8-K 1 srz-anc8k.txt ANC RENTAL CORPORATION 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): February 3, 2005 ANC RENTAL CORPORATION ------------------------------------------------------------------------------- (Debtor-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) 320-4547 ------------------------------------------------------------------------------- ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW. On February 1, 2005, the Company concluded that the Company's previously issued financial statements for the fiscal year ended December 31, 2002 should be restated to correct certain errors contained therein. As a result, the Company is restating its December 31, 2002 consolidated financial statements. The Company has discussed the matters contained in this filing with the Company's then current independent accountant. The following table reflects the effect of the restatement at December 31, 2002 (in millions):

~~UNITED~~AS ~~STATES SECURITIES~~PREVIOUSLY ~~AND~~REPORTED ~~EXCHANGE~~ADJUSTMENT(1) ~~COMMISSION~~ ADJUSTMENT(2) ADJUSTMENT(3) AS RESTATED SELECTED BALANCE SHEET DATA: LIABILITIES Accrued liabilities $ 235.7 $ (24.0) $ 48.6 $ - $ 260.3 Deferred income taxes $ 253.7 $ - $ (253.7) $ - $ Total liabilities $ 4,991.2 $ (24.0) $ (205.1) $ - $ 4,762.1 SHAREHOLDERS' DEFICIT Retained deficit $(1,133.8) $ 24.0 $ 205.1 $ - $ (904.7) Total shareholders' deficit $ (285.6) $ 24.0 $ 205.1 $ - $ (56.5) SELECTED STATEMENT OF OPERATIONS DATA: Revenues $ 2,393.8 $ - $ - $ 136.8 $ 2,530.6 Direct operating costs $ 1,104.6 $ - $ - $ 136.8 $ 1,241.4

