SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

(Amendment No. 6)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Name of Subject Company (Issuer))

HDTMS, INC.

(Offeror)

HERTZ GLOBAL HOLDINGS, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

256743105

(Cusip Number of Class of Securities)

 Jeffrey Zimmerman, Esq.

Senior Vice President, General Counsel and Corporate Secretary

Hertz Global Holdings, Inc.

225 Brae Boulevard

Park Ridge, New Jersey 07656-0713

(201) 307-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

Copies to:

Scott A. Barshay, Esq. Minh Van Ngo, Esq. Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 John M. Allen, Jr., Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$2,476,473,511	$287,519

* The transaction valuation is estimated solely for purposes of calculating the filing fee pursuant to Rules 0-11(a)(4) and 0-11(d) under the Securities Exchange Act of 1934, as amended. The value of the transaction was calculated as the product of (i) 31,332,182 shares of Dollar Thrifty Automotive Group, Inc. common stock (the sum of (w) 28,929,182 shares of Dollar Thrifty Automotive Group, Inc. common stock outstanding, (x) 2,190,000 shares of Dollar Thrifty Automotive Group, Inc. common stock issuable upon the exercise of outstanding options, (y) 140,000 shares of Dollar Thrifty Automotive Group, Inc. common stock issuable upon conversion of performance share and unit awards and (z) 73,000 shares of Dollar Thrifty Automotive Group, Inc. common stock issuable upon conversion of restricted stock units (as reported in Dollar Thrifty Automotive Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011)), less 472,699 shares of Dollar Thrifty Automotive Group, Inc. common stock owned by The Hertz Corporation, a wholly owned subsidiary of Hertz Global Holdings, Inc. and (ii) the average of the high and low sales prices of Dollar Thrifty Automotive Group, Inc. common stock as reported on the New York Stock Exchange on May 17, 2011 ($80.25).

** The amount of filing fee is calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.00011610. The filing fee has been offset by the amount of the filing fee previously paid by Hertz Global Holdings, Inc. as described below.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$40,521
Form or Registration No.:	Form S-4
Filing Party:	Hertz Global Holdings, Inc.
Date Filed:	May 9, 2011

Amount Previously Paid:	$246,998
Form or Registration No.:	Schedule TO
Filing Party:	Hertz Global Holdings, Inc.
Date Filed:	May 24, 2011

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ  third-party tender offer subject to Rule 14d-1.

o  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 6 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 24, 2011 (together with any amendments and supplements thereto, the “Schedule TO”) by Hertz Global Holdings, Inc., a Delaware corporation (“Hertz”), and HDTMS, Inc., a Delaware corporation and wholly owned subsidiary of Hertz (“Offeror”).  The Schedule TO relates to the offer (the “Offer”) by Offeror to exchange each of the issued and outstanding shares of common stock, par value $0.01 per share (including the associated preferred stock purchase rights), of Dollar Thrifty Automotive Group, Inc., a Delaware corporation (“Dollar Thrifty”), for (i) $57.60 in cash, without interest and less any required withholding taxes, and (ii) 0.8546 shares of common stock, par value $0.01 per share, of Hertz, upon the terms and subject to the conditions set forth in the Prospectus/Offer to Exchange dated May 24, 2011 (together with any amendments and supplements thereto, the “Offer to Exchange”) and the related Letter of Transmittal.

On May 9, 2011, Hertz filed a registration statement on Form S-4 (Reg. No. 333-174042), as amended on May 24, 2011 and May 31, 2011.  The Offer to Exchange forms a part of such registration statement.

Items 1 and 4.

Items 1 and 4 of the Schedule TO are hereby amended and supplemented as follows:

(1)  The expiration date of the Offer is extended to 12:00 midnight, New York City time, on November 1, 2011 (which is the end of the day on November 1, 2011).  The exchange agent for the Offer has indicated that, as of the close of business on September 9, 2011, approximately 2,616,001 shares of Dollar Thrifty common stock have been tendered into and not withdrawn from the Offer.

(2)  The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(P) and is incorporated herein by reference.

Items 5 and 11.

