11-K 1 0001.txt FORM 11-K FOR THE YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------------------------- U.S. 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, 1999 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) -------------------------------------------------------------------------------- -1- 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, 1999 and 1998. 2. An audited statement of changes in net assets available for benefits for the fiscal years ended December 31, 1999, 1998 and 1997. -2- DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN TABLE OF CONTENTS -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 4 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997: Statements of Net Assets Available for Benefits 5 Statements of Changes in Net Assets Available for Benefits 6 Notes to Financial Statements 7 - 10 SUPPLEMENTARY SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999: Schedule H Line 4i - Schedule of Assets Held for Investment Purposes at End of Year 11 Schedule H Line 4j - Schedule of Reportable Transactions 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, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years ended December 31, 1999, 1998 and 1997. 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, 1999 and 1998, and the changes in net assets available for benefits for the years ended December 31, 1999, 1998 and 1997 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 1999 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 22, 2000 -4- DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- ASSETS 1999 1998 INVESTMENTS, at fair value $ 34,805,113 $ 26,854,599 RECEIVABLES: Contributions receivable - employers 26,299 7,159 Contributions receivable - participants 81,099 16,441 Accrued investment income 21,798 16,382 ------------ ------------ Total receivables 129,196 39,982 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 34,934,309 $ 26,894,581 ============ ============ 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, 1999, 1998 AND 1997 -------------------------------------------------------------------------------- 1999 1998 1997 ADDITIONS TO NET ASSETS: Contributions: Participants $ 4,617,030 $ 4,074,098 $ 3,297,054 Employers 1,397,349 1,150,353 913,923 Rollovers 535,322 355,852 438,383 ----------- ----------- ----------- 6,549,701 5,580,303 4,649,360 Investment income: Net appreciation in fair value of investments 3,793,322 1,448,709 978,555 Interest and dividends 627,186 2,513,109 1,984,815 ---------- ---------- ----------- 4,420,508 3,961,818 2,963,370 ---------- ---------- ----------- Total additions 10,970,209 9,542,121 7,612,730 DEDUCTIONS FROM NET ASSETS: Distributions to participants 2,861,190 1,947,315 1,494,658 Administrative expenses 69,291 20,200 13,030 ----------- ----------- ----------- Total deductions 2,930,481 1,967,515 1,507,688 ----------- ----------- ----------- NET INCREASE 8,039,728 7,574,606 6,105,042 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 26,894,581 19,319,975 13,214,933 ----------- ----------- ----------- End of year $34,934,309 $26,894,581 $19,319,975 =========== =========== =========== See notes to financial statements. -6- DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 -------------------------------------------------------------------------------- 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. The matching contributions can not exceed 5% of the participant's eligible compensation. During 1999, the employers approved the following changes to the matching contribution: in 2000, the matching contribution can not exceed 6% of the participant's eligible compensation, in 2001, the matching contribution can not exceed 6% of the participant's eligible compensation with one-third of the match being company stock and in 2002, the matching contribution can not exceed 6% of the participant'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, 1999 and 1998, $133,995 and $153,252, 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 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 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 emerging 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 $69,291, $20,200 and $13,030 in administrative expenses paid by the Plan from unallocated forfeitures in 1999, 1998 and 1997, respectively. BY FUND INFORMATION - The Plan has adopted Statement of Position 99-3, ACCOUNTING AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE MATTERS, which changes the required disclosures for plans with participant-directed investment programs. As a result, the by-fund disclosures of participant-directed investment programs are not presented. MANAGEMENT ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. RECLASSIFICATIONS - Certain reclassifications have been made in the 1998 and 1997 financial statements to conform to the classifications used in 1999. 2. INVESTMENTS The following table presents investments that represent five percent or more of the Plan's net assets:
December 31, 1999 December 31, 1998 ------------------------------- ------------------------------- Units, Shares Units, Shares or Principal Fair or Principal Fair Amount Value Amount Value SEI S&P 500 Index Portfolio 254,249 $ 11,568,347 212,378 $ 8,163,813 Dreyfus Appreciation Fund 160,092 7,320,988 - - INVESCO Balanced Fund 270,194 4,809,460 - - SEI Prime Obligation Cash Fund 3,387,131 3,387,131 2,867,877 2,867,877 T. Rowe Price New Horizons Fund 121,755 3,351,907 103,131 2,407,078 Participant loans $ 1,861,959 1,861,959 $ 1,548,826 1,548,826 SEI Capital Appreciation Fund - - 472,289 6,290,894 SEI Balanced Fund - - 283,048 3,620,186
The fair value of investments is based on year-end closing prices and, as a result of current market conditions such values may have changed. -9- During the years ended December 31, 1999, 1998 and 1997, the Plan's investments (including investments bought, sold, and held during the year) appreciated in fair value as determined by market quote as follows:
December 31, --------------------------------------- 1999 1998 1997 Registered investment companies $ 3,766,055 $ 1,448,709 $ 978,555 Common stock 27,267 - - ----------- ----------- --------- Net appreciation in fair value of investments $ 3,793,322 $ 1,448,709 $ 978,555 =========== =========== =========
3. TAX STATUS The Plan obtained its latest determination letter on January 3, 1995, in which the Internal Revenue Service 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. 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 H LINE 4i SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 1999 ------------------------------------------------------------------------------------------------------------------------------------ (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, 133,995 units $ 133,995 $ 133,995 Dreyfus Dreyfus Appreciation Fund, 160,092 units 6,867,798 7,320,988 INVESCO Capital Management, Inc. INVESCO Balanced Fund, 270,194 units 4,401,475 4,809,460 SEI Corporation SEI Prime Obligation Cash Fund, 3,387,131 units 3,387,131 3,387,131 SEI Corporation SEI Bond Index Fund, 118,120 units 1,228,383 1,183,564 SEI Corporation SEI S&P 500 Index Portfolio, 254,249 units 7,706,637 11,568,347 T. Rowe Price Investment Services, Inc. T. Rowe Price New Horizons Fund, 121,755 units 2,813,651 3,351,907 Templeton Mutual Funds Templeton Foreign Fund, 98,137 units 972,834 1,101,099 * Dollar Thrifty Automotive Group, Inc. Dollar Thrifty Automotive Group, Inc. Stock, 3,620 shares 83,263 86,663 ---------- ---------- 27,595,167 32,943,154 * Plan participants Participant loans (1) 1,861,959 1,861,959 ---------- ---------- Total investments $29,457,126 $34,805,113 =========== =========== * 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, 1999 range from 6.5% to 9.0% with maturities through October 2014.
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN SCHEDULE H LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1999 ------------------------------------------------------------------------------------------------------------------------------------ (c) (d) (g) (i) Purchase Selling Cost Net Gain Price Price of Asset or (Loss) (a) IDENTITIES OF PARTIES INVOLVED - SEI Corporation Dreyfus INVESCO Capital Management, Inc. (b) DESCRIPTION OF ASSETS: Single Transactions Involving an amount in excess of 5% of the current value of plan net assets at the beginning of the year ------------------------------------ SEI Capital Appreciation Fund Sale $ - $ 6,481,195 $ 7,114,514 $ (633,319) SEI Balanced Fund Sale - 3,706,055 3,792,172 (86,117) Dreyfus Appreciation Fund Purchase 6,481,195 - 6,481,195 - INVESCO Balanced Fund Purchase 3,706,055 - 3,706,055 -
-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, 2000 By: /S/ STEVEN B. HILDEBRAND --------------------------------- Name: Steven B. Hildebrand Title: Executive Vice President and Chief Financial Officer -13- INDEX TO EXHIBITS ----------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 23.8 Consent of Deloitte & Touche LLP regarding Registration Statement on Form S-8, Registration No. 333-89189 -14-