0000910680-01-500564.txt : 20011026 0000910680-01-500564.hdr.sgml : 20011026 ACCESSION NUMBER: 0000910680-01-500564 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011022 GROUP MEMBERS: CARMEL HOLDING CO. GROUP MEMBERS: DTI INVESTMENTS, LLC GROUP MEMBERS: THE CARMEL TRUST FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARMEL TRUST CENTRAL INDEX KEY: 0001079443 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 233 S WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR THRIFTY AUTOMOTIVE GROUP INC CENTRAL INDEX KEY: 0001049108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 731356520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52267 FILM NUMBER: 1763616 BUSINESS ADDRESS: STREET 1: 5330 EAST 31ST STREET CITY: TULSA STATE: OK ZIP: 74135 BUSINESS PHONE: 9186607700 MAIL ADDRESS: STREET 1: 5330 EAST 31ST STREET CITY: TULSA STATE: OK ZIP: 74135 SC 13D 1 s753368.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Dollar Thrifty Automotive Group, Inc. ------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 256743105 --------- (CUSIP Number) Louis Freeman, Esq. Richard Rubin, Esq. Skadden, Arps, Slate, Meagher & Flom Jenkens & Gilchrist Parker Chapin 333 West Wacker Drive 405 Lexington Avenue Chicago, Illinois 60606 New York, New York 10174 312-407-0650 212-704-6130 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 2001 --------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] Page 1 of 11 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The Carmel Trust -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds: N/A -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Governed by the laws of Canada -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 1,723,300 By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 0 Person With ------------------------------------------------------ 10. Shared Dispositive Power 1,723,300 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,723,300 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 7.09% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO Page 2 of 11 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). DTI Investments, 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 Delaware -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 391,600 By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 0 Person With ------------------------------------------------------ 10. Shared Dispositive Power 391,600 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 391,600 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.61% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO Page 3 of 11 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Carmel Holding Co. -------------------------------------------------------------------------------- 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 Cayman Islands -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 1,331,700 By Each ------------------------------------------------------ Reporting 9. Sole Dispositive Power 0 Person With ------------------------------------------------------ 10. Shared Dispositive Power 1,331,700 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,331,700 -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 5.48% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO Page 4 of 11 PRELIMINARY NOTE This Statement on Schedule 13D is being filed because the filing persons may be deemed to be members of a group comprised of The Carmel Trust, DTI Investments, LLC and Carmel Holding Co., which group may be deemed to be the beneficial owner in the aggregate of in excess of 5% of the Common Stock of Dollar Thrifty Automotive Group, Inc. Notwithstanding the foregoing, the filing of this Schedule 13D should not be deemed an admission that the filing parties comprise a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended. ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of Dollar Thrifty Automotive Group (the "Company"), which is a company organized under the laws of Delaware, with its principal executive offices located at 5330 East 31st Street, Tulsa, Oklahoma 74135. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by The Carmel Trust, a trust governed by the laws of Canada (`Carmel"), DTI Investments, LLC, a Delaware limited liability company ("DTI"), and Carmel Holding Co., a Cayman Islands corporation ("CHC" and collectively with Carmel and DTI, the "Reporting Persons"). Carmel (which has not made any of the purchases described herein) may be deemed to control each of DTI and CHC (each of which has made purchases described herein) by virtue of its indirect ownership of all of the outstanding membership interests of DTI and all of the outstanding capital stock of CHC. Information with respect to each Reporting Person is given solely by such Reporting Person, no Reporting Person has responsibility for the accuracy or completeness of the information supplied by any other Reporting Person and each Reporting Person agrees that this statement is filed on behalf of such Reporting Person only. Although the Reporting Persons may be deemed to constitute a "group" for the purposes of Rule 13d-3 under the Exchange Act, the filing of this statement should not be deemed an admission that the Reporting Persons are a "group" for such purposes. Carmel is a private investment entity and is currently, and at all relevant times has been, engaged in the business of investing in securities for its own account. Carmel has an address at c/o Skadden, Arps, Slate, Meagher & Flom, 333 West Wacker Drive, Chicago, Illinois 60606. The trustee of Carmel is Chiltern Trustees Limited. The agreement pursuant to which Carmel was established designates certain "Protectors" who must authorize any action taken by the trustee and who have the authority to discharge the trustee and to appoint substitute trustees. By virtue of their positions as such, each of the Protectors may be deemed to control Carmel. Potential beneficiaries of Carmel include certain charitable institutions, and under limited circumstances, certain members of the families of Jules Trump and Eddie Trump who are not citizens or residents of the United States. Page 5 of 11 The principal business of DTI is a holding company that is currently, and at all relevant times has been, engaged in the business of investing in securities for its own account. DTI has an address at 4000 Island Blvd., Williams Island, FL 33160. The principal business of CHC is a holding company that is currently, and at all relevant times has been, engaged in the business of investing in securities for its own account. CHC has an address at c/o Carmel Investment Fund, TK House, Bayside Executive Park, West Bay Street & Blake Road, Nassau, Bahamas. The name, business address, and present principal occupation or employment of each of the Protectors and each executive officer and director of the Reporting Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth in Appendix A hereto and incorporated herein by reference. None of Carmel, DTI, CHC, nor any Protector of Carmel or executive officer or director of DTI or CHC, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). None of Carmel, DTI, CHC, nor any Protector of Carmel or executive