<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                  FORM 10-K/A
                         (AMENDMENT NO. 1 TO FORM 10-K)

<Table>
<C>               <S>
   (MARK ONE)
      [X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                               OR
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM ____________TO ____________
</Table>

                         COMMISSION FILE NUMBER 0-23962

                               BUDGET GROUP, INC.
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                             <C>
DELAWARE                                                         59-3227576
(State of incorporation)                             (IRS Employer Identification No.)
</Table>

              125 BASIN STREET, SUITE 210, DAYTONA BEACH, FL 32114
              (Address of Principal Executive Offices -- Zip Code)

              Registrant's telephone number, including area code:
                                 (386) 238-7035

          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

          Securities registered pursuant to Section 12(g) of the Act:

                     Class A Common Stock, par value $0.01

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]     No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]

     The aggregate market value of the common equity held by non-affiliates of
the Registrant (assuming for these purposes, but without conceding, that all
executive officers and directors are "affiliates" of the Registrant) as of April
5, 2002 (based on the closing sale price of the Registrant's Class A common
stock, par value $0.01, as reported on the National Association of Securities
Dealers Over-the-Counter Bulletin Board on such date) was $0.17. 37,255,016
shares of common stock were outstanding as of April 5, 2002, comprised of
35,318,466 shares of the Registrant's Class A common stock, par value $0.01, and
1,936,550 shares of the Registrant's Class B common stock, par value $0.01.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                                EXPLANATORY NOTE

     This Form 10-K/A amends the Form 10-K filed by Budget Group, Inc. (the
"Company" or "Budget") on April 10, 2002 for the fiscal year ended December 31,
2001. This Form 10-K/A is being filed solely to set forth the information
required by PART III (Items 10, 11, 12 and 13) of Form 10-K, because a
definitive proxy statement containing such information will not be filed within
120 days after the end of the fiscal year covered by the Company's original Form
10-K filing. This Form 10-K/A amends PART III of the Company's original Form
10-K filing only, and all other portions of the Company's original 10-K filing
remain in effect.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS

     The Company's directors are as follows:

     Ronald D. Agronin, 64, was first elected as a director in April 1994. He
has been a consultant for Black Clawson Company ("Black Clawson"), a
manufacturer of paper making machinery, and United Container Machinery, Inc.
("United Container Machinery"), a corrugating machinery manufacturer, since
April 1998. From 1993 to April 1998, Mr. Agronin was Vice Chairman of Black
Clawson and President and Chief Executive Officer of United Container Machinery.
He served as Executive Vice President and Chief Operating Officer of Black
Clawson from 1987 to 1993. Mr. Agronin is the first cousin of Mr. Miller. Mr.
Agronin is a member of the Audit Committee and the Chairman of the Finance
Committee of the Board of Directors.

     John P. Kennedy, 57, was first elected as a director in April 1994 and
served as Vice Chairman of the Board of Directors from May 1997 until his
retirement in December 1998. From August 1994 to May 1997, he was Budget's
President and Chief Operating Officer. From November 1991 to August 1994, he was
Chairman and President of Metro West, Inc., whose wholly owned subsidiary
previously owned Budget's San Diego airport operations. From November 1990 to
November 1991, he was an independent consultant to the vehicle rental industry.
From July 1985 to August 1989, he served as President of NYRAC, Inc. d/b/a
Budget Rent a Car of Kennedy and La Guardia Airports. From 1968 to 1984, he
served in various capacities with Avis, Inc., including Vice President of
Operations. Mr. Kennedy is the Chairman of the Audit Committee and a member of
the Finance Committee of the Board of Directors.

     Mark Sotir, 38, was named as a director effective February 12, 2002. Mr.
Sotir has been President since January 2000 and Chief Operating Officer since
May 3, 2000. He has served in management positions for Budget Rent A Car
("BRACC") since April 1995. He served as President, North America, BRACC from
January 1999 to December 1999. From August 1998 to January 1999, he was Senior
Vice President, Operations; from June 1997 to August 1998 he was Senior Vice
President, Marketing; from June 1996 to June 1997 he was Vice President,
Marketing; and from April 1995 to June 1996 he was Vice President, Revenue
Management. Prior to joining BRACC, Mr. Sotir was Marketing Manager for The
Coca-Cola Company from August 1994 to April 1995 and was Senior Production
Manager from July 1993 to August 1994. Mr. Sotir is a member of each of the
Nominating Committee and the Finance Committee of the Board of Directors.

     Jeffrey D. Congdon, 58, was first elected as a director in April 1994. Mr.
Congdon has served as Chairman of VPSI Acquisition Corporation since October
2000. He was Vice Chairman of the Board of Directors from January 1991 to May
31, 2000. From January 1991 to March 1998, Mr. Congdon also served as Budget's
Chief Financial Officer. From December 1990 until March 1999, he was Secretary
and Treasurer of Tranex Credit Corporation, which provided financing for
purchases of previously owned vehicles. From 1980 to 1989, he was an executive
officer and principal stockholder of corporations that owned and operated 30
Budget franchises that were sold to BRACC in 1989. From 1982 to 1996, Mr.
Congdon owned and operated retail new and/or used vehicle sales operations in
Indianapolis, Indiana. Mr. Congdon is a member of the Compensation Committee of
the Board of Directors.
<PAGE>

     Dr. Stephen L. Weber, 60, was first elected as a director in April 1994.
Since June 1996, Dr. Weber has been the President of San Diego State University.
From August 1995 to June 1996, he was the Interim Provost of the State
University of New York System. From 1988 until June 1996, he was President of
the State University of New York, College at Oswego. Dr. Weber is the Chairman
of the Nominating Committee and a member of the Compensation Committee of the
Board of Directors.

     F. Perkins Hixon, Jr., 43, was first elected as a director in April 1998.
He has served since February 1996 as a managing director in Credit Suisse First
Boston Corporation's ("CSFBC") New York Investment Banking Department, where he
was first employed as an associate in 1985. Mr. Hixon also serves as a member of
CSFBC's Worldwide Investment Banking and Investment Committees. Mr. Hixon is a
member of the Finance Committee of the Board of Directors.