(1) The Company is restating its December 31, 2002 financial statements to reduce certain unreconciled differences in accrued liability balances totaling $24 million which relate to December 31, 2001 and prior periods. Accordingly, the adjustment is reflected as a decrease in accrued liabilities and a decrease in beginning retained deficit. (2) The Company is also restating its December 31, 2002 financial statements to adjust the deferred income tax and other liabilities accounts. At December 31, 2002 and 2001, the Company recorded a valuation allowance in excess of the total net operating loss deferred tax asset amount. The Company initially followed this approach because of concerns regarding its ability to utilize its tax net operating losses to offset deferred tax liabilities. The Company has recently determined that a valuation allowance should have been recognized to the extent that the Company's deferred tax assets exceed its deferred tax liabilities. Additionally, the Company is also reclassifying certain of its tax reserves to other liabilities in accordance with FASB No. 5 ACCOUNTING FOR CONTINGENCIES. The effect on the consolidated financial statements at December 31, 2002 is a decrease in the valuation allowance of $185.5 million, a decrease in the deferred tax liability of $68.2 million and an increase in accrued liabilities of $48.6 million and a decrease in beginning retained deficit of $205.1 million. (3) The Company previously recorded certain airport-related charges collected from customers as a reduction in direct operating costs. The Company has determined that these amounts should be reflected as revenue, therefore, $136.8 million was reclassified from directing operating costs to revenues. This reclassification had no impact on the loss from continuing operations, net loss or shareholders' deficit. ITEM 8.01 OTHER EVENTS. On February 1, 2005, the Company filed documents with the Secretary of State of Delaware, authorizing the dissolution of the Company. This action was taken in conjunction with the Company's efforts to effectuate its Joint Plan of Liquidation ("the Plan") which was confirmed by the US Bankruptcy Court in Delaware on April 15, 2004. Paragraph 13.1(b)(ii) of the Plan provides that "upon entry of the Confirmation Order, notwithstanding the Effective Date, the Debtors and the Liquidating Trust, as the case may be, shall have the authority to dissolve the Debtors' corporations." The Company has not yet met all the criteria for achieving the Effective Date but is working toward achieving that result. Paragraph 6.5 of the Plan states that "on the Effective Date, all ANC Common Stock Interests will be extinguished and no distributions will be made in respect of such ANC Common Stock Interests." ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. The exhibit index filed herewith is incorporated herein by reference. 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: February 3, 2005 ANC Rental Corporation By: /s/ John W. Chapman --------------------- John W. Chapman President EXHIBIT INDEX The following exhibits are submitted herewith: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 99.1 Certificate of Dissolution 99.2 Board Resolution authorizing the dissolution EXHIBIT 99.1 STATE OF DELAWARE CERTIFICATE OF DISSOLUTION The corporation organized and existing under General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: The dissolution of ANC Rental Corporation has been duly authorized by the Board of Directors in accordance with Section 275 of the General Corporation Law of the State of Delaware. The dissolution was authorized on December 31, 2004 with an effective date of the dissolution to be February 1, 2005. The following is a list of the names and addresses of the directors of the said corporation: Name Address John W. Chapman 200 S. Andrews Avenue, Fort Lauderdale, FL 33301 The following is a list of the names and addresses of the officers of the said corporation: Name Address John W. Chapman 200 S. Andrews Avenue, Fort Lauderdale, FL 33301 By: /s/ John W. Chapman -------------------------- Authorized Officer Name: John W. Chapman Title: President and Director EXHIBIT 99.2 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ANC RENTAL CORPORATION December 31, 2004 WHEREAS, the Amended Joint Chapter 11 Liquidating Plan of ANC Rental Corporation and certain of its subsidiaries, as debtors and debtors-in-possession (collectively, the "Debtors"), and its Statutory Creditors' Committee (the "Plan"), and the Order Confirming the Plan, entered on the court's docket on April 16, 2004 (the "Confirmation Order"), provide that, from and after the Confirmation Date (as defined in the Plan), Denis O'Connor, as Liquidating Trustee of the Liquidating Trust (as such terms are defined in the Plan), shall be deemed to have all corporate governance power over the Debtors in connection with all post~confirmation activities, including the authority to take actions to dissolve or merge the Debtor corporations; and, WHEREAS, the Board has determined that it is advisable and in the best interests of the Debtors, including ANC Rental Corporation, to immediately assign, transfer, convey and set over to ANC Liquidating Trust, all assets of ANC Rental Corporation; and WHEREAS, the Board has determined that it is advisable and in the best interests of the Debtors, including ANC Rental Corporation, itself, to be voluntarily dissolved effective February 1, 2005; and NOW, THEREFORE, BE IT RESOLVED, that the Board approves the assignment of assets and dissolution of the Debtors, and be it FURTHER RESOLVED, that in furtherance of the dissolution of the Debtors, the Board approves and authorizes Denis O'Connor in his capacity as Liquidating Trustee for ANC Liquidating Trust to take all necessary steps to dissolve the Debtors effective February 1, 2005. IN WITHESS WHEREOF, the undersigned has executed this written consent as of the date written above. /s/ John W. Chapman --------------------- John W. Chapman President Seal

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): May 25, 2004

ANC Rental Corporation

(Debtor-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) 320-4547

Item 7. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

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. On May 21, 2004, the Debtors filed with the Court their required consolidated Monthly Operating Report for the month ended April 30, 2004 and the cumulative filing to date period ended April 30, 2004 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 readers of this Form 8-K 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.

Additionally, the Company reported on Form 8-K dated June 14, 2003 that it has signed an agreement to sell substantially all of its assets and transfer certain liabilities to an independent third party. The sale was approved by the Bankruptcy Court on August 21, 2003. The sale transaction closed on October 14, 2003. Following the closing, the Company has no remaining operating assets. The Company has commenced an orderly liquidation of any assets and liabilities which were not sold, pursuant to the Company’s Joint Plan of Liquidation which was approved by the United States Bankruptcy Court on April 16, 2004, as reported on Form 8-K dated May 10, 2004. The Company expects to terminate the registration of its common stock. Holders of our common stock should expect no proceeds from the sale.

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.

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: May 25, 2004

ANC Rental Corporation By: /s/ John W. Chapman John W. Chapman President

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