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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from ___________ to ________________
Commission file number 1-13647
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
5330 East 31st Street
Tulsa, Oklahoma 74135
(Full Title and the Address of the Plan)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135
(Name of Issuer of Securities held Pursuant to the Plan
and the Address of its Principal Executive Office)
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REQUIRED INFORMATION
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The following financial statements for the Dollar Thrifty Automotive
Group, Inc. Retirement Savings Plan (the "Plan") are included herein:
1. An audited statement of net assets available for benefits as of the end
of each of the fiscal years ended December 31, 1999 and 1998.
2. An audited statement of changes in net assets available for benefits
for the fiscal years ended December 31, 1999, 1998 and 1997.
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997:
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7 - 10
SUPPLEMENTARY SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1999:
Schedule G - Schedule of Nonexempt Transactions 11
Schedule H Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year 12
Schedule H Line 4j - Schedule of Reportable Transactions 13
SIGNATURES 14
INDEX TO EXHIBITS 15
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INDEPENDENT AUDITORS' REPORT
To Dollar Thrifty Automotive Group, Inc.
Retirement Savings Plan
Tulsa, Oklahoma:
We have audited the accompanying statements of net assets available for benefits
of the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the
"Plan") as of December 31, 1999 and 1998, and the related statements of changes
in net assets available for benefits for the years ended December 31, 1999, 1998
and 1997. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years ended December 31, 1999, 1998 and 1997 in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1999 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
June 22, 2000, except for the last paragraph
of Note 3 and Schedule G as to which the
date is July 11, 2000
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<PAGE>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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ASSETS 1999 1998
INVESTMENTS, at fair value $ 34,805,113 $ 26,854,599
RECEIVABLES:
Contributions receivable - employers 26,299 7,159
Contributions receivable - participants 81,099 16,441
Accrued investment income 21,798 16,382
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Total receivables 129,196 39,982
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 34,934,309 $ 26,894,581
============ ============
See notes to financial statements.
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
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1999 1998 1997
ADDITIONS TO NET ASSETS:
Contributions:
Participants $ 4,617,030 $ 4,074,098 $ 3,297,054
Employers 1,397,349 1,150,353 913,923
Rollovers 535,322 355,852 438,383
----------- ----------- -----------
6,549,701 5,580,303 4,649,360
Investment income:
Net appreciation in fair
value of investments 3,793,322 1,448,709 978,555
Interest and dividends 627,186 2,513,109 1,984,815
---------- ---------- -----------
4,420,508 3,961,818 2,963,370
---------- ---------- -----------
Total additions 10,970,209 9,542,121 7,612,730
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 2,861,190 1,947,315 1,494,658
Administrative expenses 69,291 20,200 13,030
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Total deductions 2,930,481 1,967,515 1,507,688
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NET INCREASE 8,039,728 7,574,606 6,105,042
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of year 26,894,581 19,319,975 13,214,933
----------- ----------- -----------
End of year $34,934,309 $26,894,581 $19,319,975
=========== =========== ===========
See notes to financial statements.
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<PAGE>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
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1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan ("the
Plan"), formerly Pentastar Services, Inc. Retirement Savings Plan is a
defined contribution plan established for the benefit of eligible
employees of Dollar Thrifty Automotive Group, Inc., Thrifty, Inc. and
subsidiaries, and Dollar Rent A Car Systems, Inc. and subsidiaries,
(collectively, the "Companies" or the "Employers"). All full-time
employees of the Companies who have one year of service and have attained
the age of 21 or older are eligible to participate. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA"), as amended.
The following description of the Plan is provided for general information
purposes only. Participants should refer to the Plan's Summary Plan
Description or the Plan Agreement for a more complete description of the
Plan's provisions. The terms used herein are as defined in the Plan
document.
BASIS OF PRESENTATION - The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America.
BancOklahoma Trust Company ("BancOklahoma" or the "Trustee") holds and
manages the assets of the Plan, maintains participant account records and
makes distributions to Plan participants.
