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

~~August~~September 2624, 2012

Date of Report (Date of earliest event reported)

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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.~~14d~~13e-24(bc))

[ITEM ~~] Pre-commencement~~8.01 OTHER ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17~~EVENTS

~~CFR~~On ~~240.13e-4~~September 24, 2012, the Delaware Court of Chancery entered a Stipulation and Order (cthe “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.

~~ITEM~~Cautionary ~~1.01 ENTRY~~Statement ~~INTO~~Regarding AForward-Looking ~~MATERIAL DEFINITIVE AGREEMENT~~Statements

OnThis ~~August~~communication ~~26,~~contains ~~2012,~~“forward-looking statements”. Examples of forward-looking statements include information concerning the respective outlooks of Dollar Thrifty Automotive Group, Inc., a(“Dollar ~~Delaware~~Thrifty”) ~~corporation~~and Hertz Global Holdings, Inc. (“Hertz”), and Dollar Thrifty~~”) entered~~’s ~~into~~and anHertz’s ~~Agreement~~anticipated revenues and ~~Plan~~results of ~~Merger~~operations, ~~(the~~as ~~“Merger~~well ~~Agreement”)~~as ~~with~~any ~~Hertz~~other ~~Global~~statement ~~Holdings,~~that ~~Inc.,~~does anot ~~Delaware~~directly ~~corporation~~relate ~~(“Hertz”)~~to ~~and~~any ~~HDTMS,~~historical ~~Inc~~or current fact., aThese ~~Delaware~~forward-looking ~~corporation~~statements ~~and~~often ainclude ~~wholly~~words ~~owned~~such ~~subsidiary~~as of“believe,” ~~Hertz~~“expect,” (“~~Merger~~project,” ~~Sub~~“anticipate,”~~). Subject~~ to“intend,” ~~the~~“plan,” ~~terms~~“estimate,” ~~and~~“seek,” ~~conditions~~“will,” of“may,” ~~the~~“would,” ~~Merger~~“should,” ~~Agreement~~“could,” ~~which~~“forecasts” ~~has~~or ~~been~~similar ~~approved~~expressions. byThese ~~the~~statements ~~boards~~are ofbased ~~directors~~on ofcertain ~~both~~assumptions that each of Hertz and Dollar Thrifty, ~~following~~have ~~consummation~~made ofin ~~the~~light ~~Offer~~of ~~(as~~their ~~defined~~experience ~~below)~~in ~~and subject to~~ the ~~approval~~industry ofas ~~Dollar~~well ~~Thrifty’s~~as ~~stockholders~~their ifperceptions ~~required~~of byhistorical ~~applicable~~trends, ~~law~~current conditions, ~~Merger~~expected ~~Sub~~future ~~will~~developments beand ~~merged~~other ~~(the~~factors ~~“Merger”)~~that ~~with~~Hertz and ~~into~~ Dollar Thrifty, ~~with~~believe ~~Dollar~~are ~~Thrifty~~appropriate ~~becoming~~in athese ~~wholly~~circumstances. ~~owned~~We ~~subsidiary~~believe ofthese ~~Hertz. The~~judgments ~~following~~are ~~description~~reasonable, ofbut ~~the~~you ~~Merger~~should ~~Agreement~~understand ~~does~~that ~~not~~these ~~purport~~statements toare benot aguarantees ~~complete~~of ~~description~~performance ~~and~~or isresults, ~~qualified~~and inour ~~its~~actual ~~entirety~~results bycould ~~reference~~differ tomaterially ~~the~~from ~~full~~those ~~text~~expressed ofin the ~~Merger~~forward-looking ~~Agreement,~~statements ~~which~~due isto ~~attached~~a ~~hereto~~variety asof ~~Exhibit~~important ~~2.1~~factors, ~~and~~both ispositive ~~incorporated~~and ~~by reference~~negative.

~~Merger~~Among ~~Agreement~~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.

~~The~~Hertz ~~Merger~~and ~~Agreement~~Dollar ~~provides~~Thrifty ~~that~~therefore ~~the~~caution ~~acquisition~~you ~~will~~against berelying ~~effected~~on ~~first~~these ~~through~~forward-looking astatements. ~~tender~~All ~~offer~~forward-looking bystatements ~~Merger~~attributable ~~Sub~~to ~~(the~~Hertz, ~~“Offer”)~~Dollar toThrifty ~~acquire~~or ~~all~~persons ofacting ~~the~~on ~~outstanding~~their ~~shares~~behalf ofare ~~common~~expressly ~~stock,~~qualified ~~par~~in ~~value~~their ~~$0.01~~entirety ~~per~~by ~~share,~~the offoregoing ~~Dollar~~cautionary ~~Thrifty~~statements. ~~(the~~All ~~“Shares”)~~such ~~for~~statements ~~$87.50~~speak ~~per~~only ~~Share~~as (of the ~~“Offer~~date ~~Price”)~~made, ~~net~~and toHertz ~~the~~and ~~seller~~Dollar inThrifty ~~cash~~undertake ~~and~~no ~~without~~obligation to update or revise publicly any ~~interest~~forward-looking ~~thereon~~statements, ~~followed~~whether byas ~~the~~a ~~second-step~~result ~~Merger~~of new information, future events or otherwise.

