BLVD CITY: PARK RIDGE STATE: NJ ZIP: 07656 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORD MOTOR CO CENTRAL INDEX KEY: 0000037996 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380549190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3133223000 SC TO-T/A 1 tota3.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE TO/A (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) The Hertz Corporation (Name of Subject Company) Ford FSG, Inc. Ford FSG II, Inc. Ford Motor Company (Name of Filing Persons - Offerors) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ----------------------- 428040109 (CUSIP Number of Class of Securities) Peter Sherry, Jr., Esq. Ford Motor Company One American Rd., Rm. 1038 Dearborn, MI 48126 (313) 323-2130 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communication on Behalf of Filing Persons) Copies to: George R. Bason, Jr., Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [X] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer.[ ] ================================================================================ AMENDMENT NO. 3 TO SCHEDULE TO This Amendment No. 3 amends and supplements the Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities and Exchange Commission on February 2, 2001, as amended by Amendment No. 1 filed on February 22, 2001 and by Amendment No. 2 filed on February 23, 2001 (as amended, the "Schedule TO"), by Ford Motor Company, a Delaware corporation ("Ford"), Ford FSG, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Ford ("Purchaser") and Ford FSG II, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser ("FSG II"). The Schedule TO relates to the offer by Purchaser to purchase any and all outstanding shares of Class A Common Stock, par value $0.01 per share (the "Shares" or the "Class A Common Stock"), of The Hertz Corporation, a Delaware corporation ("Hertz"), at $35.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 2, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Schedule TO. Item 6 Item 6 of the Schedule TO, is hereby amended and supplemented by the following: "The Offer expired at midnight, New York City time, on Friday, March 2, 2001. Based upon a preliminary count from the Depositary, as of midnight, New York City time, March 2, 2001, approximately 19,375,185 Shares had been tendered pursuant to the Offer and not withdrawn (including Shares tendered pursuant to a guarantee of delivery). Such tendered Shares, together with Shares owned by affiliates of Purchaser, represent approximately 97.6% of the Shares outstanding. Purchaser has accepted such tendered Shares for payment pursuant to the terms of the Offer. Payment for accepted Shares is expected to be made to the Depositary on March 6, 2001. A copy of the press release, dated March 5, 2001, issued by Ford announcing the completion of the tender offer is attached hereto as Exhibit (a)(23) and is incorporated herein by reference." Item 12 Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(23) Text of press release issued by Ford Motor Company and dated March 5, 2001 (filed herewith as Exhibit (a)(23)). 2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FORD MOTOR COMPANY /s/ Peter Sherry, Jr. ---------------------------------- (Signature) Peter Sherry, Jr. Assistant Secretary ---------------------------------- (Name and Title) 3/05/2001 ---------------------------------- (Date) FORD FSG, INC. /s/ Peter Sherry, Jr. ---------------------------------- (Signature) Peter Sherry, Jr. Assistant Secretary ---------------------------------- (Name and Title) 3/05/2001 ---------------------------------- (Date) FORD FSG II, INC. /s/ Peter Sherry, Jr. ---------------------------------- (Signature) Peter Sherry, Jr. Secretary ---------------------------------- (Name and Title) 3/05/2001 ---------------------------------- (Date) 3 EXHIBIT INDEX (a)(23) Text of press release issued by Ford Motor Company and dated March 5, 2001 (filed herewith as Exhibit (a)(23)). 4 EX-99.A23 2 ex99-a23.txt EXHIBIT (a)(23) NEWS Contact: Ford Motor Company IMMEDIATE RELEASE Media: Todd Nissen FORD COMPLETES TENDER OFFER 313.594.4410 FOR HERTZ PUBLIC SHARES tnissen@ford.com DEARBORN, Mich., March 5 - Ford Motor Company Securities Analysts: [NYSE:F] today announced the successful completion - ------------------- of its tender offer for the publicly held shares Mike Holland of Class A common stock of The Hertz Corporation 313.323.8221 [NYSE: HRZ] for $35.50 a share. mholland1@ford.com The offer expired at midnight EST on March 2. Shareholder Inquiries: Based on preliminary information, 19,375,185 of 800-555-5259 or the approximately 20 million publicly traded 313-845-8540 shares of Hertz Class A common stock were tendered stockinfo@ford.com by the expiration date. Ford FSG Inc., a Ford subsidiary through which the tender offer was made, has accepted for payment all validly tendered shares and expects to make payment to the depositary for the accepted shares on March 6. Media Information Center 1.800.665.1515 or The tendered shares, together with the Hertz Class 1.313.621.0504 A shares already owned by Ford, represent more media@ford.com than 90 percent of Hertz's outstanding Class A common stock. Ford and Hertz will now complete the transaction by merging a subsidiary of Ford FSG with Hertz. Hertz will then become an indirect wholly owned subsidiary of Ford Motor Company. As part of the merger, each of the remaining Hertz Class A shares, other than shares for which appraisal Go to http://media.ford.com rights have been demanded, will be converted into for news releases and $35.50 in cash, without interest. Completion of high-resolution photographs. the merger is expected in about a week. -----END PRIVACY-ENHANCED MESSAGE-----