SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 16)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Subject Company)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

256743105

(CUSIP Number of Class of Securities)

Vicki J. Vaniman, Esq.

Executive Vice President, General Counsel and Secretary

Dollar Thrifty Automotive Group, Inc.

5330 East 31st Street

Tulsa, Oklahoma 74135

(918) 660-7700

(Name, address and telephone number of person authorized to receive

notices and communications on behalf of the persons filing statement)

With copies to:

Paul J. Shim, Esq.

Matthew P. Salerno, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 16, which we refer to as the Amendment, amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time), which we refer to as the Schedule 14D-9, originally filed with the United States Securities and Exchange Commission, which we refer to as the SEC, by Dollar Thrifty Automotive Group, Inc., a Delaware corporation, which we refer to as Dollar Thrifty, on September 10, 2012. The Statement relates to the offer by HDTMS, Inc., a Delaware corporation and a wholly owned subsidiary of Hertz Global Holdings, Inc., a Delaware corporation, which entities we refer to, respectively, as Purchaser and Hertz, as disclosed in the Tender Offer Statement on Schedule TO dated September 10, 2012 (as amended or supplemented from time to time) filed by Purchaser with the SEC, to purchase all of the issued and outstanding shares of Dollar Thrifty common stock, par value $0.01 per share, for $87.50 in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 10, 2012 and the related Letter of Transmittal.

All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended to the extent specifically provided herein.

This Amendment is being filed to reflect certain updates as reflected below.

ITEM 8.  ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended by deleting the second and third paragraphs under the subsection entitled “U.S. Antitrust Clearance” and replacing them in their entirety with the following text:

“On November 15, 2012, Hertz announced that it has reached an agreement with the FTC allowing Hertz to complete its acquisition of Dollar Thrifty.  Under the terms of the proposed consent order that was approved by the FTC for public comment, Hertz is required to divest its Advantage business, selected airport concessions and certain other assets following the closing of the acquisition.”

ITEM 9.  EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit Number	Description
(a)(26)	Communication by Scott L. Thompson to Dollar Thrifty Employees, delivered on November 15, 2012 (filed herewith).
(a)(27)	Management Talking Points for Dollar Thrifty Field Management, delivered on November 15, 2012 (filed herewith).

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 15, 2012	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. (Registrant)
	By:	/s/ Vicki J. Vaniman                                                          Vicki J. Vaniman Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description
(a)(26)	Communication by Scott L. Thompson to Dollar Thrifty Employees, delivered on November 15, 2012 (filed herewith).
(a)(27)	Management Talking Points for Dollar Thrifty Field Management, delivered on November 15, 2012 (filed herewith).

EX-99.(A)(26)

Sent on behalf of Scott Thompson…

You may have heard today that the Federal Trade Commission (FTC) has approved Hertz’s acquisition of Dollar Thrifty. It has been a very long road, and Hertz has been working to obtain regulatory approval for quite some time.

So what happens next? Now that Hertz has obtained the FTC’s approval of the acquisition, it will move forward with the closing of the tender offer and the merger. The tender offer is currently set to expire on Friday, November 16, at 5 p.m., unless it is extended. Shortly after the tender offer expires, Hertz would be able to close the merger. This may all happen very quickly, possibly within a few days. We will be sure to update you when the transaction is complete. At that point, Hertz has told us that it will begin the analysis and development of plans for growth and expansion of our brands, though as mentioned before, no specifics have been defined at this time.

You may have noticed the flood of media reports on this acquisition, some containing facts and others containing misleading rumors. A few news stories have reported the divestiture of certain DTG airport locations, which I realize might be unsettling to hear for our field operations. The specific DTG locations the FTC is requiring Hertz to divest are not currently public information. Hertz has informed us that it will need to take some time before divesting any DTG locations. Hertz hopes to be able to continue operating both the Dollar and Thrifty brands at a number of these airports. During the divestiture process employees will be communicated to in advance to inform you what to expect.

I understand this can be a confusing and worrisome time as the details are sorted out. As always, I want to thank you for your continued patience, hard work and commitment to serving our customers.

Scott

ADDITIONAL INFORMATION

On September 10, 2012, Hertz filed with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO regarding the tender offer described herein and Dollar Thrifty filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”).  Investors and security holders of Dollar Thrifty are strongly advised to read the tender offer statement (as updated and amended) filed by Hertz with the SEC and Schedule 14D-9 filed by Dollar Thrifty with the SEC, because they contain important information that Dollar Thrifty’s stockholders should consider before tendering their shares.  The tender offer statement and other documents filed by Hertz and Dollar Thrifty with the SEC are available for free at the SEC’s web site (http://www.sec.gov).  Copies of Hertz’s filings with the SEC may be obtained at the SEC’s web site (http://www.sec.gov) or by directing a request to Hertz at (201) 307-2100.  Copies of Dollar Thrifty’s filings with the SEC are available free of charge on Dollar Thrifty’s website at www.dtag.com or by contacting Dollar Thrifty’s Investor Relations Department at 918-669-2236.  

