<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 3)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 2)*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Name of Issuer)
Common Stock, Par Value $. 01 PER SHARE
(Title of Class of Securities)
256743105
(CUSIP Number)
John D. Spears
52 Vanderbilt Avenue
New York, New York 10017
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
UPON EXAMINATION
ON MARCH 29, 1999
OF THE ISSUER'S LATEST FILING ON
FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1998
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
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- --------------------------- ---------------------------
CUSIP No. 256743105 SCHEDULE 13D Page of Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
TBC has sole voting power with respect to
1,848,582 shares held in certain TBC accounts
(as hereinafter defined). Additionally,
certain of the Members of TBC may be deemed
to have sole power to vote certain shares as
more fully set forth herein.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0 shares, except that certain of the members
WITH: of TBC may be deemed to have sole power to
vote certain shares as more fully set forth
herein.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,909,156 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,909,156 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.91%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
BD IA & 00
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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- --------------------------- ---------------------------
CUSIP No. 256743105 SCHEDULE 13D Page of Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TBK PARTNERS, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
166,700 shares, except that the general
partners in TBK, solely by reason of
their positions as such, may be deemed to have
shared power to vote these shares.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 166,700 shares, except that the general
WITH: partners in TBK, solely by reason of
their positions as such, may be deemed to have
shared power to vote these shares.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
166,700 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.69%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 5
- --------------------------- ---------------------------
CUSIP No. 256743105 SCHEDULE 13D Page of Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanderbilt Partners, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
WC and BK
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
30,000 shares, except that the general
partners in Vanderbilt, solely by reason of
their positions as such, may be deemed to have
shared power to vote these shares.
NUMBER OF -------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 30,000 shares, except that the general
WITH: partners in Vanderbilt, solely by reason of
their positions as such, may be deemed to have
shared power to vote these shares.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0 shares
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.12%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE> 6
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 3 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC, a Delaware limited
liability company ("TBC"), and dated August 21, 1998 (the "TBC Statement"); (b)
Amendment No. 3 to a Statement on Schedule 13D originally filed by TBK Partners,
L.P., a Delaware limited partnership ("TBK"), and dated August 21,1998 (the "TBK
Statement"); and (c) Amendment No. 2 to a Statement on Schedule 13D filed by
Vanderbilt Partners, L.P., a Delaware limited partnership ("Vanderbilt"), and
dated September 11, 1998. (the "Vanderbilt Statement") (collectively the "Joint
Amendment No. 3").
This Joint Amendment No. 3 relates to the Common Stock, $.01 par value
(the "Common Stock"), of Dollar Thrifty Automotive Group, Inc. (the "Company"),
which, to the best knowledge of the persons filing this Joint Amendment No. 3 is
a company organized under the laws of Delaware, with its principal executive
offices located at 5330 East 31st Street, Tulsa, Oklahoma 74135.
This Joint Amendment No. 3 contains information regarding shares of
Common Stock that may be deemed to beneficially owned by TBC. Such shares are
held in the accounts of various customers of TBC, with respect to which it has
obtained sole or shared voting power.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1, 2, 4,6 and 7 of the Statement, as amended. Accordingly,
those Items are omitted from this Joint Amendment No. 3.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC
may be deemed to be the beneficial owner is 1,909,156 shares of Common Stock
(the "TBC Shares"), all of which shares were purchased in open market
transactions. The aggregate cost of the TBC Shares, including brokerage
commissions, was $ 22,712,044.
The TBC Shares are held in the TBC Accounts, the funds therefor coming
from the funds on hand in each individual managed account and in certain
instances from standard margin account borrowings from brokerage accounts
maintained at U.S. Clearing. It is expected that funds used by the TBC Accounts
to purchase additional shares of Common Stock, if additional shares are
purchased by the TBC Accounts (see Item 4 hereof), will come from the funds on
hand for each individual managed account, which funds on hand at any time and
from time to time may include, among others, funds borrowed pursuant to margin
accounts maintained at U.S. Clearing. Borrowings made by certain TBC Accounts
pursuant to such margin accounts are secured by margin securities owned by the
respective accounts, including some of the TBC Shares. Interest on outstanding
borrowings under such margin accounts ranges from 1/2% to 2% over the brokers'
call rate in effect from time to time at Chase Manhattan Bank, New York, New
York, depending upon the amount of outstanding borrowings at any given time.
As of the date hereof, TBK beneficially owns directly 166,700 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $2,182,928.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 hereof),
will come from TBK's general funds, which include cash and cash equivalents on
hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding
with Chase Manhattan Bank in the amount of $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in effect
from time to time at Chase Manhattan Bank. TBK's funds may also include funds
<PAGE> 7
borrowed pursuant to a Line of Credit Agreement between TBK and Boston Safe
Deposit and Trust Company. Pursuant to the Line of Credit Agreement, TBK may
borrow up to $15,000,000 at the brokers' call rate charged from time to time by
Boston Safe Deposit & Trust Company. Borrowings made by TBK pursuant to its
understandings with Chase Manhattan Bank and the Line of Credit Agreement with
Boston Safe Deposit and Trust Company are secured by securities owned by TBK;
such borrowings are not secured by any TBK Shares. No borrowings from Chase
Manhattan Bank or Boston Safe Deposit and Trust Company were made for the
purpose of acquiring the TBK Shares. TBK reserves the right to include all or
any of the shares of Common Stock owned by it at any time or from time to time,
among the securities that serve as collateral for such borrowings, subject to
compliance with any applicable statutes and regulations.