     Sanford Miller, 49, has been the Chairman of the Board of Directors and
Chief Executive Officer and a director since April 1994. From August 1991 to
August 1994, he was Vice President of Tranex Rentals of New York, Inc.
("Tranex"), which operated the Albany and Rochester Budget franchises, and from
December 1991 to August 1994, was Vice President of Capital City Leasing, Inc.
("Capital City"), which operated the Richmond, Virginia Budget franchise. From
1989 to 1991, Mr. Miller served as Director of Marketing, Special Accounts, for
BRACC. From 1981 to 1989, Mr. Miller was an executive officer and principal
stockholder of corporations that owned and operated 30 Budget franchises that
were sold to BRACC in 1989. From 1979 to 1981, he was North East Regional Field
Operation Manager for BRACC. Mr. Miller served as President of the American Car
Rental Association, a nationwide industry trade association, in 1993. Mr. Miller
is also a director of Tranex Credit Corporation and Peninsula Bank of Central
Florida and is the Chairman of the Board of College Foundation, Inc., Oswego
State University. Mr. Miller is the first cousin of Mr. Agronin, a Class III
director of Budget.

     Martin P. Gregor, 38, was first elected as a director in December 1996. Mr.
Gregor serves as a managing director of McDonald Investments, Inc., where he
began his employment as an associate in 1989. Mr. Gregor is a member of each the
Audit Committee and the Nominating Committee of the Board of Directors.

     Morris Belzberg, 72, was named as a director effective February 12, 2002.
Mr. Belzberg joined Budget Rent a Car Corporation in 1965 as Vice President for
Canadian Operations, was appointed Vice President of Franchising and Marketing
in 1967. When Budget was acquired by Transamerica Corporation in 1968, he was
named Executive Vice President, President in 1969, Chief Executive Officer in
1971, Chairman of the Board in 1986 and Chairman of the Executive Committee in
1988. In October, 1991, Belzberg retired as Chairman of the Executive Committee
but continued as a member of the Board of Directors until the sale of the
Company in 1997. In 1998, he was awarded the ACCRA (American Car Rental
Association) Lifetime Achievement Award. Mr. Belzberg is a member of the
Compensation Committee of the Board of Directors.

     The Board of Directors currently consists of nine (9) directors divided
into three classes, having three-year terms that expire in successive years.
Messrs. Agronin, Kennedy and Sotir are Class III directors whose terms expire at
the annual shareholders meeting to be held in 2002. Messrs. Congdon and Hixon
and Dr. Weber are Class II directors whose terms end in 2003 and Messrs. Miller,
Gregor and Belzberg are Class I directors whose terms expire in 2004.

COMMITTEES OF THE BOARD

     The Board of Directors has standing Nominating, Compensation, Finance and
Audit Committees.

     Nominating Committee.  As of March 2002, the Nominating Committee staff of
Messrs. Gregor and Sotir and Dr. Weber. During 2001, until that date, the
Nominating Committee consisted of Messrs. Kennedy and Hixon and Dr. Weber. The
Nominating Committee is responsible for nominating candidates for election to
the Board of Directors. The Nominating Committee will consider nominees
recommended by Budget's stockholders if the nomination is set forth in writing
and delivered to Budget's General Counsel and Secretary at 125 Basin Street,
Suite 210, Daytona Beach, Florida 32114. The Nominating Committee did not meet
in 2001 but by written consent nominated Messrs. Belzberg and Sotir for election
as directors.

                                        3
<PAGE>

     Compensation Committee.  As of March 2002, the Compensation Committee staff
of Messrs. Belzberg, Congdon and Dr. Weber. During 2001, until that date, the
Compensation Committee consisted of Messrs. Gregor and Coluano and Dr. Weber.
The Compensation Committee establishes salaries, incentives and other forms of
compensation for senior officers of Budget, administers Budget's incentive
compensation and benefit plans and recommends policies relating to such plans.
The Compensation Committee met six times in 2001 (four by telephone and two in
person).

     Finance Committee.  As of March 2002, the Finance Committee consists of
Messrs. Agronin, Hixon, Kennedy and Sotir. During 2001, until that date, the
Finance Committee consisted of Messrs. Agronin, Lalvano and Kennedy. The Finance
Committee reviews and, where appropriate, makes recommendations to the Board of
Directors with respect to the following matters: (1) financial plans, financial
performance, performance cash flow forecasts and other high level financial
information; (2) financing facilities and other matters related to Budget's
borrowings; (3) acquisitions, divestitures, and joint ventures; and (4) capital
expenditures and leasing arrangements requiring approval of the Board of
Directors. The Finance Committee met six times in 2001 (one by telephone and
five in person).

     Audit Committee.  As of March 2002, the Audit Committee consists of Messrs.
Agronin, Gregor and Kennedy. During 2001 until that date the Audit Committee
consisted of Messrs. Hixon, Agronin and Gregor. The Audit Committee reviews
Budget's accounting practices, internal accounting controls and financial
results and oversees the engagement of Budget's independent auditors, Arthur
Andersen LLP. The Audit Committee met six times in 2001 (two by telephone and
four in person).

AUDIT COMMITTEE REPORT

     In connection with the fiscal 2001 audit, the Audit Committee has:

     - reviewed and discussed with management Budget's audited consolidated
      financial statements to be included in our annual report on Form 10-K for
      the year ended December 31, 2001,

     - discussed with Arthur Andersen LLP the matters required to be discussed
      by Statement of Accounting Standards No. 61,

     - discussed with Arthur Andersen LLP whether various other services
      performed for Budget during 2001, primarily internal audit and consulting
      services, were compatible with Arthur Andersen LLP maintaining its
      independence, and

     - received from and discussed with Arthur Andersen LLP the written
      disclosures and the letter from Arthur Andersen LLP required by
      Independence Standards Board Standard No. 1 and discussed with Arthur
      Andersen LLP independence.

     Based on the review and the discussions described above, the Audit
Committee has recommended to the Board of Directors that the audited
consolidated financial statements be included in our Form 10-K for the year
ended December 31, 2001 for filing with the Securities and Exchange Commission.

