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 ------------ June 2, 1999 (May 27, 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 At our Annual Meeting of Stockholders held on May 27, 1999, our stockholders approved amendments to Article V, Section 1(a), 1(d), 3(d) and 4 of our By-Laws to eliminate the provision requiring the Executive Committee of the Board of Directors to nominate certain persons nominated by the former directors of CUC International Inc. and to eliminate the Litigation Committee of the Board of Directors. At the Annual Meeting, 702,522,495 votes were duly cast FOR the approval of such amendments representing more than 80% of our outstanding shares of common stock. The Amended and Restated By-Laws are attached hereto as Exhibit 3.1 Item 7. Exhibits Exhibit No. Description - ------- ------------------------------------------------------------- 3.1 Amended and Restated By-Laws 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: June 2, 1999 CENDANT CORPORATION CURRENT REPORT ON FORM 8-K Report Dated June 2, 1999 (May 27, 1999) EXHIBIT INDEX Exhibit No. Description - -------- ------------------------------------------------------------- 3.1 Amended and Restated By-Laws