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. DEFERRED COMPENSATION 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.
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<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. Deferred Compensation 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 for 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.
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<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.
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<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*
10.8 Pentastar Transportation Group, Inc. Deferred Compensation
Plan, 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*
10.14 Amendment to Deferred Compensation Plan dated as of September
29, 1998**
10.15 Second Amendment to Deferred Compensation Plan dated as of
September 23, 1999**
10.16 Third Amendment to Deferred Compensation Plan dated as of
January 14, 2000**
23.8 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;
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<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.
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<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. Deferred Compensation 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.
DEFERRED COMPENSATION 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>
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<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>
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<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
----------- -----------
10.14 Amendment to Deferred Compensation Plan dated as of September
29, 1998
10.15 Second Amendment to Deferred Compensation Plan dated as of
September 23, 1999
10.16 Third Amendment to Deferred Compensation Plan dated as of
January 14, 2000
23.8 Consent of Deloitte & Touche LLP
-8-
EXHIBIT 10.14
-------------
AMENDMENT TO DEFERRED COMPENSATION PLAN
---------------------------------------
The Deferred Compensation Plan adopted by Pentastar Services, Inc.,
predecessor to Dollar Thrifty Automotive Group, Inc. on December 28, 1994 (the
"PLAN") is hereby amended as of September 29, 1998 as follows:
1. Section 1.6 of the Plan is hereby deleted in its entirety and replaced
with the following:
"1.6 "Change in Control" means:
(a) The Employer is merged, consolidated or reorganized into or with
another corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority of the
combined voting power of the then-outstanding securities entitled to
vote generally in the election of directors ("Voting Stock") of such
corporation or person immediately after such transaction is held in
the aggregate by the holders of Voting Stock of the Employer
immediately prior to such transaction;
(b) The Employer sells or otherwise transfers all or substantially
all of its assets to another corporation or other legal person, and as
a result of such sale or transfer less than a majority of the combined
voting power of the then-outstanding Voting Stock of such corporation
or person immediately after such sale or transfer is held in the
aggregate by the holders of Voting Stock of the Employer immediately
prior to such sale or transfer;
(c) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
"Person") of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of the combined
voting power of the Voting Stock then outstanding after giving effect
to such acquisition;
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<PAGE>
(d) The Employer files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Employer
has occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(e) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming
a Director subsequent to the date hereof whose election or nomination
for election by the Employer's shareholders, was approved by a vote of
at least two-thirds of the Directors then comprising the Incumbent
Board (either by a specific vote or by approval of the proxy statement
of the Employer in which such person is named as a nominee for
Director, without objection to such nomination) shall be deemed to be
or have been a member of the Incumbent Board.
Notwithstanding the foregoing provisions of Section 1.6(c) or (d),
unless otherwise determined in a specific case by majority vote of the
Board, a "Change in Control" shall not be deemed to have occurred for
purposes of Section 1.6(c) or (d) solely because (A) the Employer, (B)
a Subsidiary, or (C) any Employer-sponsored employee stock ownership
plan or any other employee benefit plan of the Employer or any
Subsidiary either files or becomes obligated to file a report or a
proxy statement under or in response to Schedule 13D, Schedule 14D-1,
Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) under the Exchange Act disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 35% or
otherwise, or because the Employer reports that a change in control of
the Employer has occurred or will occur in the future by reason of
such beneficial ownership."
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<PAGE>
2. The following Sections shall be added to Article 1 of the Plan:
"1.27 "Board" or "Board of Directors" shall mean the Board of
Directors of the Employer.
1.28 "Director" shall mean any member of the Board.
1.29 "Exchange Act" shall mean the Securities Exchange Act of 1934 as
it may be amended from time to time.
1.30 "Subsidiary" or "Subsidiaries" shall mean a corporation, company
or other entity (i) more than 50% of whose outstanding shares or
securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does not
have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more
than 50% of whose ownership interest representing the right generally
to make decisions for such other entity is, now or hereafter, owned or
controlled, directly or indirectly, by the Employer."
3. All references in the Plan to the term "Change of Control" shall be
deleted in their entirety and replaced with "Change in Control."