     The Board of Directors has approved a written charter. The members of the
Audit Committee have been determined to be independent in accordance with the
requirements of Section 303.01(B)(2)(a) and (3) of the New York Stock Exchange
listing standards.

     Budget's management has the primary responsibility for Budget's systems of
internal controls and the overall financial reporting process. The independent
public accountants are responsible for performing an independent audit of
Budget's consolidated financial statements in accordance with generally accepted
auditing standards and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes. However, the members
of the Audit Committee are not certified public accountants, professional
auditors or experts in the fields of accounting and auditing and rely, without
independent verification, on the information provided to them and on the
representations made by management and the public independent accountants.

                                        4
<PAGE>

     Fiscal 2001 Audit Firm Fee Summary.  During fiscal year 2001, Budget
retained its principal auditor, Arthur Andersen, to provide services in the
following categories and amounts:

<Table>
<S>                                                            <C>
Audit Fees..................................................   $1,720,000
Other:
  Internal Audit Fees.......................................   $1,034,843
  Fees for Tax Related Services.............................   $  590,755
  Audit-Related Fees........................................   $  279,500
  All Other Fees............................................   $   75,500
                                                               ----------
  Total Other...............................................   $1,980,598
</Table>

     The Audit Committee has considered whether the provision of non-audit
services by the Company's principal auditor was compatible with maintaining
auditor independence and has determined such services were not incompatible with
maintaining auditor independence.

                                          THE AUDIT COMMITTEE

                                          John P. Kennedy, Chairman
                                          Ronald D. Agronin
                                          Martin P. Gregor

     The Audit Committee Report shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934 (together, the "Acts"), except to the extent Budget specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

EXECUTIVE OFFICERS

     The following table sets forth certain information regarding Budget's
executive officers:

<Table>
<Caption>
NAME                                    AGE          POSITION(S) WITH BUDGET
----                                    ---          -----------------------
<S>                                     <C>   <C>
Sanford Miller........................  49    Chairman of the Board of Directors,
                                              Chief Executive Officer and Director
Mark R. Sotir.........................  38    President and Chief Operating Officer
                                              and Director
William S. Johnson....................  44    Executive Vice President and Chief
                                              Financial Officer
Robert L. Aprati......................  57    Executive Vice President, General
                                              Counsel and Secretary
</Table>

     Each of the above executive officers was elected by the Board to hold
office until the next annual election of officers and until his successor is
elected and qualified or until his earlier resignation or removal.

     William S. Johnson has been Executive Vice President and Chief Financial
Officer since August 2000. From 1983 to 1999, Mr. Johnson was employed by BP
Amoco p.l.c., where he served in various positions in corporate finance,
business development, and general management. Most recently, he served as
President of the Amoco Fabrics and Fibers Company.

     Robert L. Aprati has been Executive Vice President, General Counsel and
Secretary of Budget since August 1997, was Senior Vice President, General
Counsel and Secretary of BRACC from January 1988 to July 1997 and was Vice
President, General Counsel and Secretary of BRACC from September 1978 to January
1988.

     For descriptions of the business experiences of Mr. Miller and Mr. Sotir,
see the section entitled "Directors" above in this Item 10.

                                        5
<PAGE>

     Each of the above executive officers was elected by the Board of Directors
to hold office until the next annual election of officers and until his
successor is elected or qualified or until his earlier resignation or removal.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires Budget's directors and executive
officers and persons who own more than 10% of a registered class of Budget's
equity securities to file with the Commission initial reports of ownership and
statements of changes in ownership of common stock and other equity securities
of Budget. Based solely upon a review of such reports furnished to Budget and
certain representations of such persons, all such persons complied with the
Section 16(a) reporting requirements except for the following inadvertent late
filing: the exempt sale of 38,498 shares of Class A common stock on May 5, 2000
by Mr. Congdon, which was reportable on a Form 5 due by February 15, 2001, was
reported on an amended Form 5 filed on March 8, 2001.

ITEM 11.  EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

     Cash Compensation.  In 2001, non-employee directors received an annual
retainer of $30,000 plus $1,000 for attending each meeting of the directors and
$500 for each director committee meeting. Directors who are also employees of
Budget are not separately compensated for their service as directors.

     Options.  Non-employee directors are eligible to participate in the Budget
Group, Inc. 2000 Stock Plan. In 2001, Budget granted options to purchase an
aggregate of 105,000 shares of Class A common stock to non-employee directors
under the 2000 Stock Plan. These options were granted on June 18, 2001, expire
on June 18, 2011 and are exercisable at a price of $2.30 per share. The options
vested on December 18, 2001.

                                        6
<PAGE>

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION SUMMARY TABLE

     The following table sets forth information concerning total compensation
earned or paid to the Chief Executive Officer and the four other most highly
compensated executive officers of Budget who served in such capacities during
2001 (the "Named Executive Officers") for services rendered to Budget during
each of the last three fiscal years.

<Table>
<Caption>
                                                                                  LONG-TERM
                                                                                COMPENSATION
                                                                                   AWARDS
                                            ANNUAL COMPENSATION            -----------------------
                                    ------------------------------------   RESTRICTED   SECURITIES
                                                          OTHER ANNUAL       STOCK      UNDERLYING      ALL OTHER
NAME AND PRINCIPAL POSITION  YEAR    SALARY     BONUS    COMPENSATION(1)     AWARDS      OPTIONS     COMPENSATION(2)
---------------------------  ----   --------   -------   ---------------   ----------   ----------   ---------------
<S>                          <C>    <C>        <C>       <C>               <C>          <C>          <C>
Sanford Miller............   2001   $643,502        --         --              $0             --         $34,807
  Chairman of the Board      2000    643,500        --         --              --        167,260          28,061
  of Directors and Chief     1999    607,625        --         --              --        155,000          28,853
  Executive Officer

Mark R. Sotir.............   2001    500,000        --         --               0             --          18,215
  President, and Chief       2000    436,538   575,000         --              --        500,000          11,669
  Operating Officer          1999    250,808    42,000         --              --         60,000          11,842

William S. Johnson........   2001    285,962    85,938         --               0             --          11,750
  Executive Vice President   2000    103,654        --         --              --        200,000           1,543
  and Chief Financial
    Officer

Robert L. Aprati..........   2001    250,000    45,000         --               0             --          26,085
  Executive Vice President,  2000    247,308    45,000         --              --        174,000          22,808
  General Counsel and        1999    240,000    51,950         --              --         45,000          24,100
  Secretary
</Table>

---------------

(1)While the Named Executive Officers enjoy certain perquisites, for fiscal
   years 2001, 2000 and 1999, these did not exceed the lesser of $50,000 or 10%
   of each Named Executive Officer's salary and bonus.

