8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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) September 13, 2010 (September 10, 2010)

Hertz Global Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33139	20-3530539
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 Brae Boulevard Park Ridge, New Jersey	07656-0713
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (201) 307-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendment No.1 to the Agreement and Plan of Merger

On September 10, 2010, Hertz Global Holdings, Inc. (“Hertz Holdings”), HDTMS, Inc., a wholly owned subsidiary of Hertz Holdings (“Merger Sub”), and Dollar Thrifty Automotive Group, Inc. (“DTAG”) entered into an amendment (the “Amendment”) to the previously executed Agreement and Plan of Merger (the “Merger Agreement”) dated April 25, 2010. Under the Merger Agreement, as originally executed, Hertz Holdings will acquire DTAG through a merger of Merger Sub with and into DTAG (the “Merger”) for a purchase price of $41.00 per share, comprised of 20% stock consideration and 80% cash consideration.  Pursuant to the Merger Agreement, the cash consideration will be paid in two components: (1) a $200 million special cash dividend in an amount equal to the special dividend per share amount (estimated at $6.87) for each share of DTAG common stock to be paid by DTAG immediately prior to the transaction closing and (2) $32.80 less the special dividend per share amount to be paid by Hertz Holdings at the transaction closing.  The Amendment provides for a $10.80 increase in the per share cash Merger consideration to be paid by Hertz Holdings to DTAG stockholders from $32.80 less the special dividend per share amount to $43.60 less the special dividend per share amount.  The Amendment does not affect the stock consideration and does not amend the Merger Agreement in any other respect.

Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Hertz Holdings on April 26, 2010, remains in full force and effect as originally executed on April 25, 2010. The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of Hertz Holdings and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) Hertz Holdings and DTAG may be unable to obtain stockholder or regulatory approvals required for the merger or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed merger may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of Hertz Holdings and DTAG; (4) the proposed merger may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed merger; and (6) the industry may be subject to future risks that are described in SEC reports filed by Hertz Holdings. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Hertz Holdings. Hertz Holdings assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Hertz Holdings filed with the SEC a registration statement on Form S-4 (SEC file number 333-167085) that includes a preliminary prospectus of Hertz Holdings and a preliminary proxy statement of DTAG.  The registration statement was declared effective by the SEC on August 16, 2010, and the proxy statement/prospectus has been mailed to DTAG stockholders on or about August 17, 2010.  Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain, or will contain, important information about Hertz Holdings, DTAG and the proposed merger. Investors and security holders may obtain these documents (and any other documents filed by Hertz Holdings or DTAG with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Hertz Holdings may be obtained free of charge on Hertz Holdings’ internet website at www.hertz.com or by contacting Hertz Holdings’ Investor Relations Department at 201-307-2100. Copies of the documents filed with the SEC by DTAG will be available free of charge on DTAG’s internet website at www.dtag.com or by contacting DTAG’s Investor Relations Department at 918-669-2119. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.

Hertz Holdings, DTAG and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of DTAG in favor of the proposed merger. Information about the executive officers and directors of Hertz Holdings and their ownership of Hertz Holdings common stock is set forth in the proxy statement for Hertz Holdings’ 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 9, 2010. Information about the executive officers and directors of DTAG and their ownership of DTAG common stock is set forth in DTAG’s proxy statement for its 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2010. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Hertz Holdings, DTAG and their respective executive officers and directors in the proposed merger by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.

ITEM 8.01 OTHER EVENTS

On September 12, 2010, Hertz Holdings and DTAG issued a joint press release announcing the execution of the Amendment. A copy of this joint press release is included herein as Exhibit 99.1 and is incorporated herein by reference.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits.  The following Exhibits are filed herewith as part of this report:

Exhibit	Description
2.1	Amendment No. 1, dated September 10, 2010, to the Agreement and Plan of Merger dated April 25, 2010.
99.1	Press release issued jointly by Hertz Global Holdings, Inc. and Dollar Thrifty Automotive Group, Inc., dated September 12, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HERTZ GLOBAL HOLDINGS, INC.
	(Registrant)
	By:	/s/ Elyse Douglas
		Name:	Elyse Douglas
		Title:	Executive Vice President and Chief Financial Officer
Date: September 13, 2010

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EX-2.1

Exhibit 2.1

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 (this “Amendment”), dated as of September 10, 2010, to the Agreement and Plan of Merger, dated as of April 25, 2010, by and among Hertz Global Holdings, Inc., a Delaware corporation (“Parent”), HDTMS, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Dollar Thrifty Automotive Group, Inc., a Delaware corporation (the “Company”) (the “Merger Agreement”), is made and entered into by Parent, Merger Sub and the Company.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Merger Agreement.

