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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January 8, 1999 (January 7, 1999)
(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
On January 7, 1999, Cendant Corporation (the "Company") announced that it
reached a preliminary agreement in principle with plaintiffs' counsel
representing the class of holders of its PRIDES securities who purchased their
securities on or prior to April 15, 1998 to settle their class action lawsuit
against the Company through the issuance of a new "Right" for each PRIDES
security held.
Under the preliminary agreement only persons who owned Income or Growth PRIDES
("PRIDES") at the close of business on April 15, 1998 will be eligible to
receive a new additional "Right" for each PRIDES security held. Current holders
of PRIDES will not receive any Rights (unless they also held PRIDES on April 15,
1998).
If the potential settlement proceeds as contemplated, the Company will record an
after tax charge of approximately $220 million, or $0.26 per share, ($350
million pre-tax) in the fourth quarter of 1998. The Company will record an
increase in Shareholders' Equity of $350 million as a result of the prospective
issuance of the Rights. As a result, the potential settlement should not reduce
the Company's net book value. In addition it is not expected to reduce 1999
earnings per share. There is no assurance that a definitive agreement will be
reached and any such agreement is subject to court approval and will be subject
to certain conditions. There can be no assurance that the court will approve the
agreement or that the conditions contained in any definitive agreement will be
fulfilled. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
Item 7. Exhibits
Exhibit
No. Description
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99.1 Press Release: Cendant Corporation Announces Preliminary Agreement in
Principle to Settle PRIDES Securities Class Action Suit for Holders as
of April 15, 1998, dated January 7, 1999.
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
Vice Chairman
and General Counsel
Date: January 8, 1999
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated January 8, 1999 (January 7, 1999)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release: Cendant Corporation Announces Preliminary
Agreement in Principle to Settle PRIDES Securities Class
Action Suit for Holders as of April 15, 1998, dated
January 7, 1999.