(2)For each of the Named Executive Officers, "All Other Compensation" includes
   amounts for:

     - Health and dental insurance premiums;

     - Payment of life insurance premiums;

     - Payment of disability insurance premiums; and

     - Matching contributions under Budget's 401(k) Plan.

     The following table sets forth detailed information regarding this other
compensation:

<Table>
<Caption>
                             HEALTH     LIFE INSURANCE       DISABILITY
NAME                        INSURANCE      PREMIUMS      INSURANCE PREMIUMS   MATCHING CONTRIBUTIONS
----                        ---------   --------------   ------------------   ----------------------
<S>                         <C>         <C>              <C>                  <C>
Sanford Miller............   $3,794        $16,821             $6,799                 $6,300
Mark R. Sotir.............    3,794          3,981              4,126                  6,300
William S. Johnson........    3,794            841              4,426                  2,677
Robert L. Aprati..........    2,873         12,492              4,407                  6,300
</Table>

     For Mr. Miller, "All other compensation" also includes $1,080 related to an
automobile allowance.

                                        7
<PAGE>

RESTRICTED STOCK GRANTS DURING 2001

     The following table describes restricted stock grants under the 2000 Stock
Plan to the Named Executive Officers in 2001:

<Table>
<Caption>
                                                               NUMBER OF SECURITIES
NAME                                                            UNDERLYING GRANTS
----                                                           --------------------
<S>                                                            <C>
Sanford Miller..............................................        321,750(1)
Mark R. Sotir...............................................        523,776(2)
William S. Johnson..........................................         72,500(1)
Robert L. Aprati............................................         65,000(1)
</Table>

---------------

(1)Restricted stock awards granted on June 18, 2001 to Named Executive Officers
   which vest in full on January 1, 2003 if the status of the Named Executive
   Officer as an employee has not terminated during the period which starts on
   January 1, 2001 and ends on December 31, 2002.

(2)Performance restricted stock award for 273,776 shares granted on January 1,
   2001 to Mr. Sotir in 2001 which vests in one quarter increments based upon
   the Company's stock price increasing by 110%, 120%, 130% and 140% over a base
   value of $4.0625 per share. Shares are not issuable after 10 years from date
   of grant and are forfeitable should Reporting Person's employment terminate
   within the one year period following the satisfaction of the applicable
   performance standard. Restricted stock award granted on June 18, 2001 to Mr.
   Sotir for 250,000 shares which vest on January 1, 2003 if the status of Mr.
   Sotir as an employee has not terminated during the period which starts on
   January 1, 2001 and ends on December 31, 2002.

AGGREGATED OPTION EXERCISES DURING 2001 AND YEAR-END OPTION VALUES

     The following table sets forth certain information with respect to option
exercises by the Named Executive Officers during 2001 and the value of options
owned by the Named Executive Officers at December 31, 2001.

<Table>
<Caption>
                                                        NUMBER OF SECURITIES
                                                       UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                                                             OPTIONS AT              IN-THE-MONEY OPTIONS AT
                              SHARES                      DECEMBER 31, 2001           DECEMBER 31, 2001(1)
                             ACQUIRED      VALUE     ---------------------------   ---------------------------
NAME                        ON EXERCISE   REALIZED   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                        -----------   --------   -----------   -------------   -----------   -------------
<S>                         <C>           <C>        <C>           <C>             <C>           <C>
Sanford Miller............       0           0         119,315        202,945          $0             $0
Mark R. Sotir.............       0           0         155,000        405,000           0              0
William S. Johnson........       0           0          50,000        150,000           0              0
Robert L. Aprati..........       0           0          66,000        153,000           0              0
</Table>

---------------

(1)In accordance with Securities and Exchange Commission rules, values are
   calculated by subtracting the exercise price from the fair market value of
   the underlying common stock. For purposes of this table, fair market value is
   deemed to be $0.87, the average of the high and low Class A common stock
   price reported for New York Stock Exchange transactions on December 31, 2001,
   the last trading day of 2001.

     As of December 31, 2001, options to purchase a total of 1,012,175 shares of
Class A common stock and 155,000 shares of Class B common stock with exercise
prices ranging from $6.063 to $36.438 per share were outstanding under the 1994
Employee Option Plan. Options to purchase a total of 2,718,250 shares of Class A
common stock and 167,260 shares of Class B common stock with exercise prices
ranging from $1.330 to $4.063 per share were outstanding under the 2000 Stock
Plan.

     On March 18, 2002, the quoted closing sales price of the Class A common
stock on the New York Stock Exchange was $0.60.

                                        8
<PAGE>

PERFORMANCE GRAPH

     Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on Budget's Class A common stock against the
cumulative total return of the Standard & Poors 500 Index, the Dow Jones
Industrial Index, Budget's peer group index for 2001 (the "2001 Peer Group") and
Budget's peer group index for 2000 (the "2000 Peer Group"). The 2001 Peer Group
consists of ANC Rental Corporation, Dollar Thrifty Automotive Group, Inc. and
Amerco. The 2000 Peer Group consists of Avis Group Holdings, Inc., Hertz
Corporation, Dollar Thrifty Automotive Group, Inc. and Amerco. The former peer
group index included Avis Group Holdings, Inc. which had 100% of its common
stock acquired by Cendant Corporation in March 2001 and Hertz Corporation which
had 100% of its common stock acquired by Ford Motor Company in March 2001. The
stock performance graph assumes $100 was invested on December 31, 1996 and
measures the return thereon at various points based on the closing price of the
Class A common stock on the dates indicated.

