UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Dollar Thrifty Automotive Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
256743105
(CUSIP Number)
Richard P. Swanson, Esq.
York Capital Management Global Advisors, LLC
767 Fifth Avenue, 17th Floor
New York, New York 10153
Telephone: (212) 300-1300
With copies to:
Robert E. Holton, Esq.
Arnold & Porter LLP
399 Park Avenue
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 19, 2012
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following boxx.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 other provisions of the Act (however, see the Notes).
| 1) NAMES OF REPORTING PERSONS | |
| | |
| York Capital Management Global Advisors, LLC | |
| | |
| 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE | |
| INSTRUCTIONS) | |
| | (a) ¨ |
| | (b) x |
| 3) SEC USE ONLY | |
| | |
| 4) SOURCE OF FUNDS (SEE INSTRUCTIONS) | AF |
| | |
| 5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ |
| | |
| 6) CITIZENSHIP OR PLACE OF ORGANIZATION | New York |
| | |
| NUMBER OF | 7) SOLE VOTING POWER | -0- |
| SHARES | | |
| BENEFICIALLY | 8) SHARED VOTING POWER | -0- |
| OWNED BY | | |
| EACH | 9) SOLE DISPOSITIVE POWER | -0- |
| REPORTING | | |
| PERSON WITH | 10) SHARED DISPOSITIVE POWER | -0- |
| | | |
| 11) AGGREGATE AMOUNT BENEFICIALLY OWNED | -0- |
| BY EACH REPORTING PERSON | |
| | |
| 12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS) | ¨ |
| | |
| 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| | 0.0% |
| 14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | IA |
| | |
This Amendment No. 5 to Schedule 13D (this “Amendment”) supplements and amends, but is not a complete restatement of, the Schedule 13D (the “Schedule 13D”) filed by York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA”), with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2011, as amended by the Schedule 13D Amendment No. 1 (the “Amendment No. 1”) filed by YGA with the SEC on June 16, 2011, the Schedule 13D Amendment No. 2 (the “Amendment No. 2”) filed by YGA with the SEC on August 29, 2012, the Schedule 13D Amendment No. 3 (the “Amendment No. 3”) filed by YGA with the SEC on September 7, 2012 and the Schedule 13D Amendment No. 4 (the “Amendment No. 4 and, collectively with the Amendment No. 1, the Amendment No. 2 and the Amendment No. 3, the “Amendments”) filed by YGA with the SEC on September 18, 2012, relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Dollar Thrifty Automotive Group, Inc. (the “Company”). This Amendment should be read in conjunction with the Schedule 13D and the Amendments. Capitalized terms used in this Amendment No. 5 but not otherwise defined in this Amendment No. 5 have the respective meanings ascribed to them in the Schedule 13D and the Amendments. The Schedule 13D and the Amendments are supplemented and amended as follows:
Item 2.Identity and Background
(a) This Amendment No. 5 is being filed by York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA” or the “Reporting Person”), to report the sale of all shares of Common Stock that at the time of the filing of the Amendment No. 4 were directly owned by York Capital Management, L.P., a Delaware limited partnership (“York Capital”), York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”), York Global Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Global Value”), Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“Jorvik”), York Select, L.P., a Delaware limited partnership (“York Select”), York Select Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Master”), and certain accounts managed by York Managed Holdings, LLC (“York Managed Holdings”) or York UCITS Holdings, LLC (“York UCITS Holdings”) (such accounts, the “Managed Accounts”).
YGA, the sole managing member of the general partner of each of York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select and York Select Master and the sole managing member of York Managed Holdings and York UCITS Holdings, exercises investment discretion over such investment funds and the Managed Accounts and accordingly may be deemed to have had beneficial ownership over the shares of Common Stock directly owned by such investment funds and the Managed Accounts.
James G. Dinan is the chairman and one of two senior managers of YGA. Daniel A. Schwartz is also a senior manager of YGA.
Dinan Management, L.L.C., a New York limited liability company (“Dinan Management”), is the general partner of York Capital, York Multi-Strategy and Jorvik. YGA is the sole managing member of Dinan Management.
