This amendment to the Form 8-K/A of Dollar Thrifty Automotive Group, Inc. (the “Company”), originally filed on February 4, 2011 and amended on February 11, 2011, is being filed to update the previous disclosure about the dismissal of the Company’s independent registered public accounting firm upon the completion of that firm’s audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2010.
| ITEM 4.01 | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT |
a) Consistent with its charter responsibility to consider rotation of the independent auditors for the Company, the Audit Committee of the Company’s Board of Directors conducted a “request for proposal” process in which it evaluated the credentials of various candidates to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2011. Following completion of that process, the Audit Committee determined to retain Ernst & Young LLP (“E&Y”) in such capacity for the quarterly reviews and annual audit of the 2011 financial statements. Deloitte & Touche LLP (“Deloitte”) remained in place as the Company’s independent registered public accounting firm as of and for the year ended December 31, 2010, and was dismissed by the Audit Committee effective upon the completion of such audit, which occurred on February 28, 2011. The Company notified Deloitte of the Audit Committee’s determination on January 31, 2011.
b) During the Company’s fiscal years ended December 31, 2009 and 2010, and for the period January 1, 2011 through February 28, 2011 there have been no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference thereto in their reports with respect to the Company’s consolidated financial statements for any of such periods. During such periods, there were also no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. The reports of Deloitte with respect to the Company’s audited consolidated financial statements as of and for the years ended December 31, 2009 and 2010 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
c) On January 31, 2011, the Audit Committee engaged E&Y as the Company’s independent registered public accounting firm for the year ended December 31, 2011, subject to stockholder ratification at the 2011 annual meeting of stockholders. During the Company’s fiscal years ended December 31, 2009 and 2010, and for the period January 1, 2011 through February 28, 2011, the Company did not consult with E&Y regarding accounting or disclosure requirements related to any of the matters specified in Items 304(a)(2)(i) and 304(a)(2)(ii) of Regulation S-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit No. Description
| 16.1 | Letter from Deloitte & Touche LLP, dated March 3, 2011, to the Securities and Exchange Commission. |