As of the date hereof, Vanderbilt beneficially owns directly 30,000
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions hereof.) The aggregate cost of the
Vanderbilt Shares, including brokerage commissions, was $342,813.
It is expected that funds used by Vanderbilt to purchase additional
shares of Common Stock, if additional shares are purchased by Vanderbilt (see
Item 4 hereof), will come from Vanderbilt's general funds, which include cash
and cash equivalents on hand and in banks.
Vanderbilt's funds may include funds borrowed pursuant to a Line of
Credit Agreement between Vanderbilt and Boston Safe Deposit and Trust Company.
Pursuant to the Line of Credit Agreement, Vanderbilt may borrow up to $2,000,000
at the brokers' call rate charged from time to time by Boston Safe Deposit &
Trust Company. Borrowings made by Vanderbilt pursuant to the Line of Credit
Agreement with Boston Safe Deposit and Trust Company are secured by securities
owned by Vanderbilt; such borrowings are not secured by any Vanderbilt Shares.
No borrowings from Boston Safe Deposit and Trust Company were made by Vanderbilt
for the purpose of acquiring the Vanderbilt Shares. Vanderbilt reserves the
right to include all or any of the shares of Common Stock owned by it at any
time or from time to time, among the securities that serve as collateral for
such borrowings, subject to compliance with any applicable statutes and
regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner
of an aggregate of 1,909,156 shares of Common Stock, which constitutes
approximately 7.91% of the 24,125,941 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.
Also included in the TBC shares are 310 shares of Common Stock held in
a TBC Account for a charitable foundation of which Christopher H. Browne is a
trustee. Mr. Browne is a member of TBC and a general partner in TBK and
Vanderbilt.
As of the date hereof, TBK beneficially owns directly 166,700 shares of
Common Stock, which constitutes approximately 0.69% of the 24,125,941 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 30,000
shares of Common Stock, which constitutes approximately 0.12% of the
24,125,941 shares of Common Stock which Vanderbilt believes to be the total
number of shares of Common Stock outstanding.
<PAGE> 8
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial
owner of any of the shares of Common Stock held in the TBC Accounts. The
aggregate number of shares of Common Stock with respect to which TBC, TBK and
Vanderbilt could be deemed to be the beneficial owner as of the date hereof, is
2,105,856 shares, which constitutes approximately 8.72% of the 24,125,941 shares
of Common Stock, which the filing persons believe to be the total number of
shares of Common Stock outstanding, but nothing contained herein shall be
construed as an admission that TBC is the beneficial owner of any of the TBC
Shares.
The aggregate number of shares and percentage of Common Stock with
respect to which each of the General Partners and Members may be deemed to be
the beneficial owner by reason of his being a general partner of TBK and
Vanderbilt, or a member of TBC, is 2,105,856 shares, which constitutes
approximately 8.72% of the 24,125,941 shares of Common Stock outstanding. The
aggregate number of shares and percentage of Common Stock with respect to which
Thomas P. Knapp may be deemed to be a beneficial owner by reason of his being a
general partner of TBK is 166,700 shares of Common Stock which constitutes
approximately 0.69% of the 24,125,941 shares of Common Stock outstanding.
However, nothing contained herein shall be construed as an admission that any of
the General Partners or Thomas P. Knapp is the beneficial owner of any shares of
Common Stock, except as set forth herein as expressly and admittedly being
beneficially owned by a particular General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to comprise a
group with any of TBC, TBK, Vanderbilt, or any other person named in Item 2
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 1,909,156 shares of
Common Stock held by the TBC Accounts and has sole power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 1,848,582 shares of Common Stock
held in certain TBC Accounts.
Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 1,848,582 shares of Common Stock
held in certain TBC Accounts.
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and
dispose or direct the disposition of the Vanderbilt Shares. Each of the General
Partners of Vanderbilt, solely by reason of their positions as such, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the Vanderbilt Shares.
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(c) No transactions in Common Stock were effected by TBK or Vanderbilt
during the sixty-day period ended as of the date hereof. Transactions in Common
Stock effected by TBC during the sixty-day period ended as of the date hereof,
are set forth below:
<TABLE>
<CAPTION>
NO. OF SHARES NO. OF PRICE
TBC ACCOUNTS PURCHASED SHARES SOLD PER SHARE
<S> <C> <C> <C>
02/01/99 175 $ 12 3/4
02/10/99 580 $ 12 1/4
03/02/99 600 $ 12.7083
03/12/99 288,000 $ 10 1/2
03/15/99 1,040 $ 11 11/16
03/23/99 510 $ 13 7/8
03/25/99 2,000 $ 15 3/4
</TABLE>
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
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SIGNATURE
Each of Tweedy, Browne Company LLC, TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Joint Amendment
No. 3 is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
-------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
-------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
-------------------------
Christopher H. Browne
General Partner
Dated: March 31, 1999