Items 5 and 11 of the Schedule TO are hereby amended and supplemented as follows:

On September 6, 2011, J.P. Morgan, on behalf of Dollar Thrifty, sent a letter to each of Mr. Frissora and Mr. Nelson.  The full text of the letter sent to Mr. Frissora is filed as Exhibit (a)(5)(Q) hereto and is incorporated herein by reference.

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

(a)(5)(P)	Press release issued by Hertz, dated September 9, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on September 9, 2011).
(a)(5)(Q)	Letter from J.P. Morgan, on behalf of Dollar Thrifty, to Hertz, dated September 6, 2011.

SIGNATURE

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.

Dated: September 9, 2011

HDTMS, INC.
By:	/s/ Jeffrey Zimmerman
	Name: Jeffrey Zimmerman
	Title:   Vice President and Secretary

HERTZ GLOBAL HOLDINGS, INC.
By:	/s/ Jeffrey Zimmerman
	Name: Jeffrey Zimmerman
	Title:   Senior Vice President, General Counsel and Secretary

[Signature Page to Amendment to Schedule TO]

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
(a)(1)(A)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to the Registration Statement on Form S-4 filed by Hertz on May 24, 2011).*
(a)(1)(B)	Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to Amendment No. 1 to the Registration Statement on Form S-4 filed by Hertz on May 24, 2011).*
(a)(1)(C)	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Amendment No. 1 to the Registration Statement on Form S-4 filed by Hertz on May 24, 2011).*
(a)(1)(D)	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Amendment No. 1 to the Registration Statement on Form S-4 filed by Hertz on May 24, 2011).*
(a)(1)(E)	Form of Guidelines for Certificate of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference toExhibit 99.5 to the Registration Statement on Form S-4 filed by Hertz on May 9, 2011).*
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)(A)	Offer to Exchange, dated May 9, 2011 (incorporated by reference to the Registration Statement on Form S-4 filed by Hertz on May 9, 2011).*
(a)(4)(B)	Offer to Exchange, dated May 24, 2011 (incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 filed by Hertz on May 24, 2011).*
(a)(4)(C)	Amendment No. 2 to the Registration Statement on Form S-4, filed by Hertz on May 31, 2011 (incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-4 filed by Hertz on May 31, 2011).*
(a)(5)(A)	Press release issued by Hertz, dated May 9, 2011 (incorporated by reference to Hertz’s first filing pursuant to Rule 425 (“Rule 425”) of the Securities Act of 1933, as amended, on May 9, 2011).*
(a)(5)(B)	Press release issued by Hertz, dated May 9, 2011 (incorporated by reference to Hertz’s first filing pursuant to Rule 425 on May 9, 2011).*
(a)(5)(C)	Email to Hertz employees sent on May 9, 2011 (incorporated by reference to Hertz’s second filing pursuant to Rule 425 on May 9, 2011).*
(a)(5)(D)	Email to Advantage Rent-A-Car employees sent on May 9, 2011 (incorporated by reference to Hertz’s third filing pursuant to Rule 425 on May 9, 2011).*
(a)(5)(E)	Presentation to investors presented on May 9, 2011 (incorporated by reference to Hertz’s fourth filing pursuant to Rule 425 on May 9, 2011).*
(a)(5)(F)	Transcript of investor conference call, dated May 9, 2011 (incorporated by reference to Hertz’s fifth filing pursuant to Rule 425 on May 9, 2011).*
(a)(5)(G)	Excerpts from transcript of Wells Fargo Securities Industrial and Construction Conference, dated May 10, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on May 11, 2011).*
(a)(5)(H)	Press release issued by Hertz, dated May 12, 2011 (incorporated by reference to Hertz’s first filing pursuant to Rule 425 on May 13, 2011).*

