<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. )*
of
TBK 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)
AUGUST 11, 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).
<PAGE> 3
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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
1,201,965 shares held in certain TBC accounts
(as hereinafter defined). Additionally,
certain of the general partners 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 general
WITH: partners of TBC may be deemed to have sole
power to vote certain shares as more fully set
forth herein.
-------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,243,815 shares held in accounts of TBC (as
hereinafter defined).
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,815 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)
5.16%
- --------------------------------------------------------------------------------
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
145,700 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 145,700 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
145,700 shares
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.60%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
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PRELIMINARY NOTE
This Statement on Schedule 13D is being filed because the filing persons
may be deemed to be members of a group comprised of Tweedy, Browne Company LLC
("TBC") and TBK Partners, L.P. ("TBK"), which group may be deemed to be the
beneficial owner in the aggregate of in excess of 5% of the Common Stock of
Dollar Thrifty Automotive Group, Inc. However, the filing of this Schedule 13D
should not be deemed an admission that TBC and TBK comprise a group within the
meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as
amended (the"Act").
ITEM 1. SECURITY AND ISSUER
This Schedule 13D 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 Schedule 13D, is a company organized
under the laws of Delaware, with its principal executive offices located at 5330
East 31st Street, Tulsa, Oklahoma 74135.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Schedule 13D are (i) Tweedy, Browne Company LLC
("TBC"), a Delaware limited liability company, and (ii) TBK Partners, L.P.
("TBK"), a Delaware limited partnership. Annexed as Exhibit 99.1, which is
incorporated by reference herein, is an agreement between TBC and TBK that this
Schedule 13D is filed on behalf of each of them. The filing of this Schedule 13D
should not be deemed an admission that TBC and TBK comprises a group within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Act").
This Schedule 13D contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the
accounts of various customers of TBC, with respect to which accounts TBC has
investment discretion (the "TBC Accounts"), and with respect to some of which it
has obtained sole or shared voting power.
The general partners of TBK are Christopher H. Browne, William H. Browne,
Thomas P. Knapp and John D. Spears. (the "General Partners"). The members of TBC
are Christopher H. Browne, William H. Browne, John D. Spears, Thomas H. Shrager,
Robert Q. Wyckoff, Jr. and Holdings (the "Members"). By reason of their
positions as such, the members of TBC may be deemed to control TBC and the
general partners of TBK may be deemed to control TBK.
(b) The business address of each of TBC and TBK and the General Partners
is 52 Vanderbilt Avenue, New York, New York 10017.
(c) TBC is engaged primarily in the business of a securities broker and
dealer and investment adviser, is registered as a broker-dealer and investment
adviser with the Securities and Exchange Commission, and is a member of the
National Association of Securities Dealers, Inc.
TBK is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
The present principal occupation of each of the General Partners is serving
as such for TBK. The present principal occupation of Thomas P. Knapp is serving
as a general partner in TBK. The present principal occupation of the Members of
TBC is serving as such. Holdings is wholly owned by Affiliated Managers Group,
Inc., a Boston-based holding company which makes equity investments in
investment management firms, in which management personnel retain a significant
interest in the profits of the business. The principal business address of each
of TBC and TBK is set forth above.
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(d) None of TBC, TBK, Thomas P. Knapp, nor any General Partner or Member
has, during the last five years, been convicted in any criminal proceeding
(excluding traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Thomas P. Knapp, nor any General Partner or Member
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
proceeding it or he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect
thereto.
(f) TBK is a Delaware limited partnership. TBC is a Delaware limited
liability company. Each of the General Partners, Members and Thomas P. Knapp is
a citizen of the United States of America, with the exception of Holdings, which
is a Delaware corporation.
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 1,243,815 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
$15,833,778.
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 145,700 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 $1,960,958.
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
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
<PAGE> 7
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.
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 1,243,815 shares of Common Stock, which constitutes
approximately 5.16% of the 24,128,000 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 held in a charitable
foundation of which Christopher H. Browne is a trustee. Mr. Browne is a Member
of TBC and a General Partner of TBK.
As of the date hereof, TBK beneficially owns directly 145,700 shares of
Common Stock, which constitutes approximately 0.60% of the 24,128,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
Each of TBC and TBK 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 and TBK could be deemed to be the
beneficial owner as of the date hereof, is 1,389,515 shares, which constitutes
approximately 5.76% of the 24,128,000 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, or a member of
TBC, is 1,389,515 shares, which constitutes approximately 5.76% of the
24,128,000 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 145,700 shares of Common Stock which constitutes approximately 0.60% of the
24,128,000 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 and TBK disclaims beneficial ownership of Common Stock held by
the other. Except as described herein, to the best knowledge of TBC and TBK, no
person who may be deemed to comprise a group with any of TBC and TBK, or any
other person named in Item 2 hereof, beneficially owns any shares of Common
Stock.
(b) TBC has investment discretion with respect to 1,243,815 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 1,201,965 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 1,201,965 shares of Common Stock
held in certain TBC Accounts.
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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.
(c) During the sixty-day period ended as of the date hereof, TBC and TBK
purchased and sold shares of Common Stock in open market transactions as
follows:
<TABLE>
<CAPTION>
NO OF SHARES NO OF SHARES PRICE
TBC ACCOUNTS PURCHASED SOLD PER SHARE
<S> <C> <C>
07/01/98 196,315 $ 13 3/8
07/07/98 50,000 $ 14 1/4
07/08/98 6,000 $ 14.968
07//27/98 60,900 $ 14.938200
07/28/98 45,000 $ 14.715300
07/29/98 37,500 $ 14.9382
07/31/98 73,400 $ 13 7/8
08/03/98 6,200 $ 13.8508
08/04/98 70,900 $ 13.15626
08/05/98 2,500 $ 12 3/4
08/06/98 231,100 $ 12.5344
08/11/98 464,000 $ 11.32962
08/17/98 645 $ 11.00
TBK:
07/08/98 6,000 $ 14.4968
07/27/98 26,100 $ 14.938200
07/31/98 33,300 $ 13 7/8
08/04/98 13,300 $ 13.15626
08/05/98 20,000 $ 12 3/4
08//06/98 41,000 $ 12.5344
08/11/98 6,000 $ 11.32962
</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.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC or TBK, nor, to the best
knowledge of TBC, TBK, or any other person named in Item 2 hereof, has any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii).
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SIGNATURE
Each of Tweedy, Browne Company LLC and TBK Partners, L.P., after reasonable
inquiry and to the best of its knowledge and belief, hereby certifies that the
information set forth in this Statement (which includes the Exhibit annexed
hereto) 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
Dated: August 18, 1998
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of August 18, 1998, 1998 between Tweedy, Browne Company
LLC, a Delaware limited liability company ("TBC") and TBK Partners, L.P., a
Delaware limited partnership ("TBK").
WITNESSETH:
WHEREAS, TBC and TBK may be deemed to have acquired, in the aggregate,
beneficial ownership of more than five percent of the Common Stock (the "Common
Stock") of Dollar Thrifty Automotive Group, Inc. (the "Company") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of 1934
(the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC and TBK do hereby agree, in accordance with Rule 13d-1(f) under the
Act, to file one Statement on Schedule 13D relating to their ownership of the
Common Stock, and do hereby further agree that said Statement shall be filed on
behalf of each of TBC and TBK. Nothing herein, however, shall be, or shall be
deemed to be, an admission that the parties hereto, or any of them, are members
of a "group" (within the meaning of Section 13(d) of the Act and the rules and
regulations promulgated thereunder) with respect to any securities of the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
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