York Select Domestic Holdings, LLC, a New York limited liability company (“York Select Domestic Holdings”), is the general partner of York Select and York Select Master. YGA is the sole managing member of York Select Domestic Holdings.
York Global Value Holdings, LLC, a New York limited liability company (“York Global Value Holdings”), is the general partner of York Global Value. YGA is the sole managing member of York Global Value Holdings.
The name of each director and each executive officer of YGA is set forth on Exhibit 1 to this Statement, which was filed with the Amendment No. 2 and is incorporated herein by reference.
(b) The principal business office address of each of YGA, York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select, York Select Master, York Managed Holdings, York UCITS Holdings, Dinan Management, York Select Domestic Holdings, York Global Value Holdings, James G. Dinan and Daniel A. Schwartz is:
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, New York 10153
The business address of each other person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which was filed with the Amendment No. 2 and is incorporated herein by reference.
(c) YGA provides investment management services to certain investment funds and accounts for which it has discretionary investment authority.
Each of York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select and York Select Master is a privately owned investment limited partnership in the principal business of purchasing for investment trading purposes securities and other financial instruments.
Dinan Management is a privately owned limited liability company in the principal business of acting as the general partner of York Capital, York Multi-Strategy and Jorvik and the general partner or manager of certain other private investment funds.
York Select Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Select and York Select Master and the manager of one other private investment fund.
York Global Value Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Global Value and the general partner or manager of certain other private investment funds.
York Managed Holdings is a privately owned limited liability company in the principal business of acting as the manager of certain separately managed client investment accounts.
York UCITS Holdings is a privately owned limited liability company in the principal business of acting as the manager of certain sub-funds of non-U.S. investment companies that are subject to regulation under applicable European Union directives.
The present principal occupation or employment of each other person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which was filed with the Amendment No. 2 and is incorporated herein by reference.
(d)-(e) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any other person named in Item 2(a) above has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violation with respect to such laws.
(f) The citizenship of each natural person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which was filed with the Amendment No. 2 and is incorporated herein by reference.
Item 5.Interest in Securities of the Issuer
(a)-(b) Following the sale reported in this Amendment No. 5, YGA may no longer be deemed to beneficially own, pursuant to Rule 13d-3 of the Exchange Act, or have the sole power to dispose of, direct the disposition of, vote or direct the vote of any shares of Common Stock. Similarly, following the sale reported in this Amendment No. 5, none of York Capital, Dinan Management, York Multi-Strategy, York Global Value, York Global Value Holdings, Jorvik, York Select, York Select Domestic Holdings, York Select Master, York Managed Holdings or York UCITS Holdings may be deemed to beneficially own, pursuant to Rule 13d-3 of the Exchange Act, or have the sole power to dispose of, direct the disposition of, vote or direct the vote of any shares of Common Stock. In addition, to the knowledge of the Reporting Person, none of the persons named on Exhibit I to this Statement, which was filed with the Amendment No. 2 and is incorporated herein by reference, beneficially own, may be deemed to beneficially own, have, or may be deemed to have, any power to dispose of, direct the disposition of, vote or direct the vote of any shares of Common Stock.
(c) The following table sets forth all transactions with respect to the Common Stock effected by the Reporting Person since the Amendment No. 4 was filed with the SEC on September 18, 2012. All such transactions were effected in the open market.
Date of
Transaction | No. of
Shares | Price per
Share
(dollars) (1) | | Transaction Type |
| September 19, 2012 | 2,207,725 | 87.0200 | | Sale |
___
| (1) | The price per share reflected in this table is a gross price which does not take into account brokerage commissions or other costs of execution. |
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.
Dated: September 21, 2012
| | YORK CAPITAL MANAGEMENT
GLOBAL ADVISORS, LLC |
| | | |
| | | |
| | By: | /s/ Richard P. Swanson, Esq. |
| | | Richard P. Swanson, Esq |
| | | General Counsel |
