-----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, E/GeaMj/dnHttR67jCyToUb17CXGxRZknCe0k1L3h5xzfnVa6Ju3XoQWgbBWLa3/ fWrPEe7+ECGPjSGEgMLwkA== 0000893750-97-000229.txt : 19970820 0000893750-97-000229.hdr.sgml : 19970820 ACCESSION NUMBER: 0000893750-97-000229 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970819 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC INDUSTRIES INC CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40342 FILM NUMBER: 97666604 BUSINESS ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547135200 MAIL ADDRESS: STREET 1: 450 EAST LAS OLAS BLVD STREET 2: SUITE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOBECK WILLIAM E JR CENTRAL INDEX KEY: 0001035063 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: NATIONAL CAR RENTAL SYSTEM STREET 2: 7700 FRANCE AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55435 BUSINESS PHONE: 6128302121 MAIL ADDRESS: STREET 1: C/O NATIONAL CAR RENTAL STREET 2: 7700 FRANCE AVENUE SOUTH CITY: MINNEAPOLIS STATE: MN ZIP: 55435 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Republic Industries, Inc. ------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 760516104 --------- (CUSIP Number) Kathryn L. Taylor Paul Daugerdas Crowe & Dunlevy Altheimer & Gray 321 South Boston Avenue-Suite 500 10 South Wacker Drive Tulsa, OK Chicago, IL 60606 (918) 592-9800 (312) 715-4000 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 1997 ------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 760516104 13D Page 3 1 NAME OF REPORTING PERSON Santa Anna Holdings, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 4 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William E. Lobeck, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 3,297,937 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 69,869 7 SOLE DISPOSITIVE POWER 2,973,244 8 SHARED DISPOSITIVE POWER 69,869 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,367,806 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 5 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alvin E. Swanner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 6,491,943 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 69,869 7 SOLE DISPOSITIVE POWER 5,842,749 8 SHARED DISPOSITIVE POWER 69,869 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,561,812 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 6 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kathryn L. Taylor 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 3,195,921 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 2,871,227 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,195,921 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 7 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. Keogh Plan, UTA Charles Schwab & Co., Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 479,292 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 430,598 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,292 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 8 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William E. Lobeck, Jr. IRA Contributory 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 479,292 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 430,598 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,292 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 9 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elizabeth Peake Graham Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 479,292 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 430,598 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,292 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 10 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Margaret Nicholson Lobeck Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 479,292 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 430,598 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,292 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 11 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elizabeth Catherine Frame Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 84,355 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 75,785 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,355 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 12 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sleepy Lagoon Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Texas NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 6,389,926 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 5,740,732 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,389,926 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% 12 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 13 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brion Properties 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Louisiana NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 4,792,923 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 4,305,979 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,792,923 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 14 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Swanner 1995 Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Louisiana NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 4,792,923 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 