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
Commission file number 1-10308
------------
October 14, 1998 (October 13, 1998)
(Date of Report (date of earliest event reported))
Cendant Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-0918165
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
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
Cendant and American Bankers Terminate Merger Agreement; Cendant
Terminates Tender Offer for American Bankers' Shares. On October 13, 1998,
Cendant Corporation (the "Company"), Season Acquisition Corp. ("Sub") and
American Bankers Insurance Group, Inc. ("American Bankers") entered into a
settlement agreement (the "Settlement Agreement"), pursuant to which they have
terminated their Agreement and Plan of Merger, dated March 23, 1998 (the "Merger
Agreement") which provided for the Company's acquisition of American Bankers.
Pursuant to the Settlement Agreement, the Company and American Bankers
have released each other from any claims relating to the Company's proposed
acquisition of American Bankers and the Company has made a $400 million cash
payment to American Bankers. In addition, Cendant has agreed to withdraw any
applications it has pending with insurance regulatory authorities in order to
obtain control of American Bankers and to withdraw from any proceedings or
hearings in connection with such applications. Cendant has also agreed to
refrain from taking any actions or making any statements intended to frustrate
or delay any business combination between American Bankers and any other party.
Pursuant to the Settlement Agreement and as a result of the termination of
the Merger Agreement, the Company also has terminated its pending tender offer
for American Bankers shares.
A copy of the Settlement Agreement is included as Exhibit 99.2 hereto and
is incorporated herein by reference.
Cendant Announces $1 Billion Share Repurchase Program. On October 13, 1998,
the Company announced that its Board of Directors has authorized a $1 billion
common share repurchase program. The Company expects to execute the program
through open-market purchases.
With the termination of its proposed acquisition of American Bankers, the
Company's principal financial goals will be to retire its outstanding $3.25
billion bank term loan, a portion of which was raised in contemplation of the
American Bankers transaction, and to execute its share repurchase program.
2
Item 7. Exhibits
Exhibit
No. Description
- ------- ----------------------------------------------------------------------
99.1 Press Release: Cendant Corporation and American Bankers Insurance
Group Make Announcement, dated October 13, 1998.
99.2 Settlement Agreement, dated October 13, 1998, by and among American
Bankers Insurance Group, Inc. Cendant Corporation and Season
Acquisition Corp.
99.3 Press Release: Cendant Announces $1 Billion Share Repurchase Program,
dated October 13, 1998.
3
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
James E. Buckman
Senior Executive Vice President
and General Counsel
Date: October 14, 1998
4
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated October 14, 1998 (October 13, 1998)
EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------------
99.1 Press Release: Cendant Corporation and American Bankers
Insurance Group Make Announcement, dated October 13, 1998.
99.2 Settlement Agreement, dated October 13, 1998, by and among
American Bankers Insurance Group, Inc. Cendant Corporation
and Season Acquisition Corp.
99.3 Press Release: Cendant Announces $1 Billion Share Repurchase
Program, dated October 13, 1998.
5