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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May 25, 1999 (May 24, 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 Identification Number)
organization)
9 West 57th Street
New York, NY 10019
(Address of principal (Zip Code)
executive office)
(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
References to "Cendant", "we" and "our" means Cendant Corporation and
its subsidiaries.
On May 24, 1999, we announced that we completed our strategic
realignment previously announced in December 1998 and, after careful study and
analysis, our board of directors and management have clearly and definitely
articulated Cendant's core operations.
Our core operations going forward will include the following divisions:
Travel (lodging franchisor, car rental (Avis) franchisor and our vacation
exchange service, Resort Condominiums International - RCI); Real Estate
(residential real estate brokerage franchisor, relocation and mortgage, Welcome
Wagon/GETKO, and our recently announced residential real estate services portal
on the Internet); Direct Marketing (Netmarket Group, individual membership and
insurance/wholesale) and Other Consumer and Business Services (NCP, Jackson
Hewitt Tax Service, and Wizcom). In addition, we will continue to leverage the
Internet as a utility for the marketing and distribution of products and
services within its core operations.
We also announced that Avis Rent A Car, Inc. has executed an agreement
with us to acquire our Fleet segment which includes PHH Vehicle Management
Services Corporation, Cendant Business Answers (Europe) PLC; The Harpur Group
Ltd.; and Wright Express Corporation for $1.44 billion in cash and $360 million
in Convertible Preferred Stock. The transaction is subject to customary
regulatory approvals and is expected to close on or about June 30, 1999. The
transaction follows a competitive bidding process (auction) undertaken by Chase
Securities Inc., Cendant's sole financial advisor. In 1998, the Fleet segment
reported net revenues of $387.4 million and EBITDA of $173.8 million. We will
record an after-tax gain of approximately $750 million from the transaction.
Total proceeds after taxes and expenses are estimated at $1.7 billion.
We also announced that the completion of our strategic alignment
contemplates the sale of our Entertainment Publications, Inc. subsidiary, our
Green Flag unit and other additional non-core asset sales.
Reference is made to Exhibit 99.1 herein, which is incorporated herein
by reference in its entirety.
Item 7. Exhibits
Exhibit
No. Description
99.1 Press release: Cendant Corporation Announces Completion Of
Its Strategic Realignment And Articulates Its Core Operations,
dated May 24, 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/ Jeanne Murphy
Jeanne Murphy
Senior Vice President and
Corporate Counsel
Date: May 25, 1999
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated May 25, 1999 (May 24, 1999)
EXHIBIT INDEX
Exhibit
No. Description
- ------- --------------------------------------------------------------
99.1 Press release: Cendant Corporation Announces Completion Of Its
Strategic Realignment And Articulates Its Core Operations,
dated May 24, 1999.