4,305,979 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,792,923 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 15 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Archer McWhorter 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 6,491,943 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 69,869 7 SOLE DISPOSITIVE POWER 5,842,749 8 SHARED DISPOSITIVE POWER 69,869 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,561,812 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 16 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 7700 Properties, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 69,869 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 69,869 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,869 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 17 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Emerald Investors, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* 00 * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 18 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rodney G. Smith 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 958,692 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 862,823 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 958,692 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON* IN CUSIP No. 760516104 13D Page 19 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Gustman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN CUSIP No. 760516104 13D Page 20 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles Aton 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /x/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN CUSIP No. 760516104 13D Page 21 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON National Car Rental, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Arizona NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 634,454 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 571,009 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 634,454 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 22 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON National Car Rental of Oklahoma City, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 70,543 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 63,489 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,543 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 23 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dale E. Ritter 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 35,271 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 31,744 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,271 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 24 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Larry E. Ritter 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 35,271 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 31,744 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,271 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 25 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mary Jane Ritter 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 35,271 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 31,744 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,271 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 26 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cline Tucker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 70,543 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 63,489 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,543 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 27 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patricia Mack-Tucker 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 0 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 70,543 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 63,489 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,543 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 28 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph Lunkess 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 6,921 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 6,229 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,921 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 760516104 13D Page 29 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midwest Car Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /x/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY 352,499 OWNED BY EACH REPORTING PERSON 6 SHARED VOTING POWER WITH 0 7 SOLE DISPOSITIVE POWER 317,249 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 352,499 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* /_/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% 12 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTION BEFORE FILLING OUT! SCHEDULE 13D Items 2, 5, 6 and 7 of the schedule on Form 13D filed pursuant to Rule 13d-1 under Section 13(d) of the Securities Exchange Act on March 6, 1997 (the "Initial Schedule") are amended by adding to such items the information set forth below. Item 2. Identity and Background. ----------------------- National Car Rental, Inc., National Car Rental of Oklahoma City, Inc., Dale E. Ritter, Larry A. Ritter, Mary Jane Ritter, Cline Tucker, Patricia Mack-Tucker, Midwest Car Corporation and Joseph Lunkess