PARTICIPANT CONTRIBUTIONS - Participants may make elective contributions,
through payroll deductions, from 1% to 15% of their annual compensation,
as defined in the plan document. Participants may direct the investment of
all contributions in one or more investment funds.
EMPLOYERS CONTRIBUTIONS - For each Plan year, the Employers contribute to
the Plan matching contributions determined by the Employers at their
discretion. The matching contributions can not exceed 5% of the
participant's eligible compensation. During 1999, the employers approved
the following changes to the matching contribution: in 2000, the matching
contribution can not exceed 6% of the participant's eligible compensation,
in 2001, the matching contribution can not exceed 6% of the participant's
eligible compensation with one-third of the match being company stock and
in 2002, the matching contribution can not exceed 6% of the participant's
eligible compensation with one-half of the match being company stock.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contribution, the Employers' matching contribution and an
allocation of the Plan's earnings based on units of participation, as
defined in the plan documents. The benefit to which a participant is
entitled is the vested portion of the amount credited to the participant's
account.
VESTING - Participants are fully vested in their voluntary contributions
plus actual earnings thereon. Vesting in the Employers' contributions to
their accounts and earnings thereon is at a rate of 20% for each completed
year of service. However, upon retirement, death or disability,
participants become fully vested in their accounts.
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WITHDRAWALS, LOANS AND BENEFIT PAYMENTS - Participants may withdraw
amounts from the vested portion of their accounts for purposes that
qualify as hardships under Section 401(k) of the Internal Revenue Code.
Hardship withdrawals may not exceed the actual expense incurred or to be
incurred by the participant on account of such hardship.
Participants may obtain loans for a minimum of $1,000 from their accounts,
subject to limitations as defined in the Plan document. Participant loans
are evidenced by promissory notes, bear interest and are accounted for as
investments by the Plan. Security for repayment of such loans consists of
the vested portion of the participant's account.
Upon termination of service, participants are entitled to receive either a
lump-sum amount or installment payments equal to the value of the vested
portion of the participant's account. Terminated participants, with vested
account balances in excess of $5,000, may also elect to maintain their
vested account balances within the Plan (no additional contributions are
permitted) until retirement age is reached.
FORFEITURES - Participants terminating employment prior to full vesting
forfeit the nonvested portion of the Employers' matching contributions.
Such forfeitures are applied to reduce subsequent contributions from the
Employers or to reduce the Plan's administrative expenses. At December 31,
1999 and 1998, $133,995 and $153,252, respectively, of net assets
available for benefits represented unallocated forfeitures. Such amounts
are invested in the American Performance Cash Management Fund.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investments are
stated at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares held
by the Plan at year-end. Participant notes receivable are stated at
estimated recoverable amounts.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
INVESTMENT OPTIONS - The following description of the Plan's investment
options is for general purposes only. Participants should refer to the
information provided by BancOklahoma for a more complete description of
the Plan's investment options and their respective underlying investment
vehicles and investment objectives. Participants can invest their
contributions, Employers' matching contributions and rollovers in whole
percentages in the following:
o DREYFUS APPRECIATION FUND which invests in common stocks of U.S. and
foreign companies. This investment option became available to Plan
participants during February 1999.
o INVESCO BALANCED FUND which invests in common stocks and investment
grade fixed-income securities. This investment option became
available to Plan participants during February 1999.
o SEI PRIME OBLIGATION CASH FUND which invests in short term money
market instruments.
o SEI BALANCED FUND which invests in money market funds, bonds and
stocks. The fund is invested in the SEI Balanced Investment mutual
fund managed by Sun Bank Capital Management of Florida. This fund was
an investment option through February 1999.
o SEI BOND INDEX FUND which invests in debt obligations issued or
guaranteed by the U. S. government, foreign sovereign governments,
municipalities or international agencies and investment-grade debt
obligations issued by U.S. corporations.
