SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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February 8, 2001 (February 8, 2001)
(Date of Report (date of earliest event reported))
Cendant Corporation
(Exact name of Registrant as specified in its charter)
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Delaware 1-10308 06-0918165
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification Number)
organization)
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9 West 57th Street
New York, NY 10019
(Address of principal (Zip Code)
executive) office)
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(212) 413-1800
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 5. Other Events
Except as expressly indicated or unless the context otherwise
requires, "Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
Corporation, and its subsidiaries.
On February 8, 2001, we issued a press release announcing (i) the sale
of 40 million shares of Cendant common stock to Lehman Brothers, Inc. at $13.20
per share, net of selling concessions, resulting in net proceeds of $528 million
and (ii) that we have agreed to sell $750 million of zero-coupon convertible
senior notes due 2021 in a private offering resulting in net proceeds of
approximately $738 million. The offerings are scheduled to close on February 13,
2001. We will use the proceeds from the offerings to consummate the acquisitions
of Avis Group Holdings, Inc. and Fairfield Communities, Inc., reduce outstanding
debt, and for general corporate purposes. A copy of the press release regarding
the offerings is attached hereto as Exhibit 99.1 and is incorporated herein by
reference in its entirety.
Also, on February 8, 2001, we issued a press release announcing that we
raised projected adjusted earnings per share from continuing operations for 2001
from $0.93 to $0.95. A copy of the press release regarding the increase in
projected adjusted EPS is attached hereto as Exhibit 99.2 and is incorporated
herein by reference in its entirety. The press release should be read in
conjunction with the Note Regarding Forward Looking Statements which is attached
hereto as Exhibit 99.3 and is incorporated herein by reference in its entirety.
SIGNATURE
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.
CENDANT CORPORATION
By: /s/ James E. Buckman
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James E. Buckman
Vice Chairman
and General Counsel
Date: February 8, 2001
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated February 8, 2001 (February 8, 2001)
EXHIBIT INDEX
Exhibit No. Description
99.1.Press Release: Cendant Raises $1.278 Billion through Offerings of
Cendant Common Stock and Senior Zero-Coupon Convertible Notes.
99.2 Press Release:Cendant Raises 2001 Projected Adjusted EPS to $ .95from $.93.
99.3 Note Regarding Forward-Looking Statements
EXHIBIT 99.1
CENDANT RAISES $1.278 BILLION THROUGH OFFERINGS OF CENDANT COMMON STOCK AND
SENIOR ZERO-COUPON CONVERTIBLE NOTES
New York, NY, February 8, 2001 - Cendant Corporation (NYSE: CD) today announced
the sale of 40 million shares of Cendant common stock to Lehman Brothers, Inc.
at $13.20 per share, net of selling concessions, resulting in net proceeds of
$528 million. Lehman will also have a 30-day option to purchase up to an
additional six million shares of Cendant common stock to cover over-allotments
which would provide $79.2 million in net proceeds.
Cendant also announced that it has agreed to sell $750 million of zero-coupon
convertible senior notes due 2021 in a private offering resulting in net
proceeds of approximately $738 million. The initial purchaser will also have a
30-day option to purchase additional notes to cover over-allotments resulting in
up to $148 million in additional net proceeds to Cendant. Interest will accrue
on the notes at a rate not to exceed 2.5% per annum, subject to certain
contingencies. The notes will be convertible into shares of Cendant common stock
at a price per share of not less than $18.22 if the closing price of Cendant's
common shares on the New York Stock Exchange exceeds specified levels or in
certain other circumstances. The notes will not be redeemable by Cendant prior
to February 13, 2004 but Cendant may be required to repurchase notes at the
accreted value thereof, at the option of the holders, on February 13, 2004,
2009, or 2014. Cendant may choose to pay the purchase price for the foregoing
repurchases in cash or shares of Cendant common stock.
The notes have not been registered under United States securities laws and may
not be offered or sold in the United States except to qualified institutional
buyers.
The offerings are scheduled to close on February 13, 2001. Cendant will use
the proceeds from the offerings to consummate the acquisitions of Avis
Group Holdings, Inc. and Fairfield Communities, Inc., reduce outstanding
debt, and for general corporate purposes.
Cendant Corporation is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. The Company's core
competencies include building franchise systems and providing outsourcing
services. Cendant is among the world's leading franchisers of real estate
brokerage offices, hotels, rental car agencies, and tax preparation services.
Cendant is also a provider of outsourcing solutions to its business partners
including mortgage origination, employee relocation, customer loyalty programs,
and vacation exchange services. Other business units include NCP, the UK's
largest private car park operator, and WizCom, an information technology
services provider. With headquarters in New York City, the Company has
approximately 28,000 employees and operates in over 100 countries.
Cendant Media Contact: Cendant Investor Contacts:
Elliot Bloom Denise Gillen Sam Levenson
212-413-1832 212-413-1833 212-413-1834
EXHIBIT 99.2
CENDANT RAISES 2001 PROJECTED ADJUSTED EPS TO $0.95 FROM $0.93
New York, NY, February 8, 2001 - Cendant Corporation (NYSE: CD) announced that
transactions disclosed earlier today related to raising $1.278 billion through
offerings of Cendant common stock and senior zero-coupon convertible notes are
expected to be accretive to earnings per share in 2001.