(a)(5)(I)	Excerpts from transcript of Barclays Capital 2011 Global Services Conference, dated May 11, 2011 (incorporated by reference to Hertz’s second filing pursuant to Rule 425 on May 13, 2011).*
(a)(5)(J)	Excerpts from transcript of UBS Leveraged Finance Conference, dated May 19, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on May 20, 2011).*
(a)(5)(K)	Press release issued by Hertz, dated May 24, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on May 24, 2011).*
(a)(5)(L)	Press release issued by Hertz, dated July 11, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on July 11, 2011).*
(a)(5)(M)	Press release issued by Hertz, dated July 14, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on July 14, 2011).*
(a)(5)(N)	Press release issued by Hertz, dated August 5, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on August 5, 2011).*
(a)(5)(O)	Press release issued by Hertz, dated August 15, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on August 15, 2011).*
(a)(5)(P)	Press release issued by Hertz, dated September 9, 2011 (incorporated by reference to Hertz’s filing pursuant to Rule 425 on September 9, 2011).
(a)(5)(Q)	Letter from J.P. Morgan, on behalf of Dollar Thrifty, to Hertz, dated September 6, 2011.
(b)	Not applicable
(d)	Not applicable
(g)	Not applicable
(h)	Not applicable

* Previously filed.

EX-99.(A)(5)(Q)

Exhibit (a)(5)(Q)

 

STRICTLY CONFIDENTIAL

Hertz Global Holdings, Inc.

225 Brae Boulevard

Park Ridge, NJ 07656

Attention: Mark P. Frissora

September 6, 2011

Dear Mark:

On behalf of Dollar Thrifty Automotive Group, Inc. (“Dollar Thrifty” or the “Company”), we would like to thank you for your continued interest in the Company. J.P. Morgan Securities LLC (“JPMorgan”) and Goldman, Sachs & Co. (“GS”) are pleased to confirm the timing and procedures for submitting afinal written offer (“Offer”) for the acquisition of the Company. This letter sets out the form, content and procedures for submitting the Offer.

In the meantime and up to the date of submission of your Offer, the Company and its advisors will continue to assist you with your due diligence efforts. You will receive updates on the Company's financial and operating performance as and when available and reasonable access to its management team, if required.

Guidelines for submitting your Offer

Please submit your Offer in conformity with the following guidelines:

1.  Purchase price: Your Offer should state the per share amount, in U.S. Dollars, that you would be prepared to pay for 100% of the equity of the Company (the “Purchase Price”). Your Offer should further include the key assumptions underlying the Offer.

2.   Form of Consideration: Your Offer should specify the allocation of cash and stock consideration constituting the Purchase Price. For the stock consideration, please specify the stock consideration exchange ratio and the basis on which such exchange ratio was calculated. For the cash consideration, please specify the per share cash amount.

3.   Financing: With respect to the cash component of the Purchase Price, the Offer should include the source(s) of financing (including any refinancing of existing indebtedness), commitment letter(s) securing funding, and the relevant contact information of such financing source(s). JPMorgan and GS will contact your financing source(s) to discuss the commitment letter(s) provided. The Offer must expressly confirm that it is not contingent on any financing requirements. Any commitment letter(s) or similar documentation from financial institutions should also clearly state if any further confirmatory due diligence is required. Any conditions should be clearly highlighted.  

4. Merger Agreement: Representatives of Cleary Gottlieb Steen & Hamilton LLP (“Cleary”) will provide you with a draft Merger Agreement on Monday, September 26, 2011. Any comments should be in the form of a specific and detailed mark up of the Merger Agreement. Please do not provide any conceptual comments or non−specific edits to the Merger Agreement (e.g. “to be discussed” or “pending further due diligence”). Where appropriate, we request that you provide a brief written explanation of the rationale behind your suggested changes.