~~Subject~~ADDITIONAL to the terms and conditions of the Merger Agreement, Dollar Thrifty has granted Merger Sub an irrevocable one-time option (the “Top-Up Option”) to purchase, at a price per Share equal to the Offer Price, an aggregate number of newly issued Shares that, when added to the number of Shares owned by Hertz and its subsidiaries, including Merger Sub, at the time of such exercise, constitutes one Share more than 90% of the Shares then outstanding immediately after the issuance of the Top-Up Option Shares on a fully diluted basis, subject to there being no legal restraint and sufficient authorized Shares available for issuance. The Top-Up Option is exercisable only after Shares have been accepted for payment pursuant to the Offer and Merger Sub irrevocably committing to effect the second-step Merger as soon as practicable after the exercise of the Top-Up Option.INFORMATION

~~The~~On ~~consummation~~September of10, ~~the~~2012, ~~Offer~~Hertz isfiled ~~subject~~with tothe ~~certain~~United ~~conditions,~~States ~~including~~Securities ~~among~~and ~~others,~~Exchange ~~the~~Commission ~~following:~~ (1the “SEC”) a tender offer statement on Schedule TO and Dollar Thrifty ~~stockholders~~filed ~~shall~~with ~~have~~the ~~validly~~SEC ~~tendered~~a inSolicitation/Recommendation ~~the~~Statement ~~Offer~~on Schedule 14D-9 (“Schedule 14D-9”) regarding the ~~number~~tender offer described herein. Investors and security holders of ~~Shares~~Dollar ~~which,~~Thrifty ~~when~~are ~~taken~~strongly ~~together~~advised ~~with~~to ~~any~~read ~~Shares~~the ~~owned~~tender offer statement (as updated and amended) filed by Hertz and ~~its~~the ~~subsidiaries,~~Schedule ~~represents~~14D-9 a(as ~~majority~~updated ofand amended) filed by Dollar Thrifty with the ~~outstanding~~SEC, ~~Shares~~because oneach acontains ~~fully~~important ~~diluted~~information ~~basis~~that Dollar Thrifty’s stockholders should consider before tendering their shares. The tender offer statement and ~~(2) the~~other ~~expiration~~documents orfiled ~~early~~by ~~termination~~Hertz ofwith the ~~applicable~~SEC ~~waiting~~are ~~periods~~available ~~required~~for ~~pursuant~~free toat the ~~Hart-Scott-Rodino~~SEC’s ~~Antitrust~~web ~~Improvements~~site ~~Act~~(http://www.sec.gov). Copies of ~~1976,~~Hertz’s asfilings ~~amended~~with (the ~~“HSR~~SEC ~~Act”). The~~may ~~Offer~~be ~~and~~obtained at the ~~other~~SEC’s ~~transactions~~web ~~contemplated~~site (http://www.sec.gov) or by ~~the~~directing ~~Merger~~a ~~Agreement~~request to Hertz at (201) 307-2100. Copies of Dollar Thrifty’s filings with the SEC are ~~not~~available ~~subject~~free toof ~~any~~charge ~~financing~~on ~~condition~~Dollar Thrifty’s website at www.dtag.com or by contacting Dollar Thrifty’s Investor Relations Department at 918-669-2236.

At the Acceptance Time (as defined in the Merger Agreement), each outstanding Dollar Thrifty stock option will be cancelled and converted into the right to receive a lump sum cash payment equal to the number of Shares underlying the Dollar Thrifty stock option multiplied by the excess of the Offer Price over the exercise price, unless the optionholder irrevocably elects in advance to have his or her Dollar Thrifty stock options assumed and adjusted into options to purchase shares of Hertz common stock as of the Acceptance Time. Each outstanding Dollar Thrifty performance share award and restricted stock unit will vest in full as of the Acceptance Time, and will be converted into the right to receive a lump sum cash payment equal to the Offer Price multiplied by the number of Shares underlying each award. Additionally, all account balances under Dollar Thrifty’s deferred compensation plans or any individual deferral agreements with directors or employees will be paid out in a lump-sum cash payment at the closing of the Offer.

Dollar Thrifty has agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire Dollar Thrifty and to certain restrictions on its ability to respond to any such proposals. These non-solicitation restrictions do not apply during the first 30 days after the date of the Merger Agreement, during which time Dollar Thrifty is permitted to solicit or initiate discussions with third parties subject to certain restrictions.

