Obligation Hertz 6.9% ( US428040BW89 ) en USD

Hertz

100 % ▲

Etas-Unis

US428040BW89 ( en USD )

6.9% par an ( paiement semestriel )

15/08/2014 - Obligation échue

Prospectus brochure de l'obligation Hertz US428040BW89 en USD 6.9%, échue

1 000 USD

250 000 000 USD

428040BW8

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040BW89, paye un coupon de 6.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2014

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040BW89, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Hertz ( Etas-Unis ) , en USD, avec le code ISIN US428040BW89, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>y99526ae424b2.txt
<DESCRIPTION>FILED PURSUANT TO RULE 424B2
<TEXT>
<PAGE>
As Filed Pursuant to Rule 424(b)(2)
Registration No. 333-109955
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 26, 2004)
[HERTZ LOGO]
THE HERTZ CORPORATION
$250,000,000 FLOATING RATE NOTES DUE AUGUST 5, 2008
(THE 2008 NOTES)
$250,000,000 6.9% NOTES DUE AUGUST 15, 2014
(THE 2014 NOTES)
------------------------
The 2008 Notes will mature and be redeemed at their principal amount on
August 5, 2008. The 2008 Notes will bear interest at a rate equal to 3-month
LIBOR, reset quarterly, plus 120 basis points. We will pay interest on the 2008
Notes quarterly in arrears on February 5, May 5, August 5 and November 5 of each
year, commencing November 5, 2004. The 2008 Notes are not subject to redemption
at our option prior to their maturity, but may be redeemable under certain
circumstances set forth in this prospectus supplement. See "Description of
Notes -- Redemption for Tax Reasons." Unless earlier redeemed, the 2014 Notes
will mature and be redeemed at their principal amount on August 15, 2014. The
2014 Notes will bear interest at an annual rate of 6.9%. We will pay interest on
the 2014 Notes semiannually in arrears on February 15 and August 15 of each
year, commencing February 15, 2005. The 2014 Notes are redeemable at our option
prior to their maturity at prices set forth in this prospectus supplement. See
"Description of Notes -- Optional Redemption of 2014 Notes" and "-- Redemption
for Tax Reasons." The 2008 Notes and the 2014 Notes, together the Notes, will be
offered and sold in denominations of $1,000 and integral multiples of $1,000 in
excess thereof. Interest will accrue on the Notes from the date of settlement,
which is expected to be August 5, 2004.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<Table>
<Caption>
UNDERWRITING
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PROCEEDS TO HERTZ
PRICE TO PUBLIC DISCOUNT
(BEFORE EXPENSES)
--------------- ------------
-----------------
<S> <C> <C>
<C>
Per 2008 Note................................ 100%
0.1875% 99.8125%
Total for the 2008 Notes..................... $250,000,000 $
468,750 $249,531,250
Per 2014 Note................................ 99.683%
0.425% 99.258%
Total for the 2014 Notes..................... $249,207,500
$1,062,500 $248,145,000
</Table>
------------------------
We expect that delivery of the Notes will be made to investors on or about
August 5, 2004, only through The Depository Trust Company, Euroclear Bank
S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, societe
anonyme.
---------------------
JOINT BOOK-RUNNING MANAGERS
BARCLAYS CAPITAL DEUTSCHE BANK SECURITIES JPMORGAN
BNP PARIBAS
CITIGROUP
DAIWA SECURITIES SMBC EUROPE
MELLON FINANCIAL MARKETS LLC
SCOTIA CAPITAL
JULY 29, 2004
<PAGE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<Table>
<Caption>
PAGE
----
<S> <C>
Forward-Looking Statements.................................. S-3
Capitalization.............................................. S-4
Use of Proceeds............................................. S-4
Selected Consolidated Financial Data of the Corporation..... S-5
Recent Developments......................................... S-6
Description of Notes........................................ S-7
Certain United States Tax Documentation Requirements........ S-14
United States Taxation...................................... S-15
Underwriting................................................ S-18
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Experts..................................................... S-20
PROSPECTUS
Where You Can Find Additional Information................... 2
Forward-Looking Statements.................................. 3
The Hertz Corporation....................................... 3
Ratio of Earnings to Fixed Charges.......................... 4
Use of Proceeds............................................. 4
Certain Relationships....................................... 5
Description of Debt Securities.............................. 6
Plan of Distribution........................................ 20
Validity of Securities...................................... 20
Experts..................................................... 20
