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

September 24, 2012

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-13647 (Commission File Number) 73-1356520 (I.R.S. Employer Identification No.)

5330 East 31st Street, Tulsa, Oklahoma 74135

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (918) 660-7700

N/A

(Former name or former address, if changed since last report.)

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:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

ITEM 8.01                      OTHER EVENTS

On September 24, 2012, the Delaware Court of Chancery entered a Stipulation and Order (the “Order”) in the actions consolidated under the caption In re Dollar Thrifty Shareholder Litigation, Cons. C.A. No. 5458-CS.  The Order is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The hearing contemplated by the Order will be held on November 9, 2012, at 10:00 a.m. in Wilmington, Delaware.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements”.  Examples of forward-looking statements include information concerning the respective outlooks of Dollar Thrifty Automotive Group, Inc. (“Dollar Thrifty”) and Hertz Global Holdings, Inc. (“Hertz”), and Dollar Thrifty’s and Hertz’s 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 each of Hertz and Dollar Thrifty have made in light of their experience in the industry as well as their perceptions of historical trends, current conditions, expected future developments and other factors that Hertz and Dollar Thrifty believe are appropriate in these circumstances. We believe these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and our 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; the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty; levels of travel demand, particularly with respect to airline passenger traffic in the United States and in global markets; significant changes in the competitive environment, including as a result of industry consolidation, and the effect of competition in Hertz’s and Dollar Thrifty’s respective markets, including on pricing policies or use of incentives; occurrences that disrupt rental activity during peak periods; Hertz’s and Dollar Thrifty’s ability to achieve cost savings and efficiencies and realize opportunities to increase productivity and profitability; an increase in fleet costs as a result of an increase in the cost of new vehicles and/or a decrease in the price at which we dispose of used vehicles either in the used vehicle market or under repurchase or guaranteed depreciation programs; Hertz’s and Dollar Thrifty’s ability to accurately estimate future levels of rental activity and adjust the size of their respective fleets accordingly; the ability of Hertz and Dollar Thrifty to maintain sufficient liquidity and the availability of additional or continued sources of financing for revenue earning equipment and to refinance existing indebtedness; safety recalls by the manufacturers of vehicles and equipment; a major disruption in communication or centralized information networks; financial instability of the manufacturers of vehicles and equipment; any impact on Hertz and/or Dollar Thrifty from the actions of their respective licensees, franchisees, dealers and independent contractors; Hertz’s and Dollar Thrifty’s ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease); shortages of fuel and increases or volatility in fuel costs; Hertz’s and Dollar Thrifty’s ability to successfully integrate acquisitions and complete dispositions; Hertz’s and Dollar Thrifty’s ability to maintain favorable brand recognition; costs and risks associated with litigation; risks related to Hertz’s and Dollar Thrifty’s respective indebtedness, including Hertz’s substantial amount of debt and Hertz’s ability to incur substantially more debt and increases in interest rates or in its borrowing margins; Hertz’s and Dollar Thrifty’s ability to meet the financial and other covenants contained in their respective senior credit facilities, outstanding unsecured senior notes and certain asset-backed and asset-based funding arrangements; changes in accounting principles, or their application or interpretation, and Hertz’s and Dollar Thrifty’s ability to make accurate estimates and the assumptions underlying the estimates, which could have an effect on earnings; changes in the existing, or the adoption of new laws, regulations, policies or other activities of governments, agencies and similar organizations where such actions may affect our respective operations, the cost thereof or applicable tax rates; changes to Hertz’s and Dollar Thrifty’s senior management teams; the effect of tangible and intangible asset impairment charges; the impact of derivative instruments held by Hertz and Dollar Thrifty, which can be affected by fluctuations in interest rates and commodity prices; and Hertz’s and Dollar Thrifty’s exposure to fluctuations in foreign exchange rates. Additional information concerning these and other factors can be found in Hertz’s and Dollar Thrifty’s filings with the Securities and Exchange Commission, including each of Hertz’s and Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Hertz and Dollar Thrifty therefore caution you against relying on these forward-looking statements. All forward-looking statements attributable to Hertz, Dollar Thrifty or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and Hertz and Dollar Thrifty undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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 and Dollar Thrifty filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (“Schedule 14D-9”) regarding the tender offer described herein.  Investors and security holders of Dollar Thrifty are strongly advised to read the tender offer statement (as updated and amended) filed by Hertz and the Schedule 14D-9 (as updated and amended) filed by Dollar Thrifty with the SEC, because each contains important information that Dollar Thrifty’s stockholders should consider before tendering their shares.  The tender offer statement and other documents filed by Hertz 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.

ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

Exhibit No.	Description
99.1	Stipulation and Order, In re Dollar Thrifty Shareholder Litigation, Cons. C.A. No. 5458-CS (Del. Ch. Sept. 24, 2012)

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.

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Registrant)

September 25, 2012	By:	/s/ Vicki J. Vaniman
		Vicki J. Vaniman
		Executive Vice President, General Counsel
		and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Stipulation and Order, In re Dollar Thrifty Shareholder Litigation, Cons. C.A. No. 5458-CS (Del. Ch. Sept. 24, 2012)

EX-99.1

Exhibit 99.1

	GRANTED
	IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

	:
IN RE DOLLAR THRIFTY SHAREHOLDER LIITIGATION	: :	Cons. C.A. No. 5458­CS
	:

STIPULATION AND [PROPOSED] ORDER

WHEREAS, the Lead Plaintiff initiated the present action on May 5, 2010, following the April 25, 2010 announcement by Dollar Thrifty Automotive Group, Inc. (“Dollar Thrifty”) and Hertz Global Holdings, Inc. (“Hertz”) that they had entered into a merger agreement (the “Merger Agreement”), pursuant to which Hertz would acquire Dollar Thrifty for cash and stock worth $41 per share (the “Proposed Merger”), and following the public filing on May 3, 2010, of a letter from Avis Budget Group, Inc. expressing interest in potentially making a competing offer;

WHEREAS, similar proceedings against the same defendants challenging the Proposed Merger were initiated in the state and federal courts of Oklahoma;

WHEREAS, the operative pleading in this action is the Consolidated Class Action Complaint filed on July 6, 2010;

WHEREAS, this Court entered an order certifying a Class in this action on August 26, 2010, comprising “any and all record and beneficial holders of Dollar Thrifty common stock, their respective successors in interest, successors, predecessors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors, successors and assigns, who held Dollar Thrifty common stock at any time between and including April 25, 2010 and the date of consummation or termination of a merger between Dollar Thrifty and Hertz, but excluding defendants and their respective affiliates, including any and all of their respective successors in interest, representatives, trustees, executors, administrators, heirs, transferees (immediate and remote), and any person or entity acting for or on behalf of, or claiming under any of them, and each of them”;

WHEREAS, on October 1, 2010, Hertz delivered notice to Dollar Thrifty terminating the Merger Agreement as amended, by and among Dollar Thrifty, Hertz, and a wholly owned subsidiary of Hertz;

WHEREAS, the federal action in Oklahoma was dismissed by stipulation dated October 15, 2010;

WHEREAS, on August 27, 2012, Dollar Thrifty and Hertz announced that they had entered into a new definitive merger agreement pursuant to which Hertz would acquire Dollar Thrifty for $87.50 per share in a two­step tender offer transaction (the “Tender Offer”);

WHEREAS, the Tender Offer is not the subject of any claims asserted in this action, and the Lead Plaintiff is not pursuing any claims relating to the Tender Offer;

WHEREAS, the Lead Plaintiff believes the claims asserted in the action have become moot, and the defendants do not object to a dismissal of this action on such ground;

WHEREAS, the action filed in Oklahoma state court, styled Marc S. Henzel v. Dollar Thrifty Automotive Group, Inc. et al. (Consolidated Case No. CJ­2010­02761, Dist. Ct. Tulsa County, Oklahoma) was dismissed without prejudice pursuant to 12 O.S. § 684 on September 20, 2012; and

2

WHEREAS, counsel for the Lead Plaintiff in this action has confirmed that they will not file an application for attorneys’ fees and expenses in connection with their prosecution of this action and that they do not intend to challenge the Tender Offer;

AND NOW, the Court, having considered the appropriate procedure for the dismissal of this action in light of the foregoing,

IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 24th day of September, 2012, as follows:

1.           The certified Class in this action is hereby clarified and redefined to consist of

“any and all record and beneficial holders of Dollar Thrifty common stock, their respective successors in interest, successors, predecessors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, together with their predecessors, successors and assigns, who held Dollar Thrifty common stock at any time between and including April 25, 2010 and July 16, 2012 (the “Class Period”), but excluding defendants and their respective affiliates, including any and all of their respective successors in interest, representatives, trustees, executors, administrators, heirs, transferees (immediate and remote), and any person or entity acting for or on behalf of, or claiming under any of them, and each of them” (the “Revised Class”).

2.           A hearing on the proposed dismissal of this action as moot shall be held on November 9, 2012 at 10:00 a.m. in Wilmington, Delaware (the “Dismissal Hearing”).  At the Dismissal Hearing, the Court will hear and consider any objections by any member of the Revised Class who wishes to object to the proposed dismissal of this action as moot and/or to intervene as lead plaintiff or otherwise to appear in a representative capacity in this action on behalf of the Revised Class.

