0000928464-14-000106.txt : 20140911 0000928464-14-000106.hdr.sgml : 20140911 20140911172450 ACCESSION NUMBER: 0000928464-14-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140911 DATE AS OF CHANGE: 20140911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERTZ GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001364479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 203530539 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82523 FILM NUMBER: 141098848 BUSINESS ADDRESS: STREET 1: 999 VANDERBILT BEACH ROAD STREET 2: 3RD FLOOR CITY: NAPLES STATE: FL ZIP: 34108 BUSINESS PHONE: (239) 552-5800 MAIL ADDRESS: STREET 1: 999 VANDERBILT BEACH ROAD STREET 2: 3RD FLOOR CITY: NAPLES STATE: FL ZIP: 34108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 htzsch13damd2091114.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Hertz Global Holdings, Inc.
(Name of Issuer)

Common Stock, Par Value $0.01
(Title of Class of Securities)

42805T105
(CUSIP Number)

Andrew Langham, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 11, 2014
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled 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 on 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 ("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).


SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 2 to the Schedule 13D relating to the shares of Common Stock, Par Value $0.01 ("Shares"), issued by Hertz Global Holdings, Inc. (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on August 20, 2014, as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on September 10, 2014, to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On September 11, 2014, the Issuer released a press release (the "Press Release") announcing that it has reached an agreement-in-principle with the Reporting Persons. A copy of the Press Release is filed herewith as an exhibit and incorporated herein by reference.


Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

On September 11, 2014, the Issuer released the Press Release announcing that it has reached an agreement-in-principle with the Reporting Persons. A copy of the Press Release is filed herewith as an exhibit and incorporated herein by reference.


Item 7.  Material to be Filed as Exhibits
 
 
Exhibit 1
Press Release of Hertz Global Holdings, Inc., dated September 11, 2014
 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2014

ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.

By:            /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.

By:            /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer



/s/ Carl C. Icahn                                        
CARL C. ICAHN

[Signature Page of Amendment No. 2 to Schedule 13D – Hertz Global Holdings, Inc.]
EX-1 2 htzsch13damd2091114ex1.htm
 
 

FOR IMMEDIATE RELEASE

HERTZ REACHES AN AGREEMENT-IN-PRINCIPLE
WITH CARL ICAHN TO ADD THREE DIRECTORS

Company to Add Vincent J. Intrieri, Samuel Merksamer and
Daniel A. Ninivaggi to Hertz Board of Directors

Company Will Also Amend Shareholder Rights Plan

Company to Have a Nine Person Board

NAPLES, Fla., September 11, 2014 – Hertz Global Holdings, Inc. (NYSE: HTZ) ("Hertz" or "the Company") today announced that it has reached an agreement-in-principle with Carl C. Icahn and affiliated entities (collectively, "Icahn") to appoint Vincent J. Intrieri, Samuel Merksamer and Daniel A. Ninivaggi to the Company's Board of Directors as new independent directors. In connection with the anticipated director appointments, three existing directors will retire from the Board, effective upon the appointments of the new directors to the Board. In this connection, Icahn has agreed not to run a proxy contest at the Company's 2015 Annual Meeting of Shareholders and to vote in favor of the Company's nominees at the Annual Meeting. Two of the new directors will be part of the five-person search committee leading the process to find a permanent Chief Executive Officer of Hertz. Following the contemplated appointments and retirements, Hertz will have a nine-person Board, with the Board expanded to 10 directors upon the appointment of a permanent Chief Executive Officer. Under the agreement-in-principle, the Company's shareholder rights plan will be amended to increase the triggering percentage to 20% and to implement other changes. The agreement-in-principle remains subject to negotiation and execution of definitive documentation.

Linda Fayne Levinson, Independent Non-Executive Chair of the Hertz Board of Directors, said, "The Hertz Board believes that this outcome is in the best interest of the Company and all Hertz shareholders. This agreement eliminates distraction and ensures that we stay sharply focused on delivering the significant potential of the business. Hertz is the clear leader in the rental car industry, and we will continue to take the necessary actions to fix the business. We look forward to executing on our strategic imperatives to create value for all our shareholders."

Carl C. Icahn commented: "I would like to thank the Hertz Board for acting so expeditiously in agreeing to appoint our three very capable nominees to the Board.  Since I believe that the most important person at a company is the CEO, I'm especially happy that two of our three nominees will be on the five-person committee to find a permanent CEO.  It should be noted that our three nominees were on the boards and recently involved in identifying and recruiting top CEOs that have been very effective at a number of companies we have made investments in and where all shareholder value has been meaningfully enhanced. I believe Hertz is a great company and a great brand and that the right new CEO will return it to its former glory. We look forward to working with the Hertz Board to create value for all shareholders."

Once the parties execute definitive documentation, details about the agreement and the amendment to the Rights Plan will be filed on Form 8-K with the Securities and Exchange Commission.



 
 


About Hertz

Hertz operates its car rental business through the Hertz, Dollar, Thrifty and Firefly brands from approximately 11,465 corporate and franchisee locations in North America, Europe, Latin and South America, Asia, Australia, Africa, the Middle East and New Zealand. Hertz is the largest worldwide airport general use car rental brand, operating from approximately 9,985 corporate and franchisee locations in approximately 145 countries. Our Dollar and Thrifty brands have approximately 1,385 corporate and franchisee locations in approximately 75 countries and our Firefly brand has approximately 95 corporate and franchisee locations in 15 countries. Our Hertz brand name is one of the most recognized in the world, signifying leadership in quality rental services and products. We are one of the only car rental companies that has an extensive network of company-operated rental locations both in the United States and in all major European markets. We believe that we maintain the leading airport car rental brand market share, by overall reported revenues, in the United States and at approximately 130 major airports in Europe where we have company-operated locations and where data regarding car rental concessionaire activity is available. We believe that we also maintain the second largest market share, by overall reported revenues, in the off-airport car rental market in the United States. In our equipment rental business segment, we rent equipment through approximately 335 branches in the United States, Canada, France, Spain, the United Kingdom, China and Saudi Arabia, as well as through our international franchisees. We and our predecessors have been in the car rental business since 1918 and in the equipment rental business since 1965. We also own Donlen Corporation, or "Donlen," based in Northbrook, Illinois, which is a leader in providing fleet leasing and management services. We have a diversified revenue base and a highly variable cost structure and are able to dynamically manage fleet capacity, the most significant determinant of our costs.

Forward Looking Language

Certain statements contained in this press release include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements often include words such as "believe," "expect," "project," "anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would," "should," "could," "forecasts" or similar expressions. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that the Company believes are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results. These forward-looking statements involve risks, uncertainties and assumptions. Many factors could affect our actual financial and operating results and could cause actual results to differ materially from those expressed in the forward-looking statements, due to a variety of important factors, both positive and negative.

Additional information concerning these factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Current Reports on Form 8-K.

The Company therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the Company's behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Investor Relations:
Hertz
Leslie Hunziker
(239) 552-5700
lhunziker@hertz.com

Media:
Hertz
Richard Broome
(239) 552-5558
rbroome@hertz.com

Joele Frank
Barrett Golden, Alyssa Cass or Dan Moore
(212) 355-4449