</Table>
------------------------
You should only rely on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not, and the
underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the underwriters are not, making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this
prospectus supplement and the prospectus, as well as information we previously
filed with the Securities and Exchange Commission and incorporated by reference,
is accurate as of the date on the front cover of this prospectus supplement
only. Our business, financial condition, results of operations and prospects may
have changed since that date.
Offers and sales of the Notes are subject to restrictions in relation to
the United Kingdom and Japan, details of which are set out in "Underwriting"
below. The distribution of this prospectus supplement and prospectus and the
offering of the Notes in certain other jurisdictions may also be restricted by
law. This prospectus supplement and prospectus do not constitute an offer, or an
invitation on our behalf or on behalf of the underwriters or any of them to
subscribe for or purchase, any of the Notes, and may not be used for or in
connection with an offer or solicitation by anyone, in any jurisdiction in which
such an offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. See "Underwriting."
In connection with this issue, the underwriters may over-allot or effect
transactions that stabilize, maintain or otherwise affect the market price of
the Notes with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail for a limited period after the
issue date. However, there is no obligation on the part of the underwriters to
do this. Such stabilization, if commenced,
S-2
<PAGE>
may be discontinued at any time and must be brought to an end after a limited
period. Such stabilizing, if any, shall be in compliance with all relevant laws
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and regulations.
We have not authorized any offer of Notes to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995,
as amended (the "Regulations"). Notes may not lawfully be offered or sold to
persons in the United Kingdom except in circumstances which do not result in an
offer to the public in the United Kingdom within the meaning of the Regulations
or otherwise in compliance with all applicable provisions of the Regulations and
the Financial Services and Markets Act 2000 (the "FSMA").
All references in this prospectus supplement to "U.S. dollars," "dollars,"
"U.S.$," or "$" are to the currency of the United States of America.
FORWARD-LOOKING STATEMENTS
Certain statements in or incorporated by reference in this prospectus
supplement and the prospectus are "forward looking statements" under the Private
Securities Litigation Reform Act of 1995. These statements give our current
expectations or forecasts of future events and the future performance of the
Corporation and do not relate directly to historical or current events or the
historical or current performance of the Corporation. Most of these statements
contain words that identify them as forward-looking, such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," or other words
that relate to future events, as opposed to past or current events.
Forward-looking statements are based on the then-current expectations,
forecasts and assumptions of the Corporation's management and involve risks and
uncertainties, some of which are outside of the Corporation's control, that
could cause actual outcomes and results to differ materially from current
expectations. Factors that could cause such differences include, but are not
limited to, economic downturn; competition; the Corporation's dependence on air
travel; terrorist attacks, acts of war, epidemic diseases, or measures taken by
governments in response thereto that negatively affect the travel industry;
limitations upon the Corporation's liquidity and capital raising ability;
increases in the cost of cars and limitations on the supply of competitively
priced cars; seasonality in the Corporation's businesses; and Ford's continued
control of the Corporation. Accordingly, there can be no assurance that the
assumptions made in preparing any of the forward-looking statements will prove
accurate or that any projections will be realized. It is expected that there
will be differences between projected and actual results.
These forward-looking statements speak only as of the date of this
prospectus supplement, and we do not undertake any obligation to update or
revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. We caution prospective purchasers not
to place undue reliance on the forward-looking statements. All forward-looking
statements attributable to us are expressly qualified in their entirety by the
cautionary statements contained or incorporated by reference herein.
S-3