3

3.           Any member of the Revised Class who objects to the proposed dismissal of this

action as moot, or who wishes to intervene or otherwise be heard in this action, may appear personally or by counsel at the Dismissal Hearing and present evidence or argument that may be proper and relevant; provided, however, that no member of the Revised Class shall be entitled to object to the dismissal of this action as moot or to intervene or otherwise be heard in this action, and no papers or briefs submitted by or on behalf of any member of the Revised Class shall be received and considered, except by order of the Court for good cause shown, unless such member of the Revised Class files with the Registry in Chancery no later than ten (10) business days prior to the Dismissal Hearing: (i) a signed written notice of intention to appear, identifying the name, address, and telephone number of the class member and, if represented, his/her/its counsel, (ii) a written detailed statement of the class member’s specific objections to any matter before the Court or reasons for intervening or other requesting to be heard, setting forth the grounds for such objections or request to intervene or otherwise be heard, and (iii) copies of documentation sufficient to prove that such person is a member of the Revised Class that specifies the number of shares of Dollar Thrifty Automotive Group, Inc. common stock beneficially owned by such person during the Class Period.  Such papers must also be served electronically or by hand or overnight mail upon each of the counsel set forth below such that they are received no later than ten (10) business days prior to the Dismissal Hearing.

Joel Friedlander, Esquire

BOUCHARD MARGULES & FRIEDLANDER, P.A.

222 Delaware Avenue, Suite 1400

Wilmington, DE 19801

(302) 573­3500

4

Donald J. Wolfe, Jr., Esquire

Matthew E. Fischer, Esquire

POTTER ANDERSON & CORROON LLP
Hercules Plaza, 6th Floor

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899

(302) 984­6000

4.           If no objections or requests to intervene or otherwise be heard in this action are submitted pursuant to the preceding paragraph, counsel for the Lead Plaintiff and Dollar Thrifty shall jointly inform that Court of that fact no later than three (3) business days prior to the date of the Dismissal Hearing and, in such event, the Dismissal Hearing shall not take place and, without need for further action by any party hereto or the Court, final judgment shall be entered that (a) dismisses this action as moot and (b) forecloses any application for an award of fees by any member of the Revised Class or any counsel thereto in connection with this action (the “Final Judgment”).  A form of the Final Judgment, which is subject to approval by the Delaware Court of Chancery, is attached to this Order as Exhibit A.

5.           The Court’s adjudication of any disputes regarding the dismissal of this action shall be dispositive as to all members of the Revised Class.

6.           Dollar Thrifty shall provide notice to the members of the Revised Class of the provisions and entry of this Order through the filing of a Form 8­K, attaching this Order as an exhibit, within seven (7) calendar days of this Order’s entry.

5

BOUCHARD MARGULES & FRIEDLANDER, P.A.

/s/ Joel Friedlander

Joel Friedlander (#3163)

222 Delaware Avenue, Suite 1400

Wilmington, DE 19801

(302) 573­3500

Delaware Liaison Counsel for Plaintiff

OF COUNSEL:

BERNSTEIN LITOWITZ BERGER &

GROSSMANN LLP

Mark Lebovitch

Amy Miller

Jeremy Friedman

1285 Avenue of the Americas

New York, NY 10019

(212) 554­1400

KESSLER TOPAZ

MELTZER & CHECK, LLP

Lee D. Rudy

Michael C. Wagner

280 King of Prussia Road

Radnor, PA 19087

(610) 667­7706

Co­Lead Counsel for Plaintiff

6

POTTER ANDERSON & CORROON LLP

/s/Matthew E. Fischer

Matthew E. Fischer (#3092)

Dawn M. Jones (#4270)

Hercules Plaza, 6th Floor

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899

(302) 984­6000

Counsel for Director Defendants and Dollar Thrifty Automotive Group, Inc

OF COUNSEL:

CLEARY GOTTLIEB STEEN &

HAMILTON LLP

Mitchell A. Lowenthal

One Liberty Plaza

New York, New York, 10006

(212) 225­2000

IT IS SO ORDERED this ___ day of ___________, 2012.

_____________________________________

Chancellor

7

This document constitutes a ruling of the court and should be treated as such.
Court:	DE Court of Chancery Civil Action
Judge:	Leo E Strine
File & Serve Transaction ID:	46581633
Current Date:	Sep 24, 2012
Case Number:	5458­CS
Case Name:	CONF ORD ON DISC CONS W/ 5456, 5471, 5469, 5487 In Re Dollar Thrifty Shareholder Litigation
Court Authorizer:	Strine, Leo E
Court Authorizer Comments:
A hearing on the proposed dismissal will be held on November 9, 2012 at 10:00 a.m.
/s/ Judge Strine, Leo E