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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December 2, 1999 (November 30, 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
Except as expressly indicated or unless the context otherwise requires,
"Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
Corporation, and its subsidiaries.
Completion of Divestiture Program. On November 30, 1999, we announced
that we completed the sale of Entertainment Publications, Inc. to The Carlyle
Group and the sale of Green Flag to Direct Line for a combined total value of
$735 million thus concluding our program to divest non-strategic assets. The
Entertainment Publications and Green Flag transactions generated a combined
pre-tax book gain of approximately $230 million.
Entertainment Publications is the world's largest marketer and
publisher of coupon books and discount programs. Green Flag is a UK roadside
assistance organization, providing a wide range of emergency support and rescue
services to more than 2.5 million customers representing 15% of the UK market.
As previously reported, our program to divest non-strategic assets has
resulted in the disposition of 18 business units, and has generated about $4.5
billion in proceeds. Proceeds have been primarily used to repurchase Cendant
stock and reduce indebtedness. As of November 30, 1999, we have reduced shares
outstanding by approximately 152 million shares or 18%, have retired
approximately $700 million in debt and currently have more than $1.5 billion in
cash.
For a more detailed description of the completion of the divestiture program,
reference is made to Exhibit 99.1, which is incorporated herein by reference in
its entirety.
Postponement of Special Meeting of Stockholders. The Special Meeting of
Stockholders called for January 14, 2000 has been postponed. A new meeting and
record date will be announced upon determination.
Item 7. Exhibits
Exhibit
No. Description
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99.1 Press Release: Cendant Corporation Completes Sale of
Entertainment Publications and Green Flag; Concludes
Program to Divest Non-Core Assets, dated November 30, 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: December 2, 1999
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated December 2, 1999 (November 30, 1999)
EXHIBIT INDEX
Exhibit
No. Description
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99.1 Press Release: Cendant Corporation Completes Sale of
Entertainment Publications and Green Flag; Concludes
Program to Divest Non-Core Assets, dated November 30, 1999.