As filed with the Securities and Exchange Commission on March 23, 2000
Registration No. 333-____________
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT PLAN
(Full title of the plan)
--------------------
Copies to:
Steven B. Hildebrand Stephen W. Ray, Esq.
Vice President and Chief Financial Officer Hall, Estill, Hardwick, Gable,
5330 East 31st Street Golden & Nelson, P.C.
Tulsa, Oklahoma 74135 320 South Boston, Suite 400
(918) 669-2288 Tulsa, Oklahoma 74103
(Name, address and telephone (918) 594-0415
number of agent for service)
AN INDETERMINATE AMOUNT OF PLAN INTERESTS ARE BEING REGISTERED PURSUANT TO RULE
416(C) AND THERE IS NO REGISTRATION OR FILING FEE.
- --------------------------------------------------------------------------------
-1-
<PAGE>
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information required by this item will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "SECURITIES ACT"). Such documents are not required to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement, any of the other
documents required to be delivered to participants of the Dollar Thrifty
Automotive Group, Inc. Retirement Plan, as amended (the "PLAN"), pursuant to
Rule 428(b), and any additional information about the Plan and its
administrators are available without charge by contacting:
Brian K. Franklin, Director of Executive Compensation
Dollar Thrifty Automotive Group, Inc.
5330 East 31st Street
Tulsa, Oklahoma 74135
(918) 669-3916
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document previously filed with the SEC by Dollar Thrifty
Automotive Group, Inc. (the "COMPANY") (Commission File Number 1-13647) for
purposes of the information reporting requirements of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), is incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K or the fiscal year ended
December 31, 1999.
All documents filed by the registrant pursuant to Sections 13(a), 13(c),
14 and Section 15(d) of the Exchange Act subsequent to the date of this
Registration Statement (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference will be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated herein by reference
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
The Plan interests being registered need not be described pursuant to
this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
(the "DELAWARE LAW") empowers a Delaware corporation to indemnify any person who
was or is a party, or is threatened to be made a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided that
such officer or director acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify officers, directors,
employees and agents against expenses (including attorneys' fees) in connection
with the defense or settlement of an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if such person is adjudged to be liable to
the corporation. Where an officer, director, employee or agent is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer or
director actually and reasonably incurred.
The Certificate of Incorporation of the Company provides for
indemnification of the officers and directors of the Company to the full extent
permitted by applicable law.
In accordance with Delaware Law, the Certificate of Incorporation of the
Company provides that no directors shall be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock purchases or redemptions, or (iv)
for any transaction from which a director derived an improper personal benefit.
The effect of this provision is to eliminate the rights of the Company and its
stockholders to recover monetary damages against a director for breach of
fiduciary duty as a director including any such breaches resulting from gross
negligence.
Pursuant to the underwriting agreements filed as exhibits to the
Company's registration statement relating to underwritten offerings of
securities, the underwriters parties thereto have agreed to indemnify each
officer and director of the Company and each person, if any, who controls the
Company within the meaning of the Securities Act, against certain liabilities,
including liabilities under the Securities Act.
The directors and officers of the Company are covered by directors'
and officers' insurance policies.
-3-
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Certificate of Incorporation of the Company, filed as the same
numbered exhibit with the Company's Registration Statement on
Form S-1, as amended, Registration No. 333-39661, which became
effective December 16, 1997*
10.5 Dollar Thrifty Automotive Group, Inc. Retirement Plan, dated as
of December 5,1998, by and among the Company, Thrifty Rent-A-Car
System, Inc., Dollar Rent A Car Systems, Inc. and Bank of
Oklahoma, N.A., filed as the same numbered exhibit with the
Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1998, filed March 19, 1999*
10.17 First Amendment to Retirement Plan dated as of September 23,
1999**
10.18 Second Amendment to Retirement Plan dated as of January 14,
2000**
23.9 Consent of Deloitte & Touche LLP**
* Incorporated by reference
** Filed herewith
The use of original issuance securities is not contemplated. If original
issuance securities are hereafter offered and sold, an opinion of counsel will
be filed by amendment.
ITEM 9. UNDERTAKINGS
RULE 415 OFFERINGS
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
-4-
<PAGE>
(b) reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a twenty percent (20%) change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(c) include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a) and (b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on March 23, 2000.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By: /s/ JOSEPH E. CAPPY
----------------------
Name: Joseph E. Cappy
Title: President and Principal Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, Dollar
Thrifty Automotive Group, Inc., as Plan Administrator of the Dollar Thrifty
Automotive Group, Inc. Retirement Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tulsa, State of Oklahoma, on March 23, 2000.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT PLAN
By: Dollar Thrifty Automotive Group, Inc.