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EXHIBIT 10.15
-------------
SECOND AMENDMENT TO DEFERRED COMPENSATION PLAN
----------------------------------------------
The Deferred Compensation Plan adopted by Pentastar Services, Inc.,
predecessor to Dollar Thrifty Automotive Group, Inc. ("DTAG"), on December 28,
1994, as amended by Amendment to Deferred Compensation Plan adopted by DTAG on
September 29, 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 of the Plan is hereby amended by deleting the first
sentence of the fourth paragraph in its entirety.
-1-
EXHIBIT 10.16
-------------
THIRD AMENDMENT TO DEFERRED COMPENSATION PLAN
---------------------------------------------
The Deferred Compensation Plan adopted by Pentastar Services, Inc.,
predecessor to Dollar Thrifty Automotive Group, Inc. ("DTAG"), on December 28,
1994, as amended by Amendment to Deferred Compensation Plan adopted by DTAG on
September 29, 1998 and Second Amendment to Deferred Compensation Plan adopted by
DTAG on September 23, 1999 ("PLAN") is hereby amended as of January 14, 2000 as
follows:
1. Section 1.23 of the Plan is hereby deleted in its entirety and replaced
with the following:
"1.23 "Total and Permanent Disability" means permanent and total
disability within the meaning of Section 22(c)(3) of the Code."
2. The following Sections shall be added to Article 1 of the Plan:
"1.31 "Investment Recommendation Form" means the form used by the
Administrator for the Participant to recommend investments in his
Account to the Trustee.
1.32 "Performance Share Election Form" means the performance share
election form as approved and used by the Administrator."
3. Section 3.1 of the Plan is hereby amended by adding the following
paragraph at the end of such Section:
"Each Participant who is awarded performance shares by the Employer
pursuant to Performance Share Stock Award Agreements shall have the
right to elect to defer such performance shares and have such
performance shares deposited into the Participant's Account. The
Participant may make such election pursuant to the Performance Share
Election Form."
4. Section 4.2 of the Plan is hereby deleted in its entirety and replaced
with the following:
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<PAGE>
"4.2 The assets of the Trust shall be invested in such investments as
the Trustee shall determine under the Trust Agreement. The Trustee may
receive investment recommendations from the Participant as provided in
an Investment Recommendation Form."
5. The Plan is hereby amended by deleting the Mutual Fund Investment
Preference 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.
6. The Plan is hereby amended by adding the Performance Share Election
Form regarding the election of deferred shares under Performance Share Stock
Award Agreements attached hereto as ATTACHMENT 2.
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<PAGE>
ATTACHMENT 1
------------
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
DEFERRED COMPENSATION PLAN
INVESTMENT RECOMMENDATION FORM
------------------------------
TO: PLAN ADMINISTRATOR AND TRUSTEE
Pursuant to Section 4.2 of the Deferred Compensation 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: _______________________________
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ATTACHMENT 2
------------
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
DEFERRED COMPENSATION PLAN
ELECTION FORM
PERFORMANCE SHARE STOCK AWARD AGREEMENT
---------------------------------------
Name: ________________________________________________ Soc.Sec.No.:____________
(Last) (First) (M.I.)
Address:________________________________________________________________________
(Street or P.O. Box) (Apt. No.) (City) (State) (Zip)
1. ELECTION OF DEFERRED SHARES UNDER PERFORMANCE SHARE STOCK AWARD AGREEMENTS.
|_| I irrevocably elect to defer ____% of the Shares awarded to me under
the provisions of any present Performance Share Stock Award
Agreements and to have the Company deposit said Shares into my
Account and/or subaccount of my Account under the Trust Agreement of
December 30, 1994, as amended, between the Company and the Trustee
pursuant to the provisions of said Trust Agreement and Performance
Share Stock Award Agreements.
2. OTHER MATTERS.
|_| I hereby direct that the method of payment of said Shares (or the
proceeds therefrom ) and the time when said Shares shall be
distributed to me and the beneficiary of said Shares in the event of
my death shall be as indicated on my Election Form on file with the
Company with respect to the Company's Deferred Compensation Plan
(the "PLAN") under which I am a Participant.
Please consult with your tax advisor regarding the tax consequences of the
Plan to you. Neither the sponsor of the Plan, nor any of the sponsor's
affiliates provide any assurances of the tax results of the Plan in the
Participant's particular situation or assume any responsibility in this regard.
Employee's
Signature: ________________ Date: ____________________________
Company Name: ____________________________
Accepted and agreed to by
Employer's Authorized Representative
By: _________________________ Date: ____________________________
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EXHIBIT 23.8
------------
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