WHEREAS, Parent, Merger Sub and the Company desire to amend certain terms of the Merger Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

Section 1.  Merger Consideration.  Section 2.01(a)(i)(B) of the Merger Agreement shall be amended by deleting the number “$32.80” and replacing it with the number “$43.60”.

Section 2.  Confirmation of Merger Agreement.  Other than as expressly modified pursuant to this Amendment, all of the terms, covenants and other provisions of the Merger Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.

Section 3.  References.  All references to the Merger Agreement (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) shall refer to the Merger Agreement as amended by this Amendment.  Notwithstanding the foregoing, references to the date of the Merger Agreement, as amended hereby, shall in all instances continue to refer to April 25, 2010, references to “the date hereof” and “the date of this Agreement” shall continue to refer to April 25, 2010.

Section 4.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument and shall bind and inure to the benefit of the parties and their respective successors and assigns.

Section 5.  Miscellaneous. The provisions of Article IX of the Merger Agreement shall apply to this Amendment mutatis mutandis.

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IN WITNESS WHEREOF, the Company, Parent and Merger Sub have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

HERTZ GLOBAL HOLDINGS, INC.
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Executive Vice President and Chief Financial Officer
HDTMS, INC.
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President, Chief Financial Officer and Treasurer
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
By:	/s/ Scott L. Thompson
	Name: Scott L. Thompson
	Title: President and Chief Executive Officer

Signature to Amendment No. 1

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE
	HERTZ AND DOLLAR THRIFTY AGREE TO $50 PER SHARE OFFER
	Companies to Proceed Expeditiously to Secure Shareholder Vote
	Hertz Commences Divestiture of Advantage Rent-a-Car
	PARK RIDGE, NJ, and TULSA, OK, Sept. 12, 2010 — Hertz Global Holdings, Inc.  (NYSE: HTZ) (“Hertz”) and Dollar Thrifty Automotive Group, Inc. (NYSE: DTG) (“Dollar Thrifty”) today jointly announced an agreement to amend their merger agreement to  provide for Hertz to acquire Dollar Thrifty for an increased purchase price of $50.00 per share, valued at the Friday, September 10, 2010 closing price of Hertz stock of $10.05, consisting of $43.60 in cash (including approximately $6.87 per share to be paid by Dollar Thrifty as a special cash dividend immediately prior to the transaction closing) and 0.6366 of a share of Hertz common stock.  The revised price represents an increase of $10.80 per share in the cash consideration to be paid to Dollar Thrifty shareholders. The other key provisions of the original merger agreement are unchanged, including a $44.6 million reverse termination fee payable to Dollar Thrifty if required antitrust clearance is not obtained.  As an additional step to facilitate the prompt closing of the transaction, Hertz announced it has begun the process of divesting Advantage Rent-a-Car. Dollar Thrifty has postponed its special meeting of shareholders with respect to the merger, previously scheduled to occur on September 16, 2010, to September 30, 2010, to allow shareholders sufficient time to consider the revised terms of the merger agreement.  Further details regarding such revised terms, as well as the place and time of the special meeting, will be furnished to Dollar Thrifty shareholders in the near future. Commenting on the revised merger agreement, Mark P. Frissora, Hertz’s Chairman and Chief Executive Officer, and Thomas P. Capo, Dollar Thrifty’s Chairman of the Board, said, “We are pleased to reach an agreement that reflects the significant improvement in Dollar Thrifty’s operating performance since the initial merger agreement was executed on April 25, 2010, and is further supported by Hertz’s divestiture commitment to assure timely completion of the transaction.  We believe a combination of our companies is in the best interest of our respective stakeholders. Our companies will work together to secure a favorable shareholder vote as soon as possible and to ensure a smooth transition for our organizations after deal closure.” Mr. Frissora added, “We have begun the process of divesting Advantage Rent-a-Car, and we already have received interest from several unsolicited parties.  It is clear to us that brand divestiture will be required to complete a transaction involving Dollar Thrifty that satisfies regulators’ concerns.  Such an outcome was contemplated in our initial merger agreement, and is carried forward in the revised agreement.  Divesting Advantage will increase deal certainty, which has always been a critical element in any transaction involving Dollar Thrifty.” Finally, Hertz has announced that its Investor Day, previously scheduled for September 30, 2010, will be rescheduled for a later date.