officer or director of DTI or CHC, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding it or he 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. To the best knowledge and belief of the Reporting Persons, the citizenship of each person named in Appendix A is set forth in Appendix A hereto, and is incorporated herein by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used by DTI in making the purchases described herein was internal funds of its parent corporation constituting financial reserves. The aggregate amount of the purchase price for the shares of Common Stock purchased by DTI was Seven Million Six Hundred Forty Seven Thousand One Hundred Eighty Eight Dollars ($7,647,188). The source of funds used by CHC in making the purchases described herein was internal funds of its parent corporation, constituting financial reserves. The aggregate amount of the purchase price for the shares of Common Stock purchased by CHC was Sixteen Million Seven Hundred Twenty Thousand Four Hundred Eighty Seven Dollars ($16,720,487). Carmel has not made any of the purchases described herein. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Persons have acquired the shares of Common Stock for investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision including the availability Page 6 of 11 of other investment opportunities of the Reporting Persons, each of the Reporting Persons may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or may dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders, officers or directors of the issuer regarding the issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected could result in the acquisition by them of additional shares of Common Stock or an extraordinary corporate transaction involving the issuer. Except to the extent that the foregoing may be deemed a plan or proposal, none of the Reporting Persons currently has any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer; (e) any material change in the present capitalization or dividend policy of the issuer; (f) any other material change in the issuer's business or corporate structure; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing any class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate and implement plans or proposals with respect to the foregoing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons may be deemed a group within the meaning of Rule 13d-5 under the Exchange Act and, therefore, each of the Reporting Persons may be deemed to be the beneficial owner, within the meaning of Rule 13d-3 of the Exchange Act, of all the shares beneficially owned by each member of the group, or an aggregate of 1,723,300 shares of Common Stock. This constitutes 7.09% of the outstanding shares of Common Stock. (b) The following information concerns the nature of each Reporting Person's beneficial ownership of shares of Common Stock: Sole power to vote or direct Shared power to vote or the vote/sole power to direct the vote/shared dispose or direct power to dispose or direct Name the disposition the disposition ---- --------------- --------------- The Carmel Trust 0 1,723,300 DTI Investments, LLC 0 391,600 Carmel Holding Co. 0 1,331,700 (c) Within the past sixty days, no transactions in the Common Stock were effected by The Carmel Trust or by DTI Investments, LLC Page 7 of 11 Within the past sixty days, the following transactions in Common Stock were effected by Carmel Holding Co.: Date of Number of Shares ------- ---------------- Transaction Acquired Disposed of Price Nature of Transaction ----------- -------- ----------- ----- --------------------- 10/05/01 100,000 0 $9.9640 Open market acquisition 10/08/01 100,000 0 $9.4988 Open market acquisition 10/09/01 29,600 0 $9.5746 Open market acquisition 10/10/01 260,500 0 $9.4565 Open market acquisition 10/11/01 100,000 0 $9.8000 Open market acquisition 10/12/01 121,600 0 $9.9000 Open market acquisition 10/18/01 185,000 0 $10.446 Open market acquisition 10/19/01 60,000 0 $10.500 Open market acquisition (d) No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock referred to above. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement pursuant to Rule 13d-1(f)(1)(iii). Page 8 of 11 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 19, 2001. THE CARMEL TRUST By: Chiltern Trustees Limited as Trustee of The Carmel Trust By: --------------------------------- Name: CG Malet de Carteret Title: Managing Director DTI INVESTMENTS, LLC By: --------------------------------- Name: Mark S. Hirsch Title: Senior Vice President CARMEL HOLDING CO. By: --------------------------------- Name: Robert Smith Title: Chairman Page 9 of 11 Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the Securities Exchange Act of 1934, as amended, we, the signatories of the statement on Schedule 13D to which this Agreement is an exhibit, do hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Dated: October 19, 2001. THE CARMEL TRUST By: Chiltern Trustees Limited as Trustee of The Carmel Trust By: --------------------------------- Name: CG Malet de Carteret Title: Managing Director DTI INVESTMENTS, LLC By: --------------------------------- Name: Mark S. Hirsch Title: Senior Vice President CARMEL HOLDING CO. By: --------------------------------- Name: Robert Smith Title: Chairman Page 10 of 11 APPENDIX A ---------- Set forth below is the name, present principal occupation or employment, business address and citizenship of each Protector of The Carmel Trust ("Carmel"), and of each director and executive officer of DTI Investments, LLC ("DTI") and Carmel Holding Co. ("CHC").

Principal Name and Occupation Positions Held or Employment Business Address Citizenship -------------- ------------- ---------------- ----------- Robert Smith Chairman and Chief Executive Carmel Investment Fund Canada Protector of Carmel Officer of Carmel Investment TK House, Bayside Exec Park Chairman, CEO and a Director Fund and CHC West Bay St. & Blake Road of CHC Nassau, Bahamas Gerrit van Riemsdijk Retired Beethovenstrasse Switzerland Protector of Carmel Former Chairman of Cantrade Postfach-970 Director of CHC Privatbank AG Zurich Zurich CH8039 Switzerland Saul Tobias Bernstein Chief Executive Officer and a P.O. Box 1234 South Africa Protector of Carmel Director of Laurel Johannesburg, South Africa 2000 Distributors PTY Limited CG Malet de Carteret Managing Director Chiltern Trustees Limited Great Britain Secretary of CHC WJB Chiltern Jersey Limited P.O. Box 148, Third Floor 38 Esplanade St. Helier, Jersey Channel Islands, JE4 8QL Jules Trump Co-Chairman The Trump Group United States Co-Chairman of DTI The Trump Group 4000 Island Blvd. Williams Island, FL 33160 Eddie Trump Co-Chairman The Trump Group United States Co-Chairman and a Director of The Trump Group 4000 Island Blvd. DTI Williams Island, FL 33160 James M. Lieb Executive Vice President The Trump Group United States Executive Vice President and The Trump Group P.O. Box 186 a Director of DTI East Brunswick, NJ 08816 Mark S. Hirsch Senior Vice President and The Trump Group United States Senior Vice President of General Counsel 405 Lexington Avenue DTI The Trump Group New York, NY 10174

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