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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March 25, 1998 (March 23, 1998)
(Date of Report (date of earliest event reported))
Cendant Corporation
(Exact name of Registrant as specified in its charter)
Delaware 1-10308 06-0918165
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of principal executive office) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 5. Other
Proposed Acquisition of American Bankers. On March 23, 1998, Cendant Corporation
(the "Company") announced that it had entered into a definitive agreement to
acquire American Bankers Insurance Group Inc. ("American Bankers") for $67 per
share in cash and stock, for an aggregate consideration of approximately $3.1
billion. The Company intends to purchase 23.5 million shares of American Bankers
at $67 per share through its pending cash tender offer, to be followed by a
merger in which the Company will deliver Cendant shares with a value of $67 for
each remaining share of American Bankers common stock outstanding. The Company
has already received anti-trust clearance to acquire American Bankers. The
tender offer is subject to the receipt of tenders representing at least 51
percent of the common shares of American Bankers as well as customary closing
conditions, including regulatory approvals. The transaction is expected to be
completed in the latter part of the second quarter of 1998.
American Bankers concentrates on marketing affordable, specialty insurance
products and services through financial institutions, retailers and other
entities offering consumer financing as a regular part of their business.
American Bankers, through its subsidiaries, operates in the United States,
Canada, Latin America, the Caribbean and the United Kingdom.
National Parking Corporation Acquisition. On March 23, 1998, the Company
announced that it had agreed with the board of directors of U.K.-based National
Park Corporation Limited ("NPC") to the terms of a recommended cash offer to
acquire the entire issued share capital of NPC for 673 pence per share, a total
of approximately (pound)801 million (approximately $1.3 billion). Payment for
shares will be made in cash. The Company has received irrevocable undertakings
to accept the offer with respect to holdings amounting to approximately 73
percent of NPC's issued share capital and the directors of NPC intend
unanimously to recommend that NPC shareholders accept the offer. The offer is
subject to customary regulatory approvals and it is anticipated that the
transaction will close during the second quarter of 1998. NPC operates in two
principal segments: National Car Parks Limited, the largest private
(non-municipality owned) car park operator in the U.K. with approximately 500
locations, and Green Flag Group Limited, the largest for-profit roadside
assistance organization with more than 3.5 million members in the U.K.
In connection with the foregoing announcements, Moody's Investor Service
confirmed its A3 senior unsecured debt rating of the Company and its A2 rating
for senior unsecured debt of PHH Corporation, a wholly-owned subsidiary of the
Company, and Standard and Poor's placed its A rating of the Company and its A+
long-term corporate credit rating of PHH Corporation on Credit Watch with
negative implications.
The information set forth in the press releases attached hereto as Exhibits 99.1
and 99.2 are incorporated herein by reference in their entirety.
Item 7. Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated March 23, 1998 among the
Company, Season acquisition Corp. and American Bankers
Insurance Group, Inc. (incorporated by reference to Exhibit
C-2 to the Schedule 14D-1 (Amendment 31), dated March 23,
1998, filed by the Company and Season Acquisition Corp.)
99.1 Press Release: Cendant and American Bankers Reach Agreement on
$67 Per Share Merger Transaction dated March 23, 1998.
99.2 Press Release: Cendant to Acquire UK-based National Parking
Corporation Limited in $1.3 billion Transaction.
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/ Scott E. Forbes
Scott E. Forbes
Senior Vice President-Finance
and Chief Accounting Officer
Date: March 25, 1998
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated March 25, 1998 (March 23, 1998)
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated March 23, 1998 among the
Company, Season acquisition Corp. and American Bankers
Insurance Group, Inc. (incorporated by reference to Exhibit
C-2 to the Schedule 14D-1 (Amendment 31), dated March 23,
1998, filed by the Company and Season Acquisition Corp.)
99.1 Press Release: Cendant and American Bankers Reach Agreement on
$67 Per Share Merger Transaction dated March 23, 1998.
99.2 Press Release: Cendant to Acquire UK-based National Parking
Corporation Limited in $1.3 billion Transaction.