                              (PERFORMANCE GRAPH)

<Table>
<Caption>
-------------------------------------------------------------------------------------------
                            12/31/96   12/31/97   12/31/98   12/31/99   12/31/00   12/31/01
-------------------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>        <C>        <C>        <C>
 BGI                        100.0000   214.2591    98.4501    56.1686    13.1742     5.5177
 S&P 500                    100.0000   131.0082   165.9462   198.3489   178.2380   154.9910
 Dow Jones Industrial       100.0000   122.6416   142.3848   178.2966   167.2998   155.4131
 2001 Peer Group            100.0000    65.8163    38.8690    77.7679    39.8810    32.7134
 2000 Peer Group            100.0000    84.1809    78.8405    71.1798    60.0357    32.6857
</Table>

     The Stock Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this Form 10-K/A into any
filing under either of the Acts, except to the extent Budget specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.

                                        9
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     Budget's executive compensation program is administered by the Compensation
Committee of the Board of Directors. The Compensation Committee consists
entirely of directors who are not employees of Budget to ensure that executive
compensation is determined in an objective manner. In addition to determining
the salary and bonus compensation for Budget's most highly compensated executive
officers, the Compensation Committee administers the 1994 Employee Option Plan
and the 2000 Stock Plan and, accordingly, determines the nature, timing and
amount of option grants to executive officers.

     Executive Officer Compensation Policy.  Budget is engaged in a highly
competitive and dynamic industry, and Budget's success depends in large part
upon its ability to attract, motivate, retain and reward executive officers. The
Compensation Committee endeavors to align the long-term interests of Budget, its
stockholders and its management in determining executive compensation. The
Compensation Committee believes the mutuality of interests between Budget's
executive officers and Budget's stockholder is strengthened by increasing
executive officer's ownership of Common Stock through equity-based compensation.
A significant portion of executive officer compensation, therefore, generally
consists of stock option grants and restricted stock awards.

     At least annually the Compensation Committee reviews the individual
contributions and performance of the chief executive officer and each other
executive officer, as well as prior compensation granted. The Compensation
Committee takes into account the Chief Executive Officers recommendation as well
as various qualitative and quantitative indicators of corporate and individual
performance in determining the level and composition of compensation for
executive officers. In particular, the Compensation Committee considers several
financial performance measures, including stock price, revenue growth and net
income, as well as the individual executive's work experience, level of
responsibility and contribution to Budget's long-term success. It also monitors
executive compensation levels of certain comparably sized public companies to
ensure Budget's executive compensation levels remain competitive.

     Executive compensation decisions in 2001 were largely considered in light
of the need to attract and motivate seasoned, new executive officers to Budget
who are able to make valuable contributions to Budget's success. The Board of
Directors also considered the restructuring and other initiatives implemented by
Budget in 2001 and the need to attract and retain qualified executive officers
to implement these initiatives.

     Chief Executive Officer Compensation.  The compensation of the Chief
Executive Officer, Mr. Miller, is established by the Compensation Committee and
reviewed and adjusted at least annually. Mr. Miller's compensation is
principally comprised of a base salary, a bonus, stock option grants and
restricted stock awards which compensation package is primarily based upon
Budget's revenue growth, net income per share and other achievements. In
determining the reasonableness of the compensation awarded to Mr. Miller in
2001, the Compensation Committee applied the policies and factors discussed
above with an emphasis on his continuing importance to the strategic direction
and growth of Budget.

     Mr. Miller's base salary for the year 2001 was $643,500 per year. Budget
paid Mr. Miller no bonus for the year 2001; however, Mr. Miller was granted a
restricted stock award of 321,750 shares of Class A common stock. Budget will
issue the shares to Mr. Miller contained within the restricted stock award on
January 1, 2003 if his status as an employee has not terminated during the
period which starts on January 1, 2001 and ends on December 31, 2002.

                                        10
<PAGE>

     The Committee has determined that it is unlikely that Budget would pay any
amounts for 2001 that would result in a loss of the federal income tax deduction
under Section 162(m) of the Internal Revenue Code of 1986, as amended, and
accordingly, has not recommended that any special actions be taken or that any
plans or programs be revised at this time.

                                          THE COMPENSATION COMMITTEE

                                          Jeffrey D. Congdon, Chairman
                                          Dr. Stephen L. Weber
                                          Morris Belzberg

     The Compensation Committee Report on Executive Compensation shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Form 10-K/A into any filing under the Securities Act of 1933 or
under the Securities Exchange Act of 1934 (together, the "Acts"), except to the
extent Budget specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.

EXECUTIVE SEVERANCE AGREEMENTS

     Budget has entered into a severance agreement (the "Severance Agreement")
with each of the Named Executive Officers (each an "Executive") which provides
for severance payments and benefits to the Executive if his employment is
terminated under various circumstances described therein. Under each Severance
Agreement, if an Executive's employment is terminated (a) voluntarily by the
Executive within one year after a "change in control" of Budget, (b) by reason
of the Executive's death or "disability", (c) within one year after the
occurrence of certain other events constituting "good reason" or (d)
involuntarily terminated without "cause" (as such terms are defined in the
Severance Agreement), the Executive generally would be entitled (i) to receive a
lump sum payment due within 30 days of termination in an amount of three times
the sum of the Executive's annual base salary rate plus certain bonus amounts,
(ii) to receive his base salary and a pro rated portion of his target bonus
through the date of termination, (iii) to receive certain contributions (or
equivalents) under the Budget Defined Contribution Retirement Plan and the
Budget SavingsPlus Plan, (iv) to continue to participate in Budget's insurance
benefit programs for 36 months, (v) to use two Company cars for 36 months and
(vi) to receive certain other benefits.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain information, as of March 18, 2002,
with respect to the beneficial ownership of our common stock by (1) each person
known by us to beneficially own more than 5% of either class of common stock,
(2) each director or nominee for director, (3) our named executive officers and
(4) all directors and executive officers as a group. As of March 18, 2002, we
had outstanding 35,474,072 shares of Class A common stock and 1,936,550 shares
of Class B common stock. This table also gives effect to shares

