UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 6, 2011
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Commission File Number | | Registrant, State of Incorporation; Address; Telephone Number | | I.R.S. Employer
Identification Number |
| | |
| 001-14759 | | DRIVETIME AUTOMOTIVE GROUP, INC. | | 86-0721358 |
| | (A Delaware Corporation) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
| | |
| 333-169730 | | DT ACCEPTANCE CORPORATION | | 82-0587346 |
| | (An Arizona Corporation) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
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| 333-169730-02 | | DT JET LEASING, LLC | | 27-1063772 |
| | (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
| | |
| 333-169730-04 | | DRIVETIME SALES AND FINANCE COMPANY, LLC | | 86-0657074 |
| | (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
| | |
| 333-169730-05 | | DT CREDIT COMPANY, LLC | | 86-0677984 |
| | (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
| | |
| 333-169730-06 | | DRIVETIME CAR SALES COMPANY, LLC | | 86-0683232 |
| | (An Arizona Limited Liability Company) 4020 East Indian School Road, Phoenix, Arizona 85018 (602) 852-6600 | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
DriveTime Automotive Group, Inc., a Delaware corporation (“DTAG”), and DT Acceptance Corporation, an Arizona corporation (“DTAC” and together with DTAG, the “Issuers”) are co-issuers, jointly and severally of the 12.625% Senior Secured Notes Due 2017 (the “Notes”) pursuant to the Indenture, dated as of June 4, 2010 (the “Indenture”) among the Issuers, the Guarantors party thereto and Wells Fargo Bank, National Association, as Trustee and Collateral Agent (the “Trustee”). Pursuant to Section 4.10 of the Indenture any subsidiary of the Issuers created after the Issue Date (as defined in the Indenture) is required to become a Guarantor under the Indenture and guarantee the Issuers’ obligations under the Notes. On August 24, 2011, DriveTime Ohio Company, LLC (“DriveTime Ohio”), a wholly-owned subsidiary of DTAG, was formed. Accordingly, on October 6, 2011, the Issuers, DriveTime Ohio and the Trustee entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) whereby DriveTime Ohio became a Guarantor under the Indenture and agreed to be bound by the terms of the Indenture applicable to Guarantors.
The foregoing description of the Indenture and the Third Supplemental Indenture is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Indenture which is filed as Exhibit 4.1.1 to the Amendment No. 1 to the Form S-4 Registration Statement filed on October 19, 2010 and the Third Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
| |
| 4.1 | | Third Supplemental Indenture, dated October 6, 2011, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and DriveTime Ohio Company, LLC |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 13, 2011 | | DRIVETIME AUTOMOTIVE GROUP, INC. |
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| | By: | | /s/ Mark G. Sauder |
| | | | |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
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Date: October 13, 2011 | | DT ACCEPTANCE CORPORATION |
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| | By: | | /s/ Mark G. Sauder |
| | | | |
| | | | Mark G. Sauder |
| | | | Chief Financial Officer |
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Date: October 13, 2011 | | DT JET LEASING, LLC |
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| | By: | | /s/ Raymond C. Fidel |
| | | | |
| | | | Raymond C. Fidel |
| | | | President, Chief Executive Officer and Manager |
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Date: October 13, 2011 | | DRIVETIME SALES AND FINANCE COMPANY, LLC |
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| | By: | | /s/ Raymond C. Fidel |
| | | | |
| | | | Raymond C. Fidel |
| | | | President, Chief Executive Officer and Manager |
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Date: October 13, 2011 | | DT CREDIT COMPANY, LLC |
| | |
| | By: | | /s/ Raymond C. Fidel |
| | | | |
| | | | Raymond C. Fidel |
| | | | President and Manager |
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Date: October 13, 2011 | | DRIVETIME CAR SALES COMPANY, LLC |
| | |
| | By: | | /s/ Raymond C. Fidel |
| | | | |
| | | | Raymond C. Fidel |
| | | | President and Manager |
EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| |
| 4.1 | | Third Supplemental Indenture, dated October 6, 2011, by and among DriveTime Automotive Group, Inc., DT Acceptance Corporation, Wells Fargo Bank, National Association, as Trustee and Collateral Agent and DriveTime Ohio Company, LLC |