<PAGE>
CAPITALIZATION
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The following table sets forth the capitalization of the Corporation as of
March 31, 2004 on an actual basis, and as adjusted to give effect to the
offering of the Notes and the initial application of the proceeds of the
offering (net of discount) to reduce other indebtedness.
<Table>
<Caption>
ACTUAL AS
ADJUSTED*
-----------
------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
The Corporation's Debt:
Notes payable including commercial paper, etc............. $ 1,055,295 $
955,295
Promissory notes.......................................... 5,495,587
5,097,911
Notes offered hereby...................................... --
499,208
Debt of the Corporation's subsidiaries...................... 1,402,492
1,402,492
-----------
-----------
Total debt............................................. 7,953,374
7,954,906
-----------
-----------
Stockholder's Equity:
Common stock, $0.01 par value, 3,000 shares authorized,
100 shares issued...................................... --
--
Additional capital paid-in................................ 983,132
983,132
Retained earnings......................................... 1,110,463
1,110,463
Accumulated other comprehensive income.................... 110,366
110,366
-----------
-----------
Total stockholder's equity............................. 2,203,961
2,203,961
-----------
-----------
Total capitalization................................... $10,157,335
$10,158,867
===========
===========
</Table>
---------------
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* Assuming application of $100,000,000 of the net proceeds to reduce short term
borrowings, primarily commercial paper, and application of the balance of the
net proceeds to promissory notes maturing August 13, 2004. The allocation
between reduction of short term borrowings and retirement of promissory notes
is an estimate only. See "Use of Proceeds" below.
There has been no material change in the capitalization of the Corporation other
than in the normal course of its business since March 31, 2004 to the date of
this prospectus supplement, other than the following: (1) On June 3, 2004, the
Corporation issued $600 million of 6.35% Senior Promissory Notes (the "6.35%
Notes") due on June 15, 2010. Effective June 3, 2004, the Company entered into
interest rate swap agreements relating to the 6.35% Notes. Under these
agreements, the Company pays interest at a variable rate in exchange for fixed
rate receipts, effectively transforming the 6.35% Notes to floating rate
obligations with effective interest rates at June 30, 2004 of 3.19%; (2) On July
2, 2004, the Corporation established a Euro Medium-Term Note program under which
the Corporation and/or Hertz Finance Centre plc ("HFC"), a wholly owned
subsidiary of the Corporation, can issue up to Euro 650 million in Medium-Term
Notes. On July 16, 2004, HFC issued Euro 200 million of notes under this
program. The notes are fully guaranteed by the Corporation, mature in July 2007,
and have a variable interest rate based on the three month Euribor rate plus 110
basis points; and (3) The Corporation's 7.0% Senior Promissory Notes due July 1,
2004, in the aggregate principal amount of $250 million, were redeemed at
maturity.
USE OF PROCEEDS
The net proceeds (before expenses of the offering, other than underwriting
discounts) of $497,676,250 from the sale of the Notes will be added to our
general funds. We anticipate that the proceeds will be used for (a) reduction of
short term borrowings, primarily commercial paper having an effective interest
rate which we expect to range from approximately 1.32% to approximately 2.31%
and (b) retirement of promissory notes maturing August 13, 2004 and currently
bearing interest at a rate of 1.77%. It is anticipated that the proceeds will be
invested in cash equivalents and/or short term investments pending their
application to reduce short term borrowings and to retire maturing promissory
notes.
S-4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA OF THE CORPORATION
The following table presents selected consolidated financial information of
the Corporation, which for each of the three month periods ended March 31, 2004
and March 31, 2003 (other than the three-month ratio of earnings to fixed
charges) has been extracted or derived from unaudited financial statements
contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2004 and March 31, 2003, and which for each of the year-end periods (other than
the year-end ratio of earnings to fixed charges) has been extracted or derived
from the Corporation's audited financial statements for such years. The
operating results for the three months ended March 31, 2004 and March 31, 2003
include all adjustments (consisting only of normal recurring adjustments) that
