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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ________________
COMMISSION FILE NUMBER 1-13647
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-1356520
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5330 EAST 31ST STREET, TULSA, OKLAHOMA 74135
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (918) 660-7700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<S> <C>
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
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COMMON STOCK, $.01 PAR VALUE NEW YORK STOCK EXCHANGE
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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
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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 VOTING AND NON-VOTING COMMON EQUITY
HELD BY NON-AFFILIATES OF THE REGISTRANT AS OF MARCH 6, 1998 WAS $446,569,988.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS
OF MARCH 6, 1998 WAS 24,127,980.
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The registrant hereby amends and restates in its entirety, Item 12 of
Part III of its Annual Report on Form 10-K for the year ended December 31,
1997 to add The Capital Group Companies, Inc. as a person known to the Company
to own beneficially more than 5% of the outstanding shares of the Common Stock
of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 6,
1998, with respect to the number of shares of Common Stock owned by each person
known by the Company to own beneficially more than 5% of the outstanding shares
of the Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
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<S> <C> <C>
Putnam Investments, Inc. (2) 2,615,450 10.8%
One Post Office Square
Boston, Massachusetts 02109
The Capital Group Companies, Inc. (3) 1,560,000 6.5%
333 South Hope Street
Los Angeles, California 90071
</TABLE>
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(1) Based upon 24,127,980 shares of Common Stock outstanding.
(2) Putnam Investments, Inc. ("PI") owns Putnam Investment Management,
Inc. and The Putnam Advisory Company, Inc. which own 2,161,100 and
454,350 shares of Common Stock, respectively. In its Schedule 13G
dated February 6, 1998, PI has disclaimed voting or disposition power
over the 2,615,450 shares.
(3) The Capital Group Companies, Inc. ("Capital Group") owns Capital
Guardian Trust Company which owns 1,560,000 shares of Common Stock.
In its Schedule 13G dated February 11, 1998, Capital Group has
disclaimed investment or voting power over the 1,560,000 shares.
The following table sets forth certain information as of March 6,
1998, with respect to the number of shares of Common Stock owned by (i) each
director of the Company (with the exception of Thomas P. Capo who owns no
common stock), (ii) each named executive officer of the Company, and (iii) all
directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP PERCENT OF CLASS (1)
- -------------------- ------------------------ -------------------
<S> <C> <C>
Joseph E. Cappy 75,100(2) Less than 1%
5330 East 31st Street
Tulsa, Oklahoma 74135
Donald M. Himelfarb 2,500 Less than 1%
5330 East 31st Street
Tulsa, Oklahoma 74135
Gary L. Paxton 7,500 Less than 1%
5330 East 31st Street
Tulsa, Oklahoma 74135
</TABLE>
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<TABLE>
<S> <C> <C>
Steven B. Hildebrand 2,000 Less than 1%
5330 East 31st Street
Tulsa, Oklahoma 74135
Edward J. Hogan 5,975 Less than 1%
2404 Townsgate Road
Westlake Village, California 91361
Edward C. Lumley 1,975 Less than 1%
1 First Canadian Place, 4th Floor
Post Office Box 150
Toronto, Ontario, Canada M5X1H3
John C. Pope 3,975 Less than 1%
810 South Ridge Road
Lake Forest, Illinois 60045
John P. Tierney 3,975 Less than 1%
3688 Quail Hollow
Bloomfield Hills, Michigan 48302
Edward L. Wax 1,975 Less than 1%
375 Hudson Street
New York, New York 10014-3620
All executive officers and directors 104,975 Less than 1%
as a group
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</TABLE>
(1) Based on 24,127,980 shares of Common Stock outstanding.
(2) Consists of (i) 50,100 shares owned of record by Mr. Cappy, and (ii)
25,000 shares beneficially owned by Mr. Cappy's wife.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report
to be signed on its behalf by the undersigned, thereunto duly authorized.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
Dated: March 31, 1998 By: /s/ STEVEN B. HILDEBRAND
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Name: Steven B. Hildebrand
Title: Vice President, Principal
Financial Officer and Principal
Accounting Officer
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