                                        11
<PAGE>

that may be acquired pursuant to options and conversion of Class B common stock
into Class A common stock as described in the footnotes below.
<Table>
<Caption>
                                       CLASS A COMMON STOCK              CLASS B COMMON STOCK           PERCENT OF
                                  -------------------------------   -------------------------------    TOTAL VOTING
                                    NUMBER OF        PERCENT OF       NUMBER OF        PERCENT OF     POWER OF COMMON
                                  CLASS A SHARES   CLASS A SHARES   CLASS B SHARES   CLASS B SHARES        STOCK
                                   BENEFICIALLY     BENEFICIALLY     BENEFICIALLY     BENEFICIALLY       ACTUALLY
DIRECTORS AND EXECUTIVE OFFICERS     OWNED(A)          OWNED           OWNED(A)          OWNED           OWNED(B)
--------------------------------  --------------   --------------   --------------   --------------   ---------------
<S>                               <C>              <C>              <C>              <C>              <C>
Sanford Miller...                   1,405,194(d)        3.8%          1,105,630(o)        50.8%            17.1%
Mark R. Sotir...                      326,941(e)          *                  --             --                *
William S. Johnson...                  59,627(f)          *                  --             --                *
Robert L. Aprati...                   158,499(g)          *                  --             --                *
Ronald D. Agronin...                   55,000(h)          *                  --             --                *
Morris Belzberg...                     37,500(i)          *                  --             --                *
Martin P. Gregor...                    53,905(j)          *                  --             --                *
F. Perkins Hixon...                   237,500(j)          *                  --             --                *
Jeffrey D. Congdon...                 627,200(k)         --             515,400           24.6%             9.6%
John P. Kennedy...                    592,666(l)         --             515,400           24.6%             9.5%
Dr. Stephen L. Weber...                57,800(m)          *                  --             --                *
All directors and executive
  officers as a group (11
  persons)...                       3,611,832(n)        9.4%          2,136,430(o)       100.0%            36.8%
5% STOCKHOLDERS
Dimensional Fund Advisors
  Inc. ....                         3,111,200(p)        8.8%                 --             --              5.9%
Deutsche Bank AG...                 3,101,254(q)        8.0%                 --             --              5.9%
Fuller & Thaler Asset
  Management, Inc. ...              1,878,200(r)        5.3%                 --             --              3.6%

<Caption>
                                    PERCENT OF
                                   TOTAL VOTING
                                  POWER OF COMMON
                                       STOCK
                                   BENEFICIALLY
DIRECTORS AND EXECUTIVE OFFICERS     OWNED(C)
--------------------------------  ---------------
<S>                               <C>
Sanford Miller...                      20.0%
Mark R. Sotir...                          *
William S. Johnson...                     *
Robert L. Aprati...                       *
Ronald D. Agronin...                      *
Morris Belzberg...                        *
Martin P. Gregor...                       *
F. Perkins Hixon...                       *
Jeffrey D. Congdon...                   9.6%
John P. Kennedy...                      9.5%
Dr. Stephen L. Weber...                   *
All directors and executive
  officers as a group (11
  persons)...                          39.7%
5% STOCKHOLDERS
Dimensional Fund Advisors
  Inc. ....                             5.9%
Deutsche Bank AG...                     5.9%
Fuller & Thaler Asset
  Management, Inc. ...                  3.6%
</Table>

---------------

*Less than 1%

(a)  In determining the number and percent of shares beneficially owned by each
     person, shares that may be acquired by such person pursuant to options,
     convertible notes or convertible preferred stock exercisable or convertible
     within 60 days of March 18, 2002 are deemed outstanding for purposes of
     determining the total number of outstanding shares for such person and are
     not deemed outstanding for such purpose for all other stockholders. To the
     best of our knowledge, except as otherwise indicated, beneficial ownership
     includes sole voting and dispositive power with respect to all shares.

(b)  Includes shares of Class A and Class B common stock owned directly or
     indirectly.

(c)  Includes shares of Class A and Class B common stock owned directly or
     indirectly plus shares of Class A and Class B common stock issuable upon
     exercise of options which are exercisable within 60 days.

(d)  Includes (i) 905,750 shares of Class A common stock issuable upon
     conversion of Class B common stock, (ii) 199,880 shares of Class A common
     stock issuable upon conversion of Class B common stock issuable upon
     exercise of options vested or to be vested within 60 days granted under our
     1994 Incentive Stock Option Plan (the "1994 Employee Option Plan") and our
     2000 Stock Plan, (iii) 8,000 shares of Class A common stock owned by Mr.
     Miller's minor children but with respect to which Mr. Miller has sole
     voting and dispositive power, (iv) 16,666 shares of Class A common stock
     representing a one-third interest in 50,000 shares of Class A common stock
     held by MCK Real Estate Corporation in which Mr. Miller owns one-third
     interest and shares voting and dispositive power with Mr. Congdon and Mr.
     Kennedy and (v) 8,094 shares of Class A common stock held by the Budget
     Group, Inc. SavingsPlus Plan (the "SavingsPlus Plan"). Mr. Miller's address
     is 125 Basin Street, Suite 210, Daytona Beach, Florida 32114.

                                        12
<PAGE>

(e)  Includes (i) 295,000 shares of Class A common stock issuable upon exercise
     of options vested or to be vested within 60 days granted under the 1994
     Employee Option Plan and the 2000 Stock Plan, and (ii) 2,316 shares of
     Class A common stock held by the SavingsPlus Plan.

(f)  Includes (i) 50,000 shares of Class A common stock issuable upon exercise
     of options granted under the 2000 Stock Plan, and (ii) 127 shares of Class
     A common stock held by the SavingsPlus Plan.

(g)  Includes (i) 120,750 shares of Class A common stock issuable upon exercise
     of options granted under the 1994 Employee Option Plan and the 2000 Stock
     Plan, and (ii) 4,500 shares of Class A common stock held by the SavingsPlus
     Plan.

(h)  Includes 45,000 shares of Class A common stock issuable upon exercise of
     options granted under the Budget Group, Inc. 1994 Directors' Option Plan
     ("1994 Directors' Plan") and the 2000 Stock Plan.