are added to the list of Reporting Persons. National Car Rental, Inc. is an Arizona corporation, its principal place of business and principal office are located at 1402 South 22nd Street, Phoenix, Arizona 84034, and it is principally engaged in leasing automobiles. National Car Rental of Oklahoma City, Inc. is an Oklahoma corporation, its principal place of business and principal office are located at 7100 Terminal Drive, Box 962, Oklahoma City, Oklahoma 73159, and it is principally engaged in leasing automobiles. Dale E. Ritter's business address is 1501 Sumner Avenue, Allentown, Pennsylvania 18102 and his principal occupation is President of Ruhe Motor Corporation. Larry A. Ritter's business address is 1501 Tilghman Street, Allentown, Pennsylvania 18102 and his principal occupation is Sales Manager of Ruhe Motor Corporation. Mary Jane Ritter's principal occupation is homemaker and her home address is 3232 Oxford Circle South, Allentown, PA 18104. Cline Tucker's business address is 22946 U.S. 20 West, South Bend, Indiana 46628 and his principal occupation is President of T&M Auto Leasing d/b/a National Car Rental. Patricia Mack-Tucker's business address is 22946 U.S. 20 West, South Bend, Indiana 46628 and her principal occupation is Secretary/Treasurer of T&M Auto Leasing d/b/a National Car Rental. Midwest Car Corporation is a Wisconsin corporation, its principal place of business is and principal office are located at 222 Lawe Street, P.O. Box 560, Kaukauna, Wisconsin 54130-0560, and it is principally engaged in leasing automobiles. Joseph Lunkess's business address is Lunkess & Associates, 811 Park Avenue, Wilmette, Illinois 60091 and his principal occupation is investment banker. Custodianship of William E. Lobeck, Jr. IRA Contributory (formerly Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA Contributory, UTA Charles Schwab & Co., Inc.) (the "Lobeck IRA") has been transferred from Charles Schwab & Co., Inc. to Goldman, Sachs & Co. All of the natural persons named above are United States citizens. During the last five years, none of the Reporting Persons named above (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. ------------------------------------ Through June 30, 1997 Emerald Investors, L.L.C. ("Emerald"), distributed an aggregate of 2,164,194 shares of Common Stock to its members (the "Emerald Members") in accordance with the following schedule: Member Shares - ------ ------- National Car Rental, Inc. . . . . . . . . . . . . . . . . . . . . 634,454 National Car Rental of Oklahoma City, Inc . . . . . . . . . . . . . . . . . . . . . 70,543 Dale E. Ritter . . . . . . . . . . . . . . . . . . . . . . . . . 35,271 Larry A. Ritter and Mary Jane Ritter . . . . . . . . . . . . . . . . . . . . . . 35,271 Cline Tucker and Patricia Mack-Tucker. . . . . . . . . . . . . . . . . . . . 70,543 Joseph Lunkess . . . . . . . . . . . . . . . . . . . . . . . . . 6,921 Rodney G. Smith . . . . . . . . . . . . . . . . . . . . . . . . . 958,692 Midwest Car Corporation . . . . . . . . . . . . . . . . . . . . . 352,499 Of the 2,164,194 distributed shares, 384,235 shares are subject to the transaction discussed in Item 6. National Car Rental, Inc. beneficially owns 571,009 shares of Common Stock over which it holds sole voting and sole disposition power, and an additional 63,446 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which it holds sole voting power. National Car Rental of Oklahoma City, Inc. beneficially owns 63,489 shares of Common Stock over which it holds sole voting and sole disposition power, and an additional 7,054 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which it holds sole voting power. Dale E. Ritter beneficially owns 31,744 shares of Common Stock over which he holds sole voting and sole disposition power, and an additional 3,527 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which he holds sole voting power. Each of Larry A. Ritter and Mary Jane Ritter beneficially own, as joint tenants with right of survivorship, the same 31,744 shares of Common Stock over which each holds shared voting and disposition power, and an additional 3,527 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which each holds shared voting power. Each of Cline Tucker and Patricia Mack-Tucker beneficially own, as joint tenants with right of survivorship, the same 63,489 shares of Common Stock over which each holds shared voting and disposition power, and an additional 7,054 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which each holds shared voting power. Joseph Lunkess beneficially owns 6,229 shares of Common Stock over which he holds sole voting and disposition power, and an additional 692 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which he holds sole voting power. Midwest Car Corporation beneficially owns 317,249 shares of Common Stock over which it holds sole voting and disposition power, and an additional 35,250 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which it holds sole voting power. Rodney G. Smith beneficially owns 862,863 shares of Common Stock over which he holds sole voting and disposition power, and an additional 95,869 shares of Common Stock placed in escrow pursuant to the Share Exchange Agreement over which he holds sole voting power. As a result of the distribution discussed above, Emerald beneficially owns no