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o SEI CAPITAL APPRECIATION FUND which invests in common stocks
considered undervalued, fixed income securities and other types of
equity securities. The fund utilizes the SEI Capital Appreciation
Equity Fund managed by Sun Bank Capital Management of Florida. This
fund was an investment option through February 1999.
o SEI S&P 500 INDEX PORTFOLIO which invests in common stocks which
comprise the S&P 500 index.
o T. ROWE PRICE NEW HORIZONS FUND which invests in common stocks
of small emerging growth companies.
o TEMPLETON FOREIGN FUND which invests in stocks and debt securities of
companies and governments outside of the U.S.
o COMPANY STOCK FUND which invests in the common stock of Dollar
Thrifty Automotive Group, Inc. This investment option became
available to Plan participants on September 1, 1999.
PLAN ADMINISTRATION COSTS - Substantially all costs of Plan administration
have been borne by the Companies, with the exception of $69,291, $20,200
and $13,030 in administrative expenses paid by the Plan from unallocated
forfeitures in 1999, 1998 and 1997, respectively.
BY FUND INFORMATION - The Plan has adopted Statement of Position 99-3,
ACCOUNTING AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS
AND OTHER DISCLOSURE MATTERS, which changes the required disclosures for
plans with participant-directed investment programs. As a result, the
by-fund disclosures of participant-directed investment programs are not
presented.
MANAGEMENT ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires the Plan administrator to make estimates and
assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results may differ from those estimates.
RECLASSIFICATIONS - Certain reclassifications have been made in the 1998
and 1997 financial statements to conform to the classifications used in
1999.
2. INVESTMENTS
The following table presents investments that represent five percent or
more of the Plan's net assets:
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
------------------------------- -------------------------------
Units, Shares Units, Shares
or Principal Fair or Principal Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
SEI S&P 500 Index Portfolio 254,249 $ 11,568,347 212,378 $ 8,163,813
Dreyfus Appreciation Fund 160,092 7,320,988 - -
INVESCO Balanced Fund 270,194 4,809,460 - -
SEI Prime Obligation Cash Fund 3,387,131 3,387,131 2,867,877 2,867,877
T. Rowe Price New Horizons Fund 121,755 3,351,907 103,131 2,407,078
Participant loans $ 1,861,959 1,861,959 $ 1,548,826 1,548,826
SEI Capital Appreciation Fund - - 472,289 6,290,894
SEI Balanced Fund - - 283,048 3,620,186
</TABLE>
The fair value of investments is based on year-end closing prices and, as
a result of current market conditions such values may have changed.
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During the years ended December 31, 1999, 1998 and 1997, the Plan's
investments (including investments bought, sold, and held during the year)
appreciated in fair value as determined by market quote as follows:
<TABLE>
<CAPTION>
December 31,
---------------------------------------
1999 1998 1997
<S> <C> <C> <C>
Registered investment companies $ 3,766,055 $ 1,448,709 $ 978,555
Common stock 27,267 - -
----------- ----------- ---------
Net appreciation in fair value of investments $ 3,793,322 $ 1,448,709 $ 978,555
=========== =========== =========
</TABLE>
3. TAX STATUS
The Plan obtained its latest determination letter on January 3, 1995, in
which the Internal Revenue Service ("IRS") stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
As such, they believe the Plan is qualified and the related trust is tax
exempt; therefore, no provision for income taxes has been included in the
Plan's financial statements.
During 1999, a nonexempt prohibited transaction occurred which involved
the submission of employee contributions to the Plan more than 15 business
days following the end of the month in which the amounts were withheld
from compensation. The necessary corrective actions were taken, including
filing of the appropriate forms with the IRS in July 2000, and this
transaction did not affect the tax-exempt status of the Plan. The
nonexempt prohibited transaction is included in supplemental Schedule G -
Schedule of Nonexempt Transactions.
4. PLAN TERMINATION
Although they have not expressed any intent to do so, the Employers have
the right under the Plan Agreement to discontinue their contributions at
any time and terminate the Plan subject to provisions of the Plan and
ERISA. In the event of Plan termination, Plan funds would be used solely
for the benefit of the participants and their beneficiaries, as prescribed
by law.