Accordingly, the Company has raised its projected adjusted earnings per share
from continuing operations for 2001 from $0.93 to $0.95. The second quarter
forecast has been raised by $0.01 from $0.25 to $0.26 per share and the second
half of the year will also benefit by $0.01 per share. For a further discussion
of the Company's projected 2001 adjusted earnings per share, please see
Cendant's Form 8-K filed on February 7, 2001.
Cendant Corporation is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. The Company's core
competencies include building franchise systems and providing outsourcing
services. Cendant is among the world's leading franchisers of real estate
brokerage offices, hotels, rental car agencies, and tax preparation services.
Cendant is also a provider of outsourcing solutions to its business partners
including mortgage origination, employee relocation, customer loyalty programs,
and vacation exchange services. Other business units include NCP, the UK's
largest private car park operator, and WizCom, an information technology
services provider. With headquarters in New York City, the Company has
approximately 28,000 employees and operates in over 100 countries.
Statements about future results made in this release constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations and the current
economic environment. The Company cautions that these statements are not
guarantees of future performance. Actual results may differ materially from
those expressed or implied in the forward-looking statements. Important
assumptions and other important factors that could cause actual results to
differ materially from those in the forward-looking statements are specified in
the Company's Form 8-K filed on February 7, 2001.
Such forward-looking statements include projections. Such projections were not
prepared in accordance with published guidelines of the American Institute of
Certified Public Accountants or the SEC regarding projections and forecasts, nor
have such projections been audited, examined or otherwise reviewed by
independent auditors of Cendant or its affiliates. In addition, such projections
are based upon many estimates and are inherently subject to significant economic
and competitive uncertainties and contingencies, many of which are beyond the
control of management of Cendant and its affiliates. Certain of such
uncertainties and contingencies are specified in Cendant's Form 8-K filed on
February 7, 2001. Accordingly, actual results may be materially higher or lower
than those projected. The inclusion of such projections herein should not be
regarded as a representation by Cendant or its affiliates that the projections
will prove to be correct.
Cendant Media Contact: Cendant Investor Contacts:
Elliot Bloom Denise Gillen
212-413-1833 212-413-1833
Sam Levenson
212-413-1834
EXHIBIT 99.3
NOTE REGARDING FORWARD-LOOKING STATEMENTS
.........Forward-looking statements in the Press Release, dated February 8,
2001, about Cendant are subject to known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Cendant to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous important assumptions and other important factors that could
cause actual results to differ materially from those in the forward-looking
statements. Forward-looking statements include the information concerning future
financial performance, business strategy, projected plans and objectives of
Cendant.
.........Statements preceded by, followed by or that otherwise include the words
"believes", "expects", "anticipates", "intends", "project", "estimates",
"plans", "may increase", "may fluctuate" and similar expressions or future or
conditional verbs such as "will", "should", "would", "may" and "could" are
generally forward-looking in nature and not historical acts. You should
understand that the following important factors and assumptions could affect the
future results of Cendant and could cause actual results to differ materially
from those expressed in such forward-looking statements:
o........the effect of economic conditions and interest rate changes on the
economy on a national, regional or international basis and the
impact thereof on Cendant's businesses;
o the effects of changes in current interest rates, particularly on our
real estate franchise and mortgage segments;
o the resolution or outcome of Cendant's unresolved pending
litigation relating to the previously announced accounting
irregularities and other related litigation;
o the ability of Cendant to develop and implement operational and
financial systems to manage rapidly growing operations and to
achieve enhanced earnings or effect cost savings;
o competition in Cendant's existing and potential future lines of
business and the financial resources of, and products
available to, competitiors;
o the ability of Cendant to integrate and operate successfully
acquired and merged businesses and risks associated with such
businesses, including the acquisition of Fairfield and Avis, the
compatibility of the operating systems of the combining companies,
and the degree to which existing administrative and back-office
functions and costs of Cendant and the acquired companies are
complementary or redundant;
o uncertainty relating to the timing and impact of the proposed
dispositions of certain businesses within the Move.com Group
and Welcome Wagon International, Inc. and the spin-off of
Cendant's Individual Membership segment;
o Cendant's ability to obtain financing on acceptable terms to
finance its growth strategy and for Cendant to operate within the
limitations imposed by financing arrangements and rating agencies;
o competitive and pricing pressures in the vacation ownership and travel
industries, including the car rental industry;
o Changes in the vehicle manufacturer repurchase arrangements
between vehicle manufacturers and Avis in the event that used
vehicle values decrease; and
o changes in laws and regulations, including changes in accounting
standards and privacy policy regulation in our membership
and marketing businesses; and
Other factors and assumptions not identified above were also involved in the
derivation of these forward-looking statements, and the failure of such other
assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. Most of these factors are
difficult to predict accurately and are generally beyond the control of Cendant.
You should consider the areas of risk described above in connection
with any forward-looking statements that may be made by Cendant. Except for
their ongoing obligations to disclose material information under the federal
securities laws, Cendant undertakes no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events. For any forward-looking statements contained
in any document, Cendant claims the protection of the safe harbor for
forward-looking statement contained in the Private Securities Litigation Reform
Act of 1995.