(i)  Includes 37,500 shares of Class A common stock issuable upon exercise of
     options granted under the 1994 Employee Option' Plan and the 2000 Stock
     Plan.

(j)  Includes 37,500 shares of Class A common stock issuable upon exercise of
     options granted under the 1994 Directors' Plan and the 2000 Stock Plan.

(k)  Includes (i) 515,400 shares of Class A common stock issuable upon
     conversion of Class B common stock, (ii) 16,669 shares of Class A common
     stock owned by the Congdon Family Foundation, Inc. (the "Foundation"), of
     which Mr. Congdon and his wife share voting and dispositive power as the
     President and Treasurer and Vice President and Secretary, respectively, of
     the Foundation, (iii) 16,666 shares of Class A common stock representing a
     one-third interest in 50,000 shares of Class A common stock held by MCK
     Real Estate Corporation in which Mr. Congdon owns one-third interest and
     shares voting and dispositive power with Mr. Miller and Mr. Kennedy, (iv)
     22,500 shares of Class A common stock issuable upon exercise of options
     granted under the 1994 Employee Option Plan; and the 2000 Stock Plan, and
     (v) 1,584 shares of Class A common stock held by the SavingsPlus Plan. Mr.
     Congdon's address is Woodland Corporate Center One, 7602 Woodland Drive,
     Suite 150, Indianapolis, Indiana 46278-2706.

(l)  Includes (i) 515,400 shares of Class A common stock issuable upon
     conversion of Class B common stock, (ii) 37,500 shares of Class A common
     stock issuable upon exercise of options granted under the 1994 Directors'
     Plan and the 2000 Stock Plan, and (iii) 16,666 shares of Class A common
     stock representing a one-third interest in 50,000 shares of Class A common
     stock held by MCK Real Estate Corporation in which Mr. Kennedy owns
     one-third interest and shares voting and dispositive power with Mr. Miller
     and Mr. Congdon. Mr. Kennedy's address is 131 Church Street, Suite 210,
     Burlington, Vermont 05401.

(m)  Includes 50,000 shares of Class A common stock issuable upon exercise of
     options granted under the 1994 Directors Plan.

(n)  Includes (i) 1,936,550 shares of Class A common stock issuable upon
     conversion of Class B common stock, (ii) 199,880 shares of Class A common
     stock issuable upon conversion of Class B common stock issuable upon
     exercise of options granted under the 1994 Employee Option Plan, (iii)
     733,250 shares of Class A common stock issuable upon exercise of options
     granted under the 1994 Employee Option Plan, the 1994 Directors Plan and
     the 2000 Stock Plan, and (iv) 16,621 shares of Class A common stock held by
     the SavingsPlus Plan.

(o)  Includes 199,880 shares of Class B common stock issuable upon exercise of
     options granted under the 1994 Employee Option Plan.

(p)  The address of Dimensional Fund Advisors Inc. ("DFA") is 1299 Ocean Avenue,
     11th Floor, Santa Monica, California 90401. This information is included in
     reliance upon a Schedule 13G filed by DFA with the Commission on February
     12, 2002.

(q)  Represents shares of Class A common stock issuable upon conversion of
     6 1/4% convertible preferred securities issued by Budget Group Capital
     Trust, a wholly owned subsidiary of the Company. The address of Deutsche
     Bank AG is Taunusanlage 12, D-60325, Frankfurt am Main, Federal Republic of
     Germany. This information is included in reliance upon a Schedule 13G filed
     by Deutsche Bank AG with the Commission on February 13, 2002.
                                        13
<PAGE>

(r)  The business address of Fuller & Thaler Asset Management, Inc. ("Fuller &
     Thaler") is 411 Borel Avenue, Suite 402, San Mateo, California 94402. This
     information is included in reliance upon a Schedule 13G filed by Fuller &
     Thaler with the Commission on February 15, 2002.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

LEASES

     Alabama.  Our Mobile, Alabama airport service facility is leased from
Messrs. Miller and Congdon and another individual. This lease terminates July
14, 2004 and is not subject to any renewal options. Rental payments under the
lease were approximately $74,067 in 2001.

     Florida.  Our Gainesville, Florida airport service facility is leased from
Mr. and Mrs. Miller, Mr. and Mrs. Congdon and another individual. This lease
terminates May 31, 2004, subject to renewal. Rental payments under the lease
were approximately $54,483 in 2001. Our Tallahassee, Florida airport service
facility is leased from Mr. Miller, Mr. Miller's brother-in-law and an unrelated
individual. This lease terminates May 31, 2004. Rental payments under the lease
were approximately $67,986 in 2001. Our Orange City, Florida rental facility is
leased from AME Realty, LLC, an entity owned by Mr. Miller and two other
individuals. This lease terminates October 31, 2013, subject to renewal options.
Rental payments under the lease were approximately $17,664 in 2001.

     New York.  Our Rochester, New York airport facility is leased from a
partnership formed by Mr. Miller and a former employee of Budget. This lease
terminates in 2013, subject to renewal. Rental payments under the lease were
approximately $112,752 in 2001. Our La Guardia, New York airport service
facility is leased from Messrs. Miller, Congdon and Kennedy. This lease
terminates April 30, 2005, subject to renewal. Rental payments under the lease
were approximately $743,980 in 2001.

     Ohio.  We lease a former retail car sales facilities in Dayton, Ohio from
MCK Real Estate Corporation ("MCK"), which is owned by Messrs. Miller, Congdon
and Kennedy. This obligation terminated in March 2002. Rental payments by us
under the lease were approximately $136,775 in 2001.

     Pennsylvania.  Our Philadelphia, Pennsylvania retail vehicle sales
facility, regional administrative headquarters and vehicle maintenance facility
are leased from MCK. This lease terminates in February 2011. Rental payments
under the lease were approximately $173,742 in 2001. Our Philadelphia,
Pennsylvania rental facility is also leased from MCK and the lease terminates in
September 2002, subject to renewal. Rental payments for this later facility in
2001 were $254,814.