shares of Common Stock. The Reporting Persons hold a total of 21,711,807 shares of Common Stock, constituting 6.2% of the total number of outstanding shares of Common Stock (based on information provided in the Issuer's March 20, 1997 Prospectus). For the specific percentages of the total number of shares of Common Stock constituted by the amounts reported as beneficially owned by the Reporting Persons, see Item 11 on each cover page. By virtue of their various other inter-relationships and other factors, some of the Reporting Persons may be deemed to be beneficial owners of shares beneficially owned by some of the other Reporting Persons. Except as expressly set forth above and in the Initial Schedule, the Reporting Persons hereby disclaim any such beneficial ownership. By virtue of their having acted together in negotiating and executing the terms of the Transaction some of the Reporting Persons may be deemed to be members of a group for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended. In addition, certain of the Reporting Persons may from time to time cooperate in arranging hedging and/or sale transactions with third parties. The Reporting Persons hereby disclaim that any such group exists. To the best knowledge of each of the Reporting Persons, except as disclosed in this amendment and the Initial Schedule, none of the Reporting Persons and no other person named in Item 2 has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With ------------------------------------------------------------- Respect to Securities of the Issuer. ----------------------------------- Certain shares of Common Stock (the "Subject Shares") held by certain Reporting Persons listed below (the "Subject Stockholders") are subject to forward purchase contracts, each dated May 29, 1997 (the "Purchase Agreements"), between each Subject Stockholder and Automatic Common Exchange Security Trust II (the "Trust"), pursuant to which holders (the "Holders") of $1.55 Trust Automatic Common Exchange Securities (the "Trust Securities"), which were registered in a public offering pursuant to the Securities Act of 1933, as amended, will be required to exchange each Trust Security for between 0.8333 and one Subject Share (subject to certain adjustments, as applicable) on May 15, 2000 (or upon earlier settlement in connection with an acceleration event) (the "Exchange Date") or cash or certain other collateral in lieu thereof in certain circumstances. In connection with the Purchase Agreements, the Subject Shares have been pledged to a collateral agent for the benefit of the Holders pursuant to collateral agreements, each dated May 29, 1997 (the "Collateral Agreements"), among each Subject Stockholder, The Bank of New York, as Collateral Agent, and the Trust. Pursuant to the Purchase Agreements and the Collateral Agreements, until the Exchange Date, each Subject Stockholder retains full voting and disposition power with respect to its Subject Shares. Each Subject Stockholder and its number of Subject Shares are set forth in the schedule below. Subject Stockholder Subject Shares - ------------------- -------------- Brion Properties . . . . . . . . . . . . . . . . . . . 2,351,688 Elizabeth Catherine Frame Trust . . . . . . . . . . . . 61,000 Elizabeth Peake Graham Trust . . . . . . . . . . . . . 280,250 Margaret Nicholson Lobeck Trust . . . . . . . . . . . . 280,250 William E. Lobeck, Jr. . . . . . . . . . . . . . . . . 663,292 William E. Lobeck, Jr. IRA Contributing(1) . . . . . . . . . . . . . . . . 280,250 National Car Rental, Inc. . . . . . . . . . . . . . . . 317,227 National Car Rental of Oklahoma City, Inc. . . . . . . 35,273 Dale E. Ritter . . . . . . . . . . . . . . . . . . . . 8,813 Larry A. Ritter and Mary Jane Ritter . . . . . . . . . 8,813 Sleepy Lagoon, Ltd. . . . . . . . . . . . . . . . . . . 3,183,333 Alvin E. Swanner . . . . . . . . . . . . . . . . . . . 831,645 Kathryn L. Taylor . . . . . . . . . . . . . . . . . . . 1,618,292 Cline Tucker and Patricia Mack-Tucker . . . . . . . . . 14,109 - -------------------- (1) Goldman, Sachs & Co. as custodian. Shares transferred from Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA Contributory. Item 7. Material to be Filed as Exhibits. -------------------------------- 1. Joint Filing Agreement and Power of Attorney, dated March 6, 1997, among the Reporting Persons (excluding all Emerald Investors except Rodney G. Smith) (incorporated by reference from the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on March 6, 1997). 2. Joint Filing Agreements and Powers of Attorney, dated variously, by the Emerald Investors (except Rodney G. Smith). 3. Purchase Agreements between each Subject Stockholder and the Trust, each dated May 29, 1997 (incorporated by reference from the Registration Statement on Form N-2 (Securities Act File No. 333-22289; Investment Company Act File No. 811-0869) filed by the Issuer and declared effective by the Securities and Exchange Commission on May 29, 1997) (the "Trust Registration Statement"). 4. Collateral Agreements among each Subject Stockholder, the Trust, and the Bank of New York, as Collateral Agent, each dated May 29, 1997 (incorporated by reference from the Trust Registration Statement). SIGNATURE After reasonable 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. Dated: August 19, 1997 SANTA ANNA HOLDINGS, INC. By: /s/ William E. Lobeck, Jr.