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the Corporation considers necessary for a fair statement of the results for such
interim periods. The interim results are not necessarily an indication of the
results for the full year. The information in the table and notes thereto should
be read in conjunction with the financial statements and the related notes
thereto contained in the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2003 and its Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004 and March 31, 2003.
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED
DECEMBER 31,
---------------------
---------------------------------------------------------
2004 2003 2003 2002
2001 2000 1999
--------- --------- --------- ---------
--------- --------- ---------
(IN MILLIONS EXCEPT
RATIOS)
<S> <C> <C> <C> <C>
<C> <C> <C>
INCOME STATEMENT DATA
REVENUES
Car rental...................... $ 1,053.2 $ 938.9 $ 4,239.2 $ 4,005.6 $
3,823.9 $ 3,980.6 $ 3,728.5
Industrial and construction
equipment rental.............. 210.0 194.1 904.6 892.6
1,003.4 969.6 842.9
Other(a)........................ 14.7 14.7 64.1
69.9 88.5 123.3 144.3
--------- --------- --------- ---------
--------- --------- ---------
Total revenues.............. 1,277.9 1,147.7 5,207.9 4,968.1
4,915.8 5,073.5 4,715.7
--------- --------- --------- ---------
--------- --------- ---------
EXPENSES(b)
Direct operating................ 688.4 621.4 2,596.7 2,428.8
2,574.1 2,303.3 2,133.5
Depreciation of revenue earning
equipment(c).................. 359.9 363.0 1,523.4 1,499.5
1,462.3 1,323.5 1,228.0
Selling, general and
administrative................ 146.6 131.2 495.3 457.0
472.0 451.0 452.4
Interest, net of interest income
of $4.8, $3.2, $17.9, $10.3,
$9.0, $13.5 and $12.2......... 88.0 88.9 355.0 366.4
404.7 414.8 341.4
--------- --------- --------- ---------
--------- --------- ---------
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Total expenses.............. 1,282.9 1,204.5 4,970.4 4,751.7
4,913.1 4,492.6 4,155.3
--------- --------- --------- ---------
--------- --------- ---------
Income (loss) before income
taxes......................... (5.0) (56.8) 237.5
216.4 2.7 580.9 560.4
Provision (benefit) for taxes on
income(d)..................... (1.7) (19.1) 78.9 72.4
(20.6) 222.5 224.4
--------- --------- --------- ---------
--------- --------- ---------
Income (loss) before cumulative
effect of change in accounting
principle..................... (3.3) (37.7) 158.6
144.0 23.3 358.4 336.0
Cumulative effect of change in
accounting principle(e)....... -- -- --
(294.0) -- -- --
--------- --------- --------- ---------
--------- --------- ---------
Net income (loss)............... (3.3) (37.7) $ 158.6 $ (150.0)
$ 23.3 $ 358.4 $ 336.0
========= ========= ========= =========
========= ========= =========
Ratio of earnings to fixed
charges(f).................... -- -- 1.5
1.4 1.0 2.1 2.3
========= ========= ========= =========
========= ========= =========
BALANCE SHEET DATA AT END OF
PERIOD
Total assets.................... $13,127.3 $11,413.8 $12,579.0 $11,128.9
$10,158.4 $10,620.0 $10,136.7
Total debt...................... 7,953.4 7,189.8 7,627.9 7,043.2
6,314.0 6,676.0 6,602.2
Stockholder's equity............ 2,204.0 1,906.1 2,225.4 1,921.9
1,984.4 1,984.1 1,674.0
Ratio of total debt to
stockholder's equity.......... 3.6 3.8 3.4
3.7 3.2 3.4 3.9
</Table>
S-5
<PAGE>
---------------
(a) Includes fees from licensees (other than expense reimbursements) and
revenues from car leasing operations, telecommunications services through
2001 and claim management services. Certain foreign car leasing operations
were transferred to an affiliated company on August 31, 2000.
(b) Certain prior year amounts have been reclassified to conform with current
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reporting.
(c) For 2003, 2002, 2001, 2000 and 1999, depreciation of revenue earning
equipment includes a net loss of $0.8 million, a net gain of $10.8 million,
a net loss of $1.6 million, and net gains of $54.5 million and $42.3
million, respectively, and for the three months ended March 31, 2004 and
2003 includes a net gain of $8.1 million and a net loss of $1.6 million,
respectively, from the disposal of revenue earning equipment. Effective
January 1, 2000, certain estimated useful lives being used to compute the
provision for depreciation of revenue earning equipment used in the
industrial and construction equipment rental business were increased to
reflect changes in the estimated residual values to be realized upon
disposal of the equipment. As a result of this change, depreciation of
revenue earning equipment for the year 2000 decreased by $12.9 million.
(d) Includes benefits of $30.2 million in 2001 and $3.8 million in 2000 from
certain foreign tax credits.
(e) Cumulative effect of change in accounting principle represents the
