SC 13D/A 1 v322674_sc13d-a.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Dollar Thrifty Automotive Group, Inc.

-------------------------------------

(Name of Issuer)

 

Common Stock, par value $0.01 per share

----------------------------------------------------------

(Title of Class of Securities)

 

256743105

-------------------

(CUSIP Number)

 

Richard P. Swanson, Esq.
York Capital Management Global Advisors, LLC
767 Fifth Avenue, 17th Floor

New York, New York 10153

Telephone: (212) 300-1300

 

With copies to:

Robert E. Holton, Esq.

Arnold & Porter LLP

399 Park Avenue

New York, New York 10022
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 27, 2012

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(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 §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box [X].

 

 
 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

CUSIP No. 256743105 13D
 
1) NAMES OF REPORTING PERSONS
 
York Capital Management Global Advisors, 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  New York

 

NUMBER OF 7)  SOLE VOTING POWER                 3,809,437
SHARES  
BENEFICIALLY 8)  SHARED VOTING POWER                      -0-
OWNED BY  
EACH 9)  SOLE DISPOSITIVE POWER            3,809,437
REPORTING  
PERSON WITH 10) SHARED DISPOSITIVE POWER                   -0-
 

 

11) AGGREGATE AMOUNT BENEFICIALLY OWNED            3,809,437
    BY EACH REPORTING PERSON
 
12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES OF COMMON STOCK (SEE INSTRUCTIONS)

[ ]

 
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
    Approximately 13.7%
 

14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

 

 
 

This Amendment No. 2 to Schedule 13D (this “Amendment”) supplements and amends, but is not a complete restatement of, the Schedule 13D (the “Schedule 13D”) filed by York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA”), with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2011 as amended by the Schedule 13D Amendment No. 1 (the “Amendment No. 1”) filed by YGA with the SEC on June 16, 2011, relating to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Dollar Thrifty Automotive Group, Inc. (the “Company”). This Amendment should be read in conjunction with the Schedule 13D and Amendment No. 1. Capitalized terms used in this Amendment but not otherwise defined in this Amendment have the respective meanings ascribed to them in the Schedule 13D and Amendment No. 1. The Schedule 13D and Amendment No. 1 are supplemented and amended as follows:

 

Item 2. Identity and Background

 

(a) This Statement is being filed by York Capital Management Global Advisors, LLC, a New York limited liability company (“YGA” or the “Reporting Person”), with respect to:

 

(i) 712,581 shares of Common Stock directly owned by York Capital Management, L.P., a Delaware limited partnership (“York Capital”);

 

(ii) 1,240,560 shares of Common Stock directly owned by York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”);

 

(iii) 211,084 shares of Common Stock directly owned by York Global Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Global Value”);

 

(iv) 69,120 shares of Common Stock directly owned by Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“Jorvik”);

 

(v) 468,368 shares of Common Stock directly owned by York Select, L.P., a Delaware limited partnership (“York Select”);

 

(vi) 385,863 shares of Common Stock directly owned by York Select Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Select Master”); and

 

(vii) 721,861 shares of Common Stock directly owned by certain accounts managed by York Managed Holdings, LLC (“York Managed Holdings”) or York UCITS Holdings, LLC (“York UCITS Holdings”) (such accounts, the “Managed Accounts”).

 

YGA, the sole managing member of the general partner of each of York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select and York Select Master and the sole managing member of York Managed Holdings and York UCITS Holdings, exercises investment discretion over such investment funds and the Managed Accounts and accordingly may be deemed to have beneficial ownership over the shares of Common Stock directly owned by such investment funds and the Managed Accounts.

 
 

 

James G. Dinan is the chairman and one of two senior managers of YGA. Daniel A. Schwartz is also a senior manager of YGA.

 

Dinan Management, L.L.C., a New York limited liability company (“Dinan Management”), is the general partner of York Capital, York Multi-Strategy and Jorvik. YGA is the sole managing member of Dinan Management.

 

York Select Domestic Holdings, LLC, a New York limited liability company (“York Select Domestic Holdings”), is the general partner of York Select and York Select Master. YGA is the sole managing member of York Select Domestic Holdings.

 

York Global Value Holdings, LLC, a New York limited liability company (“York Global Value Holdings”), is the general partner of York Global Value. YGA is the sole managing member of York Global Value Holdings.

 

The name of each director and each executive officer of YGA is set forth on Exhibit 1 to this Statement, which is incorporated herein by reference.

 

(b) The principal business office address of each of YGA, York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select, York Select Master, York Managed Holdings, York UCITS Holdings, Dinan Management, York Select Domestic Holdings, York Global Value Holdings, James G. Dinan and Daniel A. Schwartz is:

 

c/o York Capital Management

767 Fifth Avenue, 17th Floor

New York, New York 10153

 

The business address of each other person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which is incorporated herein by reference.