     Virginia.  Our Richmond, Virginia airport facility is leased from a
partnership formed by Mr. Miller and another individual (the "Richmond
Partnership"). This lease terminates in 2013, subject to renewal. Rental
payments under the lease were approximately $108,504 in 2001. Our Chesterfield
County, Virginia non-airport facility is also leased from the Richmond
Partnership. This lease commenced in June 1994 and terminates in May 2014,
subject to renewal. Rental payments under this lease were approximately $44,580
in 2001.

     All of the above leases are on a triple net basis (i.e., we are responsible
for the payment of taxes, insurance and utilities and for the general
maintenance of these facilities in addition to our obligations to pay base
rent). We believe that these leases are on terms no less favorable to us than
could be obtained from unaffiliated third parties.

SOUTHERN COMMUNITY BANCORP

     Mrssrs. Miller, Congdon, Kennedy, Aprati and Gregor each own shares of
stock in Southern Community Bancorp (noncontrolling interest) and Miller is a
director of Souther Community Bancorp. We maintained a cash management account
at Southern Community Bank, Atlantic, an affiliate bank in Volusia County
Florida, which had an average monthly balance during 2001 of approximately
$20,043.

                                        14
<PAGE>

CREDIT SUISSE FIRST BOSTON CORPORATION

     Mr. Hixon, one of our directors, is a managing director of CSFBC, an
investment banking firm which periodically performs fee-based services for us.
CSFBC and its affiliates have provided extensive investment banking and advisory
services to us in connection with certain of our debt facilities and public
offerings of securities for fees in the amount of $1,118,067 were paid to CSFBC.
During 2001, CSFBC acted as intermediary in a series of financing transactions
secured by an equity investment held by Budget for which approximately $730,000
in fees were paid to CSFBC and acted as the financial advisor to Budget in
connection with the structuring of a leveraged lease financing facility for
which approximately $400,000 in fees were paid to CSFB.

MCDONALD INVESTMENTS, INC.

     Mr. Gregor, one of our directors, is a managing director of McDonald, an
investment banking firm which periodically performs services for Budget for
which it receives customary compensation. McDonald has been appointed as
consultant to the Budget Group Inc. SavingsPlus Plan and Budget Rent a Car
Corporation Employees' Pension Plan and is responsible for establishing,
implementing and supervising Investment Policies and other related services.
McDonald is entitled to receive customary fees annually, which is charged to the
plans proportionately based on the amount of services provided.

     In addition, during 2001 McDonald acted as the securities broker in the
Company's sales of Homestore.com common stock. Brokerage commissions in the
amount of $48,300 were paid by the Company to McDonald in connection with those
sales.

SALE OF BUSINESSES

     On September 30, 2000, the Company sold VPSI to a group of investors for
approximately $26,200,000. Mr. Congdon, a director of Budget, is the Chairman of
VPSI and owns a 40% interest in VPSI. In October 2001, the Company agreed to
split an existing $9,800,000 note receivable due from the purchaser of VPSI into
separate $4,800,000 and $5,000,000 notes. The note originally had payments due
through September 2005. The Company accepted $3,500,000 in cash as full payment
on the $4,800,000 note in September 2001 and agreed to accept a similar
discounted amount in the event the purchaser repaid the remaining note on or
before December 31, 2003.

     On May 31, 2001, Budget sold its Wilmington, North Carolina car and truck
rental business to Coastal Car Rental, LLC, whose sole member is VPSI Inc., for
$100,000 and the assumption of a lease. VPSI also paid us $31,000 for
non-vehicle assets and assumed fleet debt which was approximately equal to the
value of the fleet of vehicles transferred to VPSI.

DIRECTOR RETIREMENT BENEFIT

     Mr. Belzberg, a former Chief Executive Officer and Chairman of the Board of
BRACC, receives a monthly retirement payment in the amount of $69,313 under
Budget's defined benefit pension plan and supplement plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Mr. Gregor, a director who served on Budget's Compensation Committee in
2001, is a managing director of McDonald Investments, Inc. ("McDonald"), an
investment banking firm which periodically performs services for Budget for
which it receives compensation. McDonald has been appointed as consultant to the
Budget Group, Inc. SavingsPlus Plan and the Budget Rent a Car Corporation
Employees' Pension Plan and is responsible for establishing, implementing and
supervising Investment Policies and other related services. McDonald is entitled
to receive cash compensation of $290,000 annually, which is charged to the plans
proportionately based on the amount of services provided.

                                        15
<PAGE>

                                   SIGNATURES

     Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 30th day of
April, 2002.

                                          BUDGET GROUP, INC.
                                          (Registrant)

                                          By:      /s/ SANFORD MILLER
                                            ------------------------------------
                                                       Sanford Miller
                                              Chairman of the Board and Chief
                                                     Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated on April 30, 2002.

<Table>
<Caption>
                 SIGNATURE                                            TITLE
                 ---------                                            -----
<C>                                                <S>

             /s/ SANFORD MILLER                    Chairman of the Board, Chief Executive
--------------------------------------------         Officer and Director
               Sanford Miller

            /s/ WILLIAM JOHNSON                    Chief Financial Officer (Principal Financial
--------------------------------------------         Officer)
              William Johnson

             /s/ THOMAS L. KRAM                    Vice President, Controller (Principal
--------------------------------------------         Accounting Officer)
               Thomas L. Kram

           /s/ RONALD D. AGRONIN                   Director
--------------------------------------------
             Ronald D. Agronin

            /s/ MORRIS BELZBERG                    Director
--------------------------------------------
              Morris Belzberg

           /s/ JEFFREY D. CONGDON                  Director
--------------------------------------------
             Jeffrey D. Congdon

          /s/ F. PERKINS HIXON, JR                 Director
--------------------------------------------
           F. Perkins Hixon, Jr.

             /s/ MARK R. SOTIR                     Director
--------------------------------------------
               Mark R. Sotir

            /s/ JOHN P. KENNEDY                    Director
--------------------------------------------
              John P. Kennedy

          /s/ DR. STEPHEN L. WEBER                 Director
--------------------------------------------
            Dr. Stephen L. Weber

            /s/ MARTIN P. GREGOR                   Director
--------------------------------------------
              Martin P. Gregor
</Table>