================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 ( No Fee Required )
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 ( No Fee Required )
For the transition period from ___________ to ________________
Commission file number 1-13647
------------------------
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
5330 East 31st Street
Tulsa, Oklahoma 74135
(Full Title and the Address of the Plan)
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
5330 East 31st Street
Tulsa, Oklahoma 74135
(Name of Issuer of Securities held Pursuant to the Plan
and the Address of its Principal Executive Office)
================================================================================
REQUIRED INFORMATION
--------------------
The following financial statements for the Dollar Thrifty Automotive Group,
Inc. Retirement Savings Plan (the "Plan") are included herein:
1. An audited statement of net assets available for benefits as of the end
of each of the fiscal years ended December 31, 2000 and 1999.
2. An audited statement of changes in net assets available for benefits for
the fiscal years ended December 31, 2000, 1999 and 1998.
2
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 4
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999 AND FOR
THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998:
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7 - 10
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 2000:
Schedule G - Schedule of Nonexempt Transactions 11
Schedule H Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year 12
SIGNATURES 13
INDEX TO EXHIBITS 14
3
INDEPENDENT AUDITORS' REPORT
To Dollar Thrifty Automotive Group, Inc.
Retirement Savings Plan
Tulsa, Oklahoma:
We have audited the accompanying statements of net assets available for benefits
of the Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan (the
"Plan") as of December 31, 2000 and 1999, and the related statements of changes
in net assets available for benefits for each of the three years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2000 and 1999, and the changes in net assets available for benefits for each of
the three years in the period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 2000 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE LLP
Tulsa, Oklahoma
June 8, 2001
4
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------------------------
ASSETS 2000 1999
INVESTMENTS, at fair value $ 39,405,919 $ 34,805,113
RECEIVABLES:
Contributions receivable - employers 120,929 26,299
Contributions receivable - participants 212,617 81,099
Accrued investment income 29,687 21,798
------------ ------------
Total receivables 363,233 129,196
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 39,769,152 $ 34,934,309
============ ============
See notes to financial statements.
5
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------------------------------------------
2000 1999 1998
ADDITIONS TO NET ASSETS:
Contributions:
Participants $ 5,838,616 $ 4,617,030 $ 4,074,098
Employers 2,046,601 1,397,349 1,150,353
Rollovers 210,947 535,322 355,852
------------ ------------ ------------
8,096,164 6,549,701 5,580,303
Investment income:
Net appreciation (depreciation)
in fair value of investments (1,380,340) 3,793,322 1,448,709
Interest and dividends 732,396 627,186 2,513,109
------------ ------------ ------------
(647,944) 4,420,508 3,961,818
------------ ------------ ------------
Total additions 7,448,220 10,970,209 9,542,121
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 2,598,295 2,861,190 1,947,315
Administrative expenses 15,082 69,291 20,200
------------ ------------ ------------
Total deductions 2,613,377 2,930,481 1,967,515
------------ ------------ ------------
NET INCREASE 4,834,843 8,039,728 7,574,606
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 34,934,309 26,894,581 19,319,975
------------ ------------ ------------
End of year $ 39,769,152 $ 34,934,309 $ 26,894,581
============ ============ ============
See notes to financial statements.
6
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan ("the
Plan"), formerly Pentastar Services, Inc. Retirement Savings Plan is a
defined contribution plan established for the benefit of eligible employees
of Dollar Thrifty Automotive Group, Inc., Thrifty, Inc. and subsidiaries,
and Dollar Rent A Car Systems, Inc. and subsidiaries, (collectively, the
"Companies" or the "Employers"). All full-time employees of the Companies
who have one year of service and have attained the age of 21 or older are
eligible to participate. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
The following description of the Plan is provided for general information
purposes only. Participants should refer to the Plan's Summary Plan
Description or the Plan Agreement for a more complete description of the
Plan's provisions. The terms used herein are as defined in the Plan
document.
Basis of Presentation - The accompanying financial statements have been
prepared on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America. BancOklahoma
Trust Company ("BancOklahoma" or the "Trustee") holds and manages the
assets of the Plan, maintains participant account records and makes
distributions to Plan participants.
Participant Contributions - Participants may make elective contributions,
through payroll deductions, from 1% to 15% of their annual compensation, as
defined in the plan document. Participants may direct the investment of all
contributions in one or more investment funds.
Employers Contributions - For each Plan year, the Employers contribute to
the Plan matching contributions determined by the Employers at their
discretion. During 1999 and 1998, the employers matched 50% up to 5% of the
employee's eligible compensation, subject to statutory limits. During 2000,
the employers matched 50% up to 6% of the employee's eligible compensation.
Effective January 1, 2001, the employer's match increased to 75% up to 6%
of the employee's eligible compensation with one-third of the match being
company stock. Effective January 1, 2002, the employer's match will
increase to 100% up to 6% of the employee's eligible compensation with
one-half of the match being company stock.
