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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 4, 1999
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13647 73-1356520
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5330 East 31st Street, Tulsa, Oklahoma 74135
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 660-7700
Former name or former address, if changed since last report: N/A
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Item 5. OTHER EVENTS
Renewal of Commercial Paper Program and Liquidity Facility
Effective March 4, 1999, Dollar Thrifty Automotive Group, Inc., a
Delaware corporation (the "Company"), renewed its existing commercial paper
program for another year at a maximum size of $640 million (the "Commercial
Paper Program"), backed by a renewal of the Company's liquidity lending facility
that supports the Commercial Paper Program totaling $575 million (the "Liquidity
Facility").
New Medium Term Notes
On April 29, 1999, the Company expanded its existing asset backed note
program through the issuance of $250 million principal amount of fixed rate
(5.9% to 7.1%), five year term notes (the "New Medium Term Notes"). The New
Medium Term Notes are secured by (i) vehicles in the rental and leasing fleet of
the Company's subsidiaries, Dollar Rent A Car Systems, Inc. ("Dollar") and
Thrifty Rent-A-Car System, Inc. ("Thrifty") (the Company, Dollar and Thrifty are
collectively referred to herein as the "Group"), (ii) the Group's rights to
payment under automotive manufacturers' residual value programs, (iii) credit
enhancement (including a letter of credit issued under the Company's $215
million, 5 year, senior secured revolving credit facility), and (iv) other
collateral. The proceeds that the Group receives from the New Medium Term Notes
will be used by a finance subsidiary of the Group to purchase, finance or
refinance fleet vehicles from time to time.
The descriptions contained herein regarding the extension of the
Commercial Paper Program and Liquidity Facility and the New Medium Term Notes
are qualified in their entirety by reference to the definitive agreements dated
March 4, 1999 and April 29, 1999, respectively, included herewith as Exhibits
4.20 through 4.24.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The Exhibits to this report are listed in the Index to
Exhibits set forth elsewhere herein.
SIGNATURE
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Pursuant to the requirements of the Securities and 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.
Date: May 18, 1999 By:/s/ STEVEN B. HILDEBRAND
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Name: Steven B. Hildebrand
Title: Vice President,
Principal Financial Officer and
Principal Accounting Officer
INDEX TO EXHIBITS
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Exhibit No. Description
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4.20 Supplement No. 2 to Series 1998-1 Supplement to Base
Indenture dated March 4, 1999, among Rental Car
Finance Corp., Dollar, Thrifty, the Company, Bankers
Trust Company and Credit Suisse First Boston.
4.21 Extension of Scheduled Liquidity Commitment
Termination Date dated March 4, 1999, among Dollar
Thrifty Funding Corp., various Liquidity Lenders
and Credit Suisse First Boston.
4.22 Series 1999-1 Supplement to Base Indenture dated as
of April 29, 1999 between Rental Car Finance Corp.
and Bankers Trust Company.
4.23 Note Purchase Agreement dated as of April 29, 1999
among Rental Car Finance Corp., the Company, Credit
Suisse First Boston Corporation and Chase Securities
Inc.
4.24 Enhancement Letter of Credit Application and
Agreement dated April 29, 1999, among Dollar,
Thrifty, the Company, Rental Car Finance Corp. and
Credit Suisse First Boston.