 

(c) YGA provides investment management services to certain investment funds and accounts for which it has discretionary investment authority.

 

Each of York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select and York Select Master is a privately owned investment limited partnership in the principal business of purchasing for investment trading purposes securities and other financial instruments.

 

Dinan Management is a privately owned limited liability company in the principal business of acting as the general partner of York Capital, York Multi-Strategy and Jorvik and the general partner or manager of certain other private investment funds.

 
 

 

York Select Domestic Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Select and York Select Master and the manager of one other private investment fund.

 

York Global Value Holdings is a privately owned limited liability company in the principal business of acting as the general partner of York Global Value and the general partner or manager of certain other private investment funds.

 

York Managed Holdings is a privately owned limited liability company in the principal business of acting as the manager of certain separately managed client investment accounts.

 

York UCITS Holdings is a privately owned limited liability company in the principal business of acting as the manager of certain sub-funds of non-U.S. investment companies that are subject to regulation under applicable European Union directives.

 

The present principal occupation or employment of each other person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which is incorporated herein by reference.

 

(d)-(e) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any other person named in Item 2(a) above has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

 

(f) The citizenship of each natural person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, which is incorporated herein by reference.

 

Item 3. Source and Amount of Funds or Other Consideration

 

As of August 29, 2012, the aggregate amount of funds used to purchase the securities of the Company listed in Item 5(a)(i) was approximately $213,665,384.

 

The source of the funds used by the Reporting Person for the purchase of the securities of the Company listed in Item 5(a)(i) was the respective working capital of the following advisory clients of the Reporting Person: (i) approximately $40,376,601 of working capital of York Capital; (ii) approximately $70,574,324 of working capital of York Multi-Strategy; (iii) approximately $10,688,402 of working capital of York Global Value; (iv) approximately $3,797,890 of working capital of Jorvik; (v) approximately $23,828,359 of working capital of York Select; (vi) approximately $19,522,244 of working capital of York Select Master; and (vii) approximately $44,877,565 of working capital of the Managed Accounts. Working capital in each of these cases was provided by capital contributions of partners, unitholders or shareholders, as the case may be, and internally generated funds.

 
 

 

Item 4. Purpose of Transaction

 

The Reporting Person acquired the securities of the Company described in Item 5 of this Statement for investment purposes only, and continues to hold them for investment purposes only.  The Reporting Person will review the Reporting Person’s investment in the Company on a continuing basis. 

 

On August 26, 2012, Hertz Global Holdings Inc. (“Hertz”) and the Company announced that they have entered into an agreement under which Hertz is to acquire the Company for $87.50 per share in cash.  The Reporting Person reserves the right to trade in the shares of Common Stock (or related derivatives), in open market or private transactions, if in its judgment such transactions are advisable.  The Reporting Person also reserves the right to consider, and engage in discussions with management and other stockholders of the Company regarding, any plan or proposal that may hereafter be announced by a third party, if any.

 

Item 5. Interest in Securities of the Issuer

 

(a) (i) YGA may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 3,809,437 shares of Common Stock, which constitute approximately 13.7% of the issued and outstanding shares of Common Stock.

 

(ii) York Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 712,581 shares of Common Stock, which constitute approximately 2.6% of the issued and outstanding shares of Common Stock. As the general partner of York Capital, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Capital.

 

(iii) York Multi-Strategy may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 1,240,560 shares of Common Stock, which constitute approximately 4.5% of the issued and outstanding shares of Common Stock. As the general partner of York Multi-Strategy, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Multi-Strategy.

 

(iv) York Global Value may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 211,084 shares of Common Stock, which constitute approximately 0.8% of the issued and outstanding shares of Common Stock. As the general partner of York Global Value, York Global Value Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Global Value.

 

 
 

(v) Jorvik may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 69,120 shares of Common Stock, which constitute approximately 0.2% of the issued and outstanding shares of Common Stock. As the general partner of Jorvik, Dinan Management may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Jorvik.

 

(vi) York Select may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 468,368 shares of Common Stock, which constitute approximately 1.7% of the issued and outstanding shares of Common Stock. As the general partner of York Select, York Select Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Select.

 

(vii) York Select Master may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 385,863 shares of Common Stock, which constitute approximately 1.4% of the issued and outstanding shares of Common Stock. As the general partner of York Select Master, York Select Domestic Holdings may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by York Select Master.

 

(viii) York Managed Holdings may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 300,073 shares of Common Stock, which constitute approximately 1.1% of the issued and outstanding shares of Common Stock.

 

(ix) York UCITS Holdings may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 421,788 shares of Common Stock, which constitute approximately 1.5% of the issued and outstanding shares of Common Stock.