Participant Accounts - Each participant's account is credited with the
participant's contribution, the Employers' matching contribution and an
allocation of the Plan's earnings based on units of participation, as
defined in the plan documents. The benefit to which a participant is
entitled is the vested portion of the amount credited to the participant's
account.
Vesting - Participants are fully vested in their voluntary contributions
plus actual earnings thereon. Vesting in the Employers' contributions to
their accounts and earnings thereon is at a rate of 20% for each completed
year of service. However, upon retirement, death or disability,
participants become fully vested in their accounts.
7
Withdrawals, Loans and Benefit Payments - Participants may withdraw amounts
from the vested portion of their accounts for purposes that qualify as
hardships under Section 401(k) of the Internal Revenue Code. Hardship
withdrawals may not exceed the actual expense incurred or to be incurred by
the participant on account of such hardship.
Participants may obtain loans for a minimum of $1,000 from their accounts,
subject to limitations as defined in the Plan document. Participant loans
are evidenced by promissory notes, bear interest and are accounted for as
investments by the Plan. Security for repayment of such loans consists of
the vested portion of the participant's account.
Upon termination of service, participants are entitled to receive either a
lump-sum amount or installment payments equal to the value of the vested
portion of the participant's account. Terminated participants, with vested
account balances in excess of $5,000, may also elect to maintain their
vested account balances within the Plan (no additional contributions are
permitted) until retirement age is reached.
Forfeitures - Participants terminating employment prior to full vesting
forfeit the nonvested portion of the Employers' matching contributions.
Such forfeitures are applied to reduce subsequent contributions from the
Employers or to reduce the Plan's administrative expenses. At December 31,
2000 and 1999, $174,581 and $134,649, respectively, of net assets available
for benefits represented unallocated forfeitures. Such amounts are invested
in the American Performance Cash Management Fund.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Shares of registered investment companies are valued
at quoted market prices which represent the net asset value of shares held
by the Plan at year-end. Participant notes receivable are stated at
estimated recoverable amounts.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
Investment Options - The following description of the Plan's investment
options is for general purposes only. Participants should refer to the
information provided by BancOklahoma for a more complete description of the
Plan's investment options and their respective underlying investment
vehicles and investment objectives. Participants can invest their
contributions, Employers' matching contributions and rollovers in whole
percentages in the following:
o Dreyfus Appreciation Fund which invests primarily in common stocks of
U.S. and foreign companies. This investment option became available to
Plan participants during February 1999.
o INVESCO Balanced Fund which invests primarily in common stocks and
investment grade fixed-income securities. This investment option
became available to Plan participants during February 1999.
o SEI Prime Obligation Cash Fund which invests in short term money
market instruments.
o SEI Balanced Fund which invests in money market funds, bonds and
stocks. The fund is invested in the SEI Balanced Investment mutual
fund managed by Sun Bank Capital Management of Florida. This fund was
an investment option through February 1999.
o SEI Bond Index Fund which invests in debt obligations issued or
guaranteed by the U.S. government, foreign sovereign governments,
municipalities or international agencies and investment-grade debt
obligations issued by U.S. corporations.
8
o SEI Capital Appreciation Fund which invests in common stocks
considered undervalued, fixed income securities and other types of
equity securities. The fund utilizes the SEI Capital Appreciation
Equity Fund managed by Sun Bank Capital Management of Florida. This
fund was an investment option through February 1999.
o SEI S&P 500 Index Portfolio which invests in common stocks which
comprise the S&P 500 index.
o T. Rowe Price New Horizons Fund which invests in common stocks of
small and mid-capitalization growth companies.
o Templeton Foreign Fund which invests in stocks and debt securities of
companies and governments outside of the U.S.
o Company Stock Fund which invests in the common stock of Dollar Thrifty
Automotive Group, Inc. This investment option became available to Plan
participants on September 1, 1999.
Plan Administration Costs - Substantially all costs of Plan administration
have been borne by the Companies, with the exception of $15,082, $69,291
and $20,200 in administrative expenses paid by the Plan from unallocated
forfeitures in 2000, 1999 and 1998, respectively.
Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates.