* ------------------------------------------ William E. Lobeck, Jr. WILLIAM E. LOBECK, JR. /s/ William E. Lobeck, Jr.* ------------------------------------------ ALVIN E. SWANNER /s/ Alvin E. Swanner* ------------------------------------------ KATHRYN L. TAYLOR /s/ Kathryn L. Taylor ------------------------------------------ CHARLES SCHWAB & CO., INC. FBO: WILLIAM E. LOBECK, JR., KEOGH PLAN UTA CHARLES SCHWAB & CO., INC. By: /s/ William E. Lobeck, Jr.* ------------------------------------------ William E. Lobeck, Jr. WILLIAM E. LOBECK, JR. IRA CONTRIBUTORY By: /s/ William E. Lobeck, Jr.* ------------------------------------------ William E. Lobeck, Jr. ELIZABETH PEAKE GRAHAM TRUST By: /s/ William E. Lobeck, Jr.* ------------------------------------------ William E. Lobeck, Jr., as Trustee MARGARET NICHOLSON LOBECK TRUST By: /s/ William E. Lobeck, Jr.* ------------------------------------------ William E. Lobeck, Jr., as Trustee ELIZABETH CATHERINE FRAME TRUST By: /s/ Kathryn L. Taylor ------------------------------------------ Kathryn L. Taylor, as Trustee SLEEPY LAGOON LTD. By: /s/ Archer McWhorter* ------------------------------------------ Archer McWhorter, as General Partner BRION PROPERTIES By: Swanner 1995 Trust, as General Partner By: /s/ Alvin E. Swanner* ------------------------------------------ Alvin E. Swanner, as Trustee ALVIN E. SWANNER /s/ Alvin E. Swanner* ------------------------------------------ ARCHER McWHORTER /s/ Archer McWhorter* ------------------------------------------ 7700 PROPERTIES, L.L.C By: /s/ William E. Lobeck, Jr.* ------------------------------------------ EMERALD INVESTORS, L.L.C. By: /s/ Rodney G. Smith* ------------------------------------------ Rodney G. Smith, as Administrative Officer RODNEY G. SMITH /s/ Rodney G. Smith* ------------------------------------------ CHARLES ATON /s/ Charles Aton* ------------------------------------------ JAMES GUSTMAN /s/ James Gustman* ------------------------------------------ SWANNER 1995 TRUST /s/ Alvin Swanner* ------------------------------------------ By: Alvin Swanner, as Trustee * /s/ Kathryn L. Taylor ------------------------------------------ Kathryn L. Taylor, as agent and attorney-in-fact NATIONAL CAR RENTAL, INC. By: /s/ Charles J. Aton** ------------------------------------- President NATIONAL CAR RENTAL OF OKLAHOMA CITY, INC. By: /s/ Jerry Bugg** ------------------------------------- President DALE E. RITTER /s/ Dale E. Ritter** ------------------------------------------ LARRY A. RITTER /s/ Larry A. Ritter** ------------------------------------------ MARY JANE RITTER /s/ Mary Jane Ritter** ------------------------------------------ CLINE TUCKER /s/ Cline Tucker** ------------------------------------------ PATRICIA MACK-TUCKER /s/ Patricia Mack-Tucker** ------------------------------------------ JOSEPH LUNKESS /s/ Joseph Lunkes** ------------------------------------------ MIDWEST CAR CORPORATION By: /s/ James A. Gustman** ------------------------------------------ President ** /s/ Paul M. Daugerdas ------------------------------------------ Paul M. Daugerdas, as agent and attorney-in-fact EX-2 2 EXHIBIT 2 SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 30th day of June, 1997. MIDWEST CAR CORPORATION By: /s/ James A. Gustman -------------------- Its:President State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 2nd day of July, 1997. /s/ Dale E. Ritter ---------------------- DALE E. RITTER State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 2nd day of July, 1997. /s/ Larry A. Ritter --------------------------------- LARRY A. RITTER /s/ Mary Jane Ritter --------------------------------- MARY JANE RITTER State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 5th day of August, 1997. /s/ Cline Tucker ---------------------------------- CLINE TUCKER /s/ Patricia Mack-Tucker -------------------------------- PATRICIA MACK-TUCKER State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 24th day of July, 1997. /s/ Joseph C. Lunkeos ---------------------- JOSEPH LUNKEOS State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 28th day of July, 1997. NATIONAL CAR RENTAL OF OKLAHOMA CITY, INC. By: /s/ Jerry Bugg ---------------------------- Its: President State of ------------------- County of ------------------- --------------------- Notary Public SPECIAL POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned has made, constituted and appointed, and by these presents does make, constitute and appoint, Paul M. Daugerdas his true and lawful attorney-in-fact and agent, for him and in his name, place and stead to execute, acknowledge, deliver and file any and all filings required by Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to Schedules 13D and any amendments thereto, hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof. The validity of this Power of Attorney shall not be affected in any manner by reason of the execution, at any time, of other powers of attorney by the undersigned in favor of persons other than the attorney-in-fact named herein. WITNESS THE EXECUTION HEREOF this 28th day of June, 1997. NATIONAL CAR RENTAL, INC. By: /s/ Charles J. Aton ---------------------------- Its: President State of ------------------- County of ------------------- --------------------- -----END PRIVACY-ENHANCED MESSAGE-----