 

(x) To the knowledge of the Reporting Person, except as described above, no shares of Common Stock are beneficially owned, or may be deemed to be beneficially owned, by any of the persons named on Exhibit 1 to this Statement.

 

The number of shares of Common Stock beneficially owned and the percentage of outstanding shares of Common Stock represented thereby, for each person named above, have been computed in accordance with Rule 13d-3 under the Exchange Act. The percentages of ownership described above are based on 27,866,943 shares of Common Stock issued and outstanding as of August 22, 2012 as reported in Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on August 27, 2012.

 

(b) (i) YGA may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 3,809,437 shares of Common Stock.

 

(ii) York Capital may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 712,581 shares of Common Stock. As the general partner of York Capital, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 
 

 

(iii) York Multi-Strategy may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 1,240,560 shares of Common Stock. As the general partner of York Multi-Strategy, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 

(iv) York Global Value may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 211,084 shares of Common Stock. As the general partner of York Global Value, York Global Value Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 

(v) Jorvik may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 69,120 shares of Common Stock. As the general partner of Jorvik, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 

(vi) York Select may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 468,368 shares of Common Stock. As the general partner of York Select, York Select Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 

(vii) York Select Master may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 385,863 shares of Common Stock. As the general partner of York Select Master, York Select Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of such shares of Common Stock.

 

(viii) York Managed Holdings may be deemed to have the sole power to dispose of, vote or direct the disposition or vote of 300,073 shares of Common Stock.

 

(ix) York UCITS Holdings may be deemed to have the sole power to dispose of, vote or direct the disposition or vote of 421,788 shares of Common Stock.

 

(x) To the knowledge of the Reporting Person, none of the persons named on Exhibit 1 to this Statement has, or may be deemed to have, any power to dispose of, direct the disposition of, vote or direct the vote of any shares of Common Stock.

 

(c) The following table sets forth all transactions with respect to the Common Stock effected during the past sixty (60) days by the Reporting Person. All such transactions were effected in the open market.

 

 
 

 

Date of Transaction No. of Shares Price per Share (dollars) (1)   Transaction Type
August 8, 2012 25,600 76.3928 (2) Sale
August 9, 2012 70,000 76.4400   Sale
August 14, 2012 81,700 74.1673 (3) Sale
August 15, 2012 34,527 74.9827 (4) Sale
August 27, 2012 1,269,813 86.9611 (5) Sale

___

(1)The prices per share reflected in this table are gross prices which do not take into account brokerage commissions or other costs of execution.
(2)This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $76.3631 to $76.8700. The Reporting Persons undertake to provide upon request by the staff of the SEC full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in footnotes (2) through (5) to this table.
(3)This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $74.0324 to $74.1861.
(4)This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $74.4022 to $75.7818.
(5)This price per share is a weighted average price. These shares of Common Stock were sold in multiple transactions at prices ranging from $86.9506 to $86.9762.

 

(d) The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this Statement as beneficially owned by the Reporting Person is held by York Capital, York Multi-Strategy, York Global Value, Jorvik, York Select, York Select Master or the Managed Accounts, as the case may be, as the advisory clients of such Reporting Person. In accordance with Rule 13d-4 under the Exchange Act, the filing of this Statement shall not be construed as an admission that the Reporting Person or any other person named in this Statement is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any shares of Common Stock reported in this Statement.

 

Except as set forth in this Item 5(d), to the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any other shares of Common Stock deemed to be beneficially owned by the Reporting Person.

 

(e) Not applicable.

 

Item 7.  Material to Be Filed as Exhibits

 

The exhibits listed on the Index of Exhibits of this Statement are filed herewith.

 

 

 
 

SIGNATURE

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

 

Dated:  August 29, 2012

 

YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC

 

 

By:    /s/ Richard P. Swanson, Esq.              

Richard P. Swanson, Esq.

General Counsel

 

 
 


INDEX OF EXHIBITS

 

Exhibit No. Description
   
1 Directors and Executive Officers of York Capital Management Global Advisors, LLC.

 

 
 


EXHIBIT 1

 

DIRECTORS AND EXECUTIVE OFFICERS OF
YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC

 

 

Name Title Principal Business Address Principal Occupation Citizenship
James G. Dinan Chief Executive Officer 767 Fifth Avenue - 17th Fl.
New York, New York  10153		 Investment management USA
John J. Fosina Chief Financial Officer 767 Fifth Avenue - 17th Fl.
New York, New York  10153		 Investment management USA
Daniel A. Schwartz Chief Investment Officer 767 Fifth Avenue - 17th Fl.
New York, New York  10153		 Investment management Canada
Richard P. Swanson General Counsel 767 Fifth Avenue - 17th Fl.
New York, New York  10153		 Investment management USA
Jeffrey A. Weber President 767 Fifth Avenue - 17th Fl.
New York, New York  10153		 Investment management USA