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements”. Examples of forward-looking statements include information concerning Dollar Thrifty’s outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that Dollar Thrifty has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Dollar Thrifty believes are appropriate in these circumstances. Dollar Thrifty believes its judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.

Among other items, such factors could include: Hertz’s ability to obtain regulatory approval for and to consummate an acquisition of Dollar Thrifty; the risk that expected synergies, operational efficiencies and cost savings from a Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame; the risk that unexpected costs will be incurred in connection with the proposed Dollar Thrifty transaction; the retention of certain key employees of Dollar Thrifty may be difficult; and the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty.  Additional information concerning these and other factors can be found in Dollar Thrifty’s filings with the Securities and Exchange Commission, including Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Dollar Thrifty therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Dollar Thrifty or persons acting on behalf of Dollar Thrifty are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Dollar Thrifty does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

EX-99.(A)(27)

Sent on behalf of Jeff Cerefice…

Field management:

Please reference the following points when asked by employees about the possible airport location divestitures.

Management Talking Points to Address Dollar Thrifty Airport Location Divestitures

·   Hertz has informed us that its goal is that no Dollar Thrifty Field employee will be affected by rental counter divestitures until late February 2013 at the earliest.  The vast majority of employees will never be affected by divestitures at all.  

·   Hertz has also informed us that its goal is to maintain operations and keep jobs in every market where Dollar Thrifty currently has rental counters on airport, although in a few cities Dollar Thrifty may have to move off-airport temporarily to satisfy federal regulatory requirements.  

·   At this point, it is not possible to determine which locations will be affected. The specific DTG locations which the Federal Trade Commission is requiring Hertz to divest are not currently public information.  For competitive and legal reasons, the process to divest those DTG airport locations will require very detailed steps.  

·   During the divestiture process, teams who are responsible for IT, back office, HR, Finance and Operations will be communicated to in advance to plan for the divestiture and transition to the acquiring company.    

·   Today, and for the immediate future, all employees at Dollar Thrifty locations are still DTG employees and an important part of servicing DTG customers.  

ADDITIONAL INFORMATION

On September 10, 2012, Hertz filed with the United States Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO regarding the tender offer described herein and Dollar Thrifty filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”).  Investors and security holders of Dollar Thrifty are strongly advised to read the tender offer statement (as updated and amended) filed by Hertz with the SEC and Schedule 14D-9 filed by Dollar Thrifty with the SEC, because they contain important information that Dollar Thrifty’s stockholders should consider before tendering their shares.  The tender offer statement and other documents filed by Hertz and Dollar Thrifty with the SEC are available for free at the SEC’s web site (http://www.sec.gov).  Copies of Hertz’s filings with the SEC may be obtained at the SEC’s web site (http://www.sec.gov) or by directing a request to Hertz at (201) 307-2100.  Copies of Dollar Thrifty’s filings with the SEC are available free of charge on Dollar Thrifty’s website at www.dtag.com or by contacting Dollar Thrifty’s Investor Relations Department at 918-669-2236.  

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements”. Examples of forward-looking statements include information concerning Dollar Thrifty’s outlook, anticipated revenues and results of operations, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements often include words such as “believe,” “expect,” “project,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “would,” “should,” “could,” “forecasts” or similar expressions. These statements are based on certain assumptions that Dollar Thrifty has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Dollar Thrifty believes are appropriate in these circumstances. Dollar Thrifty believes its judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative.

Among other items, such factors could include: Hertz’s ability to obtain regulatory approval for and to consummate an acquisition of Dollar Thrifty; the risk that expected synergies, operational efficiencies and cost savings from a Dollar Thrifty acquisition may not be fully realized or realized within the expected time frame; the risk that unexpected costs will be incurred in connection with the proposed Dollar Thrifty transaction; the retention of certain key employees of Dollar Thrifty may be difficult; and the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty.  Additional information concerning these and other factors can be found in Dollar Thrifty’s filings with the Securities and Exchange Commission, including Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Dollar Thrifty therefore cautions you against relying on these forward-looking statements. All forward-looking statements attributable to Dollar Thrifty or persons acting on behalf of Dollar Thrifty are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Dollar Thrifty does not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.