	Representatives of Cleary, JPMorgan, and GS will be available to discuss the Merger Agreement with you prior to the bid date. Dollar Thrifty encourages you to avail yourselves of the opportunity to discuss questions or request clarifications regarding the Merger Agreement prior to October 10, 2011. In this regard, please contact Paul Shim or Matt Salerno of Cleary at 212−225−2000 or Jesse Acosta of JPMorgan at 212−622−0640 to arrange any such discussions.
5.	Due diligence: The offer should indicate confirmation that you (and your financing source(s)) have completed all substantive due diligence.
6.	Necessary internal approvals: The Offer should state that all required approvals, including the authorization of your company’s Board of Directors has been obtained prior to submitting your Offer. If any approvals have not been received prior to your submitting the Offer, it must clearly set forth each such approval or consent that must be obtained, the anticipated timing of receipt of such approval or consent, as well as any other facts or circumstances that you can reasonably foresee that might affect the timing or certainty of signing.
7.	Regulatory approvals: Please delineate regulatory approvals requisite to consummation of the transaction and your expected timing for obtaining such approvals. Also please describe your organization's progress to date in obtaining regulatory approvals for the proposed transaction, your organization’s plan for completing the regulatory approval process, as well as the specific undertakings or actions, including divestitures, to which you are prepared to commit in order to obtain the necessary regulatory approvals. The expected certainty and timing to consummation of a transaction based on your organization’s commitment to obtaining regulatory approvals will be factors in evaluating an Offer.
8.	Timing and expedited timetable: The Offer must state in writing that it constitutes an irrevocable and binding offer, and must be valid until October 31, 2011. Please also provide a detailed timeline and list of key events expected between signing and anticipated closing. If stock is used as part of the form of consideration, the timeline should afford the Company the opportunity to execute any confirmatory reverse due diligence.
	The Offer should confirm that you are willing to commit the resources necessary to move on an expedited timetable after the submission of the proposal to finalize and execute the Merger Agreement and announce a transaction, if Dollar Thrifty chooses to proceed with a transaction and accept your proposal.

9.	Contact information and advisors: Please provide detailed contact information for the person(s) that can be contacted at your institution to discuss your Offer. Please also include detailed contact information for your financial and legal advisors.
10.	Employees and Board of Directors: Please include in your Offer your proposal regarding:
		a. The composition of the combined company’s board of directors post−transaction; and
		b. Maintaining a substantial presence in the Tulsa, Oklahoma region and retaining Dollar Thrifty employees.
11.	Other: You may include in your Offer any other information which you consider to be relevant to Dollar Thrifty in making its decision regarding your proposal.

Your Offer should be submitted no later than 5:00 PM EST on Monday, October 10, 2011. Please submit your Offer via hardcopy or email to Mark Pinsky and Bill Jacob at:

Mark Pinsky 10 South Dearborn, Floor 44 Chicago, IL 60603 mark.b.pinsky@jpmorgan.com Bill Jacob 200 West Street, Floor 31 New York, NY 10282 bill.jacob@gs.com 

The Board of Directors of the Company will meet to review your Offer. Based upon your Offer, the Board will decide whether to have further discussions between you and the Company regarding a potential transaction.

The Company reserves the right in its sole discretion to evaluate the terms and conditions of your Offer, to enter into or terminate any negotiations or agreements with any potential purchaser or purchasers at any time (regardless of whether the potential purchasers have previously received an invitation to deliver an Offer) and to reject any or all Offer(s) from potential purchasers for any reason whatsoever. None of the Company’s officers, directors, shareholders, employees or representatives, including JPMorgan, GS and Cleary shall have any liability to any potential purchasers as a result of the rejection of any Offer, termination of negotiations or the acceptance of another Offer at any time.

An Offer will be considered formally accepted only when the Merger Agreement has been executed and delivered by Dollar Thrifty. Until such time, Dollar Thrifty will not have any obligations to any prospective purchaser, and following such time Dollar Thrifty’s only obligations will be those set forth in the Merger Agreement. The submission of an Offer by you will constitute an agreement by you to be bound by the terms set forth therein.

All communications or inquiries relating to a possible transaction involving Dollar Thrifty should be directed exclusively to JPMorgan, GS or Dollar Thrifty’s chief executive officer. You are not to communicate with the Board of Directors, any other members of management, employees, customers or suppliers of the Company on this matter other than as arranged through JPMorgan and GS.

If you have any questions regarding this process, please feel free to contact Mark Pinsky at 312−732−3300, Carsten Woehrn at 212−622−5914 or Jeff Albee at 212−902−1000. On behalf of Dollar Thrifty, we appreciate your continued interest and we look forward to receiving and reviewing your Offer.

Yours sincerely,

/s/ MARK PINSKY

Mark Pinsky

Managing Director

312−732−3300

Timeline for submission of offer for Dollar Thrifty