******
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<TABLE>
<CAPTION>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE G - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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(c)
(b) Description to transactions (g)
Relationship including maturity date, Expenses (i) (j)
(a) to plan, employer, rate of interest, (d) (e) (f) incurred in (h) Current Net gain or
Identity of or other party- collateral, par or Purchase Selling Lease connection with Cost of value of (loss)on each
party involved in-interest maturity value price price rental transaction asset asset transaction
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dollar Thrifty Plan Sponsor/ Participant contributions
Automotive Plan ($79,183) not deposited
Group, Inc. Administrator on a timely basis N/A N/A N/A N/A N/A N/A N/A
</TABLE>
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<TABLE>
<CAPTION>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE H LINE 4i
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
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(c)
(b) Description of Investment Including (e)
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Collateral, (d) Current
(a) Lessor or Similar Party Par or Maturity Value Cost Value
<S> <C> <C> <C>
* Bank of Oklahoma, N.A. American Performance Cash Management Fund,
133,995 units $ 133,995 $ 133,995
Dreyfus Dreyfus Appreciation Fund, 160,092 units 6,867,798 7,320,988
INVESCO Capital Management, Inc. INVESCO Balanced Fund, 270,194 units 4,401,475 4,809,460
SEI Corporation SEI Prime Obligation Cash Fund, 3,387,131 units 3,387,131 3,387,131
SEI Corporation SEI Bond Index Fund, 118,120 units 1,228,383 1,183,564
SEI Corporation SEI S&P 500 Index Portfolio, 254,249 units 7,706,637 11,568,347
T. Rowe Price Investment Services, Inc. T. Rowe Price New Horizons Fund, 121,755 units 2,813,651 3,351,907
Templeton Mutual Funds Templeton Foreign Fund, 98,137 units 972,834 1,101,099
* Dollar Thrifty Automotive Group, Inc. Dollar Thrifty Automotive Group, Inc. Stock,
3,620 shares 83,263 86,663
---------- ----------
27,595,167 32,943,154
* Plan participants Participant loans (1) 1,861,959 1,861,959
---------- ----------
Total investments $29,457,126 $34,805,113
=========== ===========
* Issuer is a party-in-interest to the Plan.
(1) Individual participant loan balances are not separately disclosed because
of the confidential nature of the loans and because participants are
borrowing funds from their own vested accounts. Interest rates on the
participant loans at December 31, 1999 range from 6.5% to 9.0% with
maturities through October 2014.
</TABLE>
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<TABLE>
<CAPTION>
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE H LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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(c) (d) (g) (i)
Purchase Selling Cost Net Gain
Price Price of Asset or (Loss)
<S> <C> <C> <C> <C>
(a) IDENTITIES OF PARTIES INVOLVED -
SEI Corporation
Dreyfus
INVESCO Capital Management, Inc.
(b) DESCRIPTION OF ASSETS:
Single Transactions Involving
an amount in excess of 5% of the
current value of plan net assets
at the beginning of the year
------------------------------------
SEI Capital Appreciation Fund
Sale $ - $ 6,481,195 $ 7,114,514 $ (633,319)
SEI Balanced Fund
Sale - 3,706,055 3,792,172 (86,117)
Dreyfus Appreciation Fund
Purchase 6,481,195 - 6,481,195 -
INVESCO Balanced Fund
Purchase 3,706,055 - 3,706,055 -
</TABLE>
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
Dollar Thrifty Automotive Group, Inc., as Plan Administrator of the Dollar
Thrifty Automotive Group, Inc. Retirement Savings Plan, has duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
By: Dollar Thrifty Automotive Group, Inc.
Date: October 13, 2000 By: /S/ STEVEN B. HILDEBRAND
---------------------------------
Name: Steven B. Hildebrand
Title: Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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23.9 Consent of Deloitte & Touche LLP regarding Registration Statement
on Form S-8, Registration No. 333-89189
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