The Merger Agreement also provides that, with respect to obtaining antitrust approval of the acquisition, Hertz is required to: (1) divest its Advantage brand, together with certain additional assets and airport concessions pursuant to a proposed consent agreement currently under discussion between Hertz and the Federal Trade Commission (the “FTC”), (2) take other actions which, individually or in the aggregate, are of a de minimis nature and (3) contest any administrative or judicial action or proceeding challenging the acquisition while the Merger Agreement is in effect. At any time after December 31, 2012, both Dollar Thrifty and Hertz may terminate the Merger Agreement if the FTC has not preliminarily accepted the proposed consent agreement and the waiting period under the HSR Act has not expired or been terminated.

The Merger Agreement includes customary termination provisions for both Dollar Thrifty and Hertz and provides that, in connection with the termination of the Merger Agreement, under certain circumstances, Dollar Thrifty and Hertz must reimburse the other party for its transaction expenses, subject to certain limitations.

The Merger Agreement includes customary representations and warranties of Dollar Thrifty, Hertz and Merger Sub. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to qualifications and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Dollar Thrifty, Hertz, or their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Dollar Thrifty’s or Hertz’s or public disclosures.

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

Effective August 26, 2012, prior to the execution of the Merger Agreement, the board of directors of Dollar Thrifty approved a Second Amendment to Rights Agreement (the “Amendment”), dated as of August 26, 2012, amending the Rights Agreement (“Rights Agreement”) between Dollar Thrifty and Computershare Trust Company, N.A., as rights agent, dated as of May 18, 2011 and amended on February 17, 2012.

The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger, the Offer, the Merger Agreement and the transactions contemplated thereby. The Amendment provides that the execution and delivery of the Merger Agreement, the consummation of the Offer, the Merger and the other transactions contemplated by the Merger Agreement will not be deemed to result in either Hertz or Merger Sub or any of their respective affiliates or associates becoming an “Acquiring Person” (as such term is defined in the Rights Agreement). In addition, the Amendment provides that none of a “Share Acquisition Date,” a “Distribution Date,” a “Flip-in Event” or a “Flip-over Event” (each as defined in the Rights Agreement) shall occur, and that the “Rights” (as defined in the Rights Agreement) will not separate from the Shares, in each case, by reason of the execution and delivery of the Merger Agreement, the consummation of the Offer, the Merger or the other transactions contemplated by the Merger Agreement.

The Amendment also provides that the Rights Agreement shall terminate and all outstanding Rights shall expire immediately prior to the Acceptance Time (as defined in the Merger Agreement), but only if the Acceptance Time shall have occurred. If the Merger Agreement is subsequently terminated, the changes to the Rights Agreement pursuant to the Amendment will be of no further force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 4.269 hereto and is incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.

On August 26, 2012, Dollar Thrifty and Hertz issued a joint press release announcing their entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information

The tender offer described herein has not yet commenced, and this communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Dollar Thrifty’s common stock. At the time the tender offer is commenced, Hertz will file a tender offer statement and Dollar Thrifty will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the United States Securities and Exchange Commission (the “SEC”). Investors and security holders of Dollar Thrifty are strongly advised to read the tender offer documents that will be filed with the SEC, because they will contain important information that Dollar Thrifty’s stockholders should consider before tendering their shares. These documents will be 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 will be 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.

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Dollar Thrifty’s outlook, 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 Dollar Thrifty has made in light of its experience in the industry as well as its perceptions of historical trends, current conditions, expected future developments and other factors that Dollar Thrifty believes 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; and the operational and profitability impact of divestitures required to be undertaken to secure regulatory approval for an acquisition of Dollar Thrifty. Additional information concerning these and other factors can be found in Dollar Thrifty’s filings with the Securities and Exchange Commission, including Dollar Thrifty’s most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description

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)

2.1 Agreement and Plan of Merger, dated as of August 26, 2012, by and among Hertz, Merger Sub and Dollar Thrifty.

4.269 Second Amendment to Rights Agreement, dated as of August 26, 2012, by and between Dollar Thrifty and the Rights Agent (previously filed as Exhibit 3 to Amendment No. 2 to Dollar Thrifty’s Registration Statement on Form 8-A filed on August 27, 2012).

99.1 Joint Press Release issued by Dollar Thrifty and Hertz, dated as of August 26, 2012: Hertz and Dollar Thrifty Announce Definitive Merger Agreement.

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)

August 27, 2012	By:	/s/ H. CLIFFORD BUSTER III
September 25, 2012	By:	/s/ Vicki J. Vaniman
		H. Clifford Buster III
		Vicki J. Vaniman
		Senior Executive Vice President, Chief Financial
		Executive Vice President, General Counsel
		Officer and Principal Financial Officer
		and Secretary

INDEX TO EXHIBITS

Exhibit No. Description

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)

2.1 Agreement and Plan of Merger, dated as of August 26, 2012, by and among Hertz, Merger Sub and Dollar Thrifty.

99.1 Joint Press Release issued by Dollar Thrifty and Hertz, dated as of August 26, 2012: Hertz and Dollar Thrifty Announce Definitive Merger Agreement.

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