2. INVESTMENTS
The following table presents investments that represent five percent or
more of the Plan's net assets:
December 31, 2000 December 31, 1999
------------------------------- -------------------------------
Units, Shares Units, Shares
or Principal Fair or Principal Fair
Amount Value Amount Value
SEI S&P 500 Index Portfolio 292,404 $ 11,944,706 254,249 $ 11,568,347
Dreyfus Appreciation Fund 182,834 7,850,897 160,092 7,320,988
INVESCO Balanced Fund 318,079 5,362,811 270,194 4,809,460
T. Rowe Price New Horizons Fund 171,273 4,091,708 121,755 3,351,907
SEI Prime Obligation Cash Fund 3,944,054 3,944,054 3,387,131 3,387,131
Participant loans 2,152,085 2,152,085 1,861,959 1,861,959
9
During the years ended December 31, 2000, 1999 and 1998, the Plan's
investments (including investments bought, sold, and held during the year)
appreciated (depreciated) in fair value as determined by market quotes as
follows:
Years Ended December 31,
--------------------------------------------------
2000 1999 1998
Registered investment companies $ (1,618,111) $ 3,766,055 $ 1,448,709
Common stock 237,771 27,267 -
------------ ----------- -----------
Net appreciation (depreciation)
in fair value of investments $ (1,380,340) $ 3,793,322 $ 1,448,709
============ =========== ===========
The Plan utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the values
of investment securities will occur in the near term and that such changes
could materially affect the amounts reported in the statements of net
assets available for plan benefits.
3. TAX STATUS
The Plan obtained its latest determination letter on January 3, 1995, in
which the Internal Revenue Service ("IRS") stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
As such, they believe the Plan is qualified and the related trust is tax
exempt; therefore, no provision for income taxes has been included in the
Plan's financial statements.
During 2000 and 1999, nonexempt prohibited transactions occurred which
involved the submission of employee contributions to the Plan more than 15
business days following the end of the month in which the amounts were
withheld from compensation. The necessary corrective actions either will be
or have been taken, including filing of the appropriate forms with the IRS,
and these transactions did not affect the tax-exempt status of the Plan.
The nonexempt prohibited transaction occurring in 2000 is included in
supplemental Schedule G - Schedule of Nonexempt Transactions.
4. PLAN TERMINATION
Although they have not expressed any intent to do so, the Employers have
the right under the Plan Agreement to discontinue their contributions at
any time and terminate the Plan subject to provisions of the Plan and
ERISA. In the event of Plan termination, Plan funds would be used solely
for the benefit of the participants and their beneficiaries, as prescribed
by law.
******
10
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE G - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
(c)
Description of
(b) transactions (g)
Relationship including Expenses (j)
to plan, maturity date, incurred in (i) Net gain
(a) employer, rate of interest, (d) (e) (f) connection (h) Current or (loss)
Identity of or other party- collateral, par or Purchase Selling Lease with Cost of value of on each
party involved in-interest maturity value price price rental transaction asset asset transaction
Dollar Thrifty Plan Sponsor/ Participant
Automotive Plan contributions
Group, Inc. Administrator ($31,517) not
deposited
on a timely basis N/A N/A N/A N/A N/A N/A N/A
11
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE H LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
- ------------------------------------------------------------------------------------------------------------------------------------
(c)
(b) Description of Investment Including (e)
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Collateral, (d) Current
(a) Lessor or Similar Party Par or Maturity Value Cost Value
* Bank of Oklahoma, N.A. American Performance Cash Management Fund,
189,211 units $ 189,211 $ 189,211
Dreyfus Dreyfus Appreciation Fund, 182,834 units 7,952,910 7,850,897
INVESCO Capital Management, Inc. INVESCO Balanced Fund, 318,079 units 5,304,950 5,362,811
SEI Corporation SEI Prime Obligation Cash Fund, 3,944,054 units 3,944,054 3,944,054
SEI Corporation SEI Bond Index Fund, 150,422 units 1,547,779 1,579,435
SEI Corporation SEI S&P 500 Index Portfolio, 292,404 units 10,044,961 11,944,706
T. Rowe Price Investment Services, Inc. T. Rowe Price New Horizons Fund, 171,273 units 4,385,750 4,091,708
Templeton Mutual Funds Templeton Foreign Fund, 150,750 units 1,525,948 1,558,757
* Dollar Thrifty Automotive Group, Inc. Dollar Thrifty Automotive Group, Inc. Stock,
38,845 shares 643,540 732,255
------------ ------------
35,539,103 37,253,834
* Plan participants Participant loans (1) 2,152,085 2,152,085
------------ ------------
Total investments $ 37,691,188 $ 39,405,919
============ ============
* Issuer is a party-in-interest to the Plan.
(1) Individual participant loan balances are not separately disclosed because
of the confidential nature of the loans and because participants are
borrowing funds from their own vested accounts. Interest rates on the
participant loans at December 31, 2000 range from 6.9% to 9.3% with
maturities through September 2015.
12
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, Dollar
Thrifty Automotive Group, Inc., as Plan Administrator of the Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan, has duly caused this annual
report to be signed on its behalf by the undersigned thereunto duly authorized.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
By: Dollar Thrifty Automotive Group, Inc.
Date: June 28, 2001 By: /s/ STEVEN B. HILDEBRAND
----------------------------
Name: Steven B. Hildebrand
Title: Executive Vice President and Chief
Financial Officer
13
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
23.15 Consent of Deloitte & Touche LLP regarding Registration
Statement on Form S-8, Registration No. 333-89189
14