By: /s/ STEVEN B. HILDEBRAND
---------------------------
Name: Steven B. Hildebrand
Title: Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S> <C> <C>
/s/ JOSEPH E. CAPPY Chairman of the Board March 23, 2000
- ---------------------------- Chief Executive Officer
Joseph E. Cappy President and Director
/s/ STEVEN B. HILDEBRAND Vice President March 23, 2000
- -------------------------- Principal Financial Officer
Steven B. Hildebrand Principal Accounting Officer
/s/ DONALD M. HIMELFARB Executive Vice President and Director March 23, 2000
- ------------------------- President of Thrifty, Inc.
Donald M. Himelfarb
/s/ GARY L. PAXTON Executive Vice President and Director March 23, 2000
- --------------------------- President of Dollar Rent A Car Systems, Inc.
Gary L. Paxton
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
NAME Title Date
- ---- ----- ----
<S> <C> <C>
/s/ THOMAS P. CAPO Director March 23, 2000
- --------------------------
Thomas P. Capo
/s/ EDWARD J. HOGAN Director March 23, 2000
- -------------------------
Edward J. Hogan
/s/ EDWARD C. LUMLEY Director March 23, 2000
- -------------------------
Edward C. Lumley
/s/ JOHN C. POPE Director March 23, 2000
- ----------------------------
John C. Pope
/s/ JOHN P. TIERNEY Director March 23, 2000
- ---------------------------
John P. Tierney
/s/ EDWARD L. WAX Director March 23, 2000
- -------------------------
Edward L. Wax
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. DESCRIPTION
----------- -----------
10.17 First Amendment to Retirement Plan dated as of September 23,
1999
10.18 Second Amendment to Retirement Plan dated as of January 14,
2000
23.9 Consent of Deloitte & Touche LLP
-8-
EXHIBIT 10.17
-------------
FIRST AMENDMENT TO RETIREMENT PLAN
----------------------------------
The Retirement Plan adopted by Dollar Thrifty Automotive Group, Inc. on
December 5, 1998 (the "PLAN") is hereby amended as of September 23, 1999 as
follows:
1. The "INTRODUCTION" to the Plan is hereby amended by adding the following
new paragraph at the end:
"The Plan is intended to be exempt under ERISA Section 401(a)(1)."
2. Section 7.1(d) of the Plan is hereby amended by deleting the first
sentence.
-1-
EXHIBIT 10.18
-------------
SECOND AMENDMENT TO RETIREMENT PLAN
-----------------------------------
The Retirement Plan adopted by Dollar Thrifty Automotive Group, Inc.
("DTAG") on December 5, 1998, as amended by first Amendment to Retirement Plan
adopted by DTAG on September 23, 1999 ("PLAN") is hereby amended as of January
14, 2000 as follows:
1. Section 1.24 of the Plan is hereby deleted in its entirety and replaced
with the following:
"1.24 "Year of Service" means the performance of twelve (12)
consecutive months of full-time service. Years of Service with
predecessor(s) of the Employer shall count for calculating Years of
Service."
2. Section 6.4(b) of the Plan is hereby amended by deleting the references
to "20 years" in the first and second lines of such Section and replacing them
with "10 years".
3. All references in the Plan to the term "Change of Control" shall be
deleted in their entirety and replaced with "Change in Control".
4. The Plan is hereby amended by deleting the Investment Recommendation
Form for Participants currently used in its entirety and replacing it with
the Investment Recommendation Form attached hereto as ATTACHMENT 1. Investment
recommendations made by Participants prior to the date this Amendment is adopted
by DTAG shall remain in effect until changed by the Participant.
-1-
<PAGE>
ATTACHMENT 1
------------
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT PLAN
INVESTMENT RECOMMENDATION FORM
------------------------------
TO: PLAN ADMINISTRATOR AND TRUSTEE
Pursuant to Section 5.2 of the Retirement Plan, I hereby recommend
that my Account be invested as follows, and I understand that I may make further
recommendations as of March 31, June 30, October 31, and December 31 of each
calendar year.
PERCENTAGE
ALLOCATION
*SEI PRIME OBLIGATION %
----------
*SEI BOND INDEX %
-----------
*SEI S&P 500 INDEX %
-----------
*TEMPLETON FOREIGN %
-----------
*FIDELITY ADVISOR BALANCED %
-----------
*NEUBERGER & BERMAN GENESIS
TRUST %
-----------
*DOLLAR THRIFTY AUTOMOTIVE
GROUP, INC. COMMON STOCK (NOT
ANTICIPATED AVAILABLE UNTIL
MARCH 1, 2000) %
-----------
100 %TOTAL
-----------
- ----------------------------------- -------------------------------
Participant Name Company Name
- -----------------------------------
Date:
-2-
EXHIBIT 23.9
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dollar Thrifty Automotive Group, Inc. on Form S-8 of our report dated February
2, 2000, except for Note 17 as to which the date is March 2, 2000, appearing in
the Annual Report on Form 10-K of Dollar Thrifty Automotive Group, Inc. for the
year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
March 23, 2000