ABOUT HERTZ

Hertz is the largest worldwide airport general use car rental brand operating from more than 8,300 locations in 146 countries worldwide. Hertz is the number one airport car rental brand in the U.S. and at 81 major airports in Europe, operating both corporate and licensee locations in cities and airports in North America, Europe, Latin America, Asia, Australia and New Zealand. In addition, the Company has licensee locations in cities and airports in Africa and the Middle East. Product and service initiatives such as Hertz #1 Club Gold(R), NeverLost(R) customized, onboard navigation systems, SIRIUS XM Satellite Radio, and unique cars and SUVs offered through the Company’s Prestige, Fun and Green Collections, set Hertz apart from the competition. The Company also operates the Advantage car rental brand at 26 airports in the U.S., global car sharing club, Connect by Hertz, in New York City, Berlin, London, Madrid and Paris. Hertz also operates one of the world’s largest equipment rental businesses, Hertz Equipment Rental Corporation, offering a diverse line of equipment, including tools and supplies, and new and used equipment for sale, to customers ranging from major industrial companies to local contractors and consumers from approximately 325 branches in the United States, Canada, China, France, Spain and Italy.

ABOUT DOLLAR THRIFTY

Through its Dollar Rent A Car and Thrifty Car Rental brands, Dollar Thrifty has been serving value-conscious leisure and business travelers since 1950. Dollar Thrifty maintains a strong presence in domestic leisure travel in virtually all of the top U.S. and Canadian airport markets, and also derives a significant portion of its revenue from international travelers to the U.S. under contracts with various international tour operators. Dollar and Thrifty have approximately 300 corporate locations in the United States and Canada, with approximately 6,000 employees located mainly in North America. In addition to its corporate operations, Dollar Thrifty maintains global service capabilities through an expansive franchise network of over 1,250 franchises in 81 countries. For additional information, visit www.dtag.com or the brand sites at www.dollar.com and www.thrifty.com.

FORWARD-LOOKING STATEMENTS

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of Hertz and Dollar Thrifty and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that (1) Hertz and Dollar Thrifty may be unable to obtain stockholder or regulatory approvals required for the merger or may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals; (2) the length of time necessary to consummate the proposed merger may be longer than anticipated; (3) problems may arise in successfully integrating the businesses of Hertz and Dollar Thrifty; (4) the proposed merger may involve unexpected costs; (5) the businesses may suffer as a result of uncertainty surrounding the proposed merger; and (6) the industry may be subject to future risks that are described in SEC reports filed by Hertz and Dollar Thrifty. Because forward-looking statements involve risks and uncertainties, actual results and events may differ materially from results and events currently expected by Hertz and Dollar Thrifty. Neither Hertz nor Dollar Thrifty assumes any obligation and expressly disclaims any duty to update the information contained herein except as required by law.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

In connection with the proposed merger, Hertz filed with the SEC a registration statement on Form S-4 (SEC file number 333-167085) that includes a preliminary prospectus of Hertz and a preliminary proxy

statement of Dollar Thrifty. The registration statement was declared effective by the SEC on August 16, 2010, and the proxy statement/prospectus has been mailed to Dollar Thrifty stockholders on or about August 17, 2010. Investors and security holders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain, or will contain, important information about Hertz, Dollar Thrifty and the proposed merger. Investors and security holders may obtain these documents (and any other documents filed by Hertz or Dollar Thrifty with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by Hertz may be obtained free of charge on Hertz’s internet website at www.hertz.com or by contacting Hertz’s Investor Relations Department at 201-307-2100. Copies of the documents filed with the SEC by Dollar Thrifty will be available free of charge on Dollar Thrifty’s internet website at www.dtag.com or by contacting Dollar Thrifty’s Investor Relations Department at 918-669-2119. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger.

Hertz, Dollar Thrifty and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Dollar Thrifty in favor of the proposed merger. Information about the executive officers and directors of Hertz and their ownership of Hertz common stock is set forth in the proxy statement for Hertz’s 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 9, 2010. Information about the executive officers and directors of Dollar Thrifty and their ownership of Dollar Thrifty common stock is set forth in Dollar Thrifty’s proxy statement for its 2010 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2010. Investors and security holders may obtain more detailed information regarding the direct and indirect interests of Hertz, Dollar Thrifty and their respective executive officers and directors in the proposed merger by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.

Hertz Contacts:
Leslie Hunziker	Richard Broome
Investor Relations	Media Relations
(201) 307-2337	(201) 307-2486
lhunziker@hertz.com	rbroome@hertz.com
Dollar Thrifty Contacts:
Kindra Marts	David Reno/Stephanie Pillersdorf
Investor Relations	Media Relations
918-669-2119	Sard Verbinnen & Co.
kindra.marts@dtag.com	212-687-8080