UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
April 14, 2005
Date of Report (Date of earliest event reported)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-13647 | 73-1356520 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (918) 660-7700
N/A
(Former name or former address, if changed since last report.)
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| (17 CFR 240.14d-2(b)) | |
| | | |
o | 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 |
On April 14, 2005, Rental Car Finance Corp. (the “Company”), a wholly owned subsidiary of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“DTAG”), and DTAG entered into a note purchase agreement totaling $400 million to issue and sell to Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc. (each an “Initial Purchaser” and together, the “Initial Purchasers”) $290 million of the Company’s Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1 (collectively, the “Floating Rate Notes”) and $110 million of its Series 2005-1 4.59% Rental Car Asset Backed Notes, Class A-2 (collectively, the “Fixed Rate Notes”, and together with the Floating Rate Notes, the “Offered Securities”). The Offered Securities have a five year term, but are subject to acceleration upon the occurrence of adverse events such as nonpayment of interest and principal and insufficient collateral. Collateral for the Offered Securities includes vehicles, manufacturer program receivables, and cash and other credit support is furnished in the form of a letter of credit. Payment of interest and principal on the Offered Securities is insured by a note guaranty insurance policy. The agreement authorizes the Initial Purchasers to deliver prospective subsequent purchasers information in connection with any reoffer or resale of the Offered Securities. The Initial Purchasers or their affiliates are also participants in other credit facilities of DTAG and subsidiaries.
The foregoing description of the note purchase agreement is qualified in its entirety by reference to the note purchase agreement attached hereto as Exhibit 4.140 and is incorporated herein by reference.
ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
Information responsive to this Item is incorporated by reference from the responses made in Item 1.01.
2
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
4.140 | Note Purchase Agreement dated as of April 14, 2005 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc. |
3
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.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. |
| (Registrant) | |
| | |
April 18, 2005 | By: | /s/ STEVEN B. HILDEBRAND | |
| Steven B. Hildebrand | |
| Senior Executive Vice President, Chief Financial |
| Officer, Principal Financial Officer and Principal | |
| Accounting Officer | |
| | | | | | |
4
INDEX TO EXHIBITS
4.140 | Note Purchase Agreement dated as of April 14, 2005 among Rental Car Finance Corp., Dollar Thrifty Automotive Group, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated, Credit Suisse First Boston LLC, Dresdner Kleinwort Wasserstein Securities LLC, and Scotia Capital (USA) Inc. |
5