after-tax, non-cash charge in 2002, related to impairment of goodwill in the
Corporation's industrial and construction rental business, recognized in
accordance with the adoption of Statement of Financial Accounting Standards
No. 142 "Goodwill and Other Intangible Assets."
(f) Earnings have been calculated by adding interest expense and the portion of
rentals estimated to represent the interest factor to income before income
taxes. Fixed charges include interest charges (including capitalized
interest) and the portion of rentals estimated to represent the interest
factor. Results for the three months ended March 31, 2004 and 2003 were
insufficient to cover fixed charges. The coverage deficiency was
approximately $5.2 million and $57.0 million for the three months ended
March 31, 2004 and 2003, respectively.
RECENT DEVELOPMENTS
The Corporation notes the following recent developments pertaining to legal
proceedings described in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 2003: (1) In Bowdoin Square, L.L.C. v. Winn-Dixie
Montgomery, Inc., Wal-Mart Stores East, Inc., The Hertz Corporation, et al., it
now appears that trial of the claims against Wal-Mart and the Corporation will
not occur until at least the second quarter of 2005; (2) In Jennifer Myers, an
individual and on behalf of all others similarly situated, v. The Hertz
Corporation, the Corporation's motion for summary judgment has now been filed;
(3) In Wide World Tours of Mission Valley, Inc. et al. v. The Hertz Corporation,
the plaintiffs sought class certification of a class composed of all travel
agencies in the United States. After a hearing in April of 2004, the judge
certified a class of "California Only" travel agencies. It should be noted that
this decision was procedural only and was not a decision on the merits of the
case. The Corporation has since filed a motion for summary judgment, which is
currently scheduled for a hearing in September 2004; (4) In Stephen Moore, on
behalf of himself and all other similarly situated, v. The Hertz Corporation,
the plaintiff filed an amended class action complaint which alleges that, in
addition to overcharging for the recovery of a tire and battery solid waste
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management fee and the recovery of registration fees for the issuance of Florida
license plates, the Corporation deceptively collected an improper "federal
excise tax" on frequent flyer mileage awards to class members. The Corporation
has answered the amended complaint and discovery has now commenced.
See "Capitalization" for information regarding certain changes in the
capitalization of the Corporation since March 31, 2004.
S-6
<PAGE>
DESCRIPTION OF NOTES
GENERAL
The Corporation will issue each of the 2008 Notes and the 2014 Notes as a
separate series of Senior Debt Securities under the Indenture, dated as of March
16, 2001 (the "Indenture") between the Corporation and The Bank of New York, as
trustee (the "Trustee"). The Indenture is more fully described in the
accompanying prospectus.
The Notes will rank on a parity with other Senior Debt Securities of the
Company. See "Description of Debt Securities -- General" in the accompanying
prospectus.
The Corporation may, without the consent of the respective holders of the
2008 Notes and the 2014 Notes, issue additional notes having the same ranking
and the same interest rate, maturity and other terms as each such series of
Notes. Any additional notes of each series, together with the 2008 Notes or the
2014 Notes, as applicable, would constitute a single series of Notes under the
Indenture. No additional notes may be issued if an Event of Default has occurred
with respect to the Notes.
INTEREST
2008 Notes
The Corporation will pay interest on the 2008 Notes at a rate per annum
equal to 3-month LIBOR, reset quarterly, plus 120 basis points, on February 5,
May 5, August 5 and November 5 of each year, commencing November 5, 2004, to the
persons in whose names the 2008 Notes were registered at the close of business
on the fifteenth calendar day (whether or not a business day) immediately
preceding the applicable interest payment date. The 2008 Notes will mature on
August 5, 2008. The 2008 Notes will not be subject to redemption at our option
prior to their maturity, except that we may redeem the 2008 Notes at a
redemption price equal to their principal amount plus accrued and unpaid
interest in the event of the occurrence of certain tax events, as described
below under "-- Redemption for Tax Reasons." The 2008 Notes will not have the
benefit of any sinking fund.
The rate of interest on the 2008 Notes will be reset on February 5, May 5,
August 5 and November 5 of each year, commencing November 5, 2004, each such
date referred to as an interest reset date. If any interest reset date would
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