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
Date of Report (Date of earliest event reported): April 30, 2002
TRENDWEST RESORTS, INC.
(Exact name of registrant as specified in its charter)
Oregon 000-22979 93-1004403
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
98052 Willows Road
Redmond, Washington 98052
(Address of principal executive office)
(425) 498-2500
(Registrant's telephone number including area code)
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Item 1. Change in Control of Registrant.
On April 30, 2002, Cendant Corporation ("Cendant"), through a wholly-owned
subsidiary ("Tornado Acquisition Corporation") purchased approximately 90.1% of
the outstanding shares of Trendwest Resorts, Inc. common stock (the "Stock
Purchase") from JELD-WEN, inc. ("JELD-WEN") and certain other shareholders of
Trendwest Resorts, Inc. ("Trendwest"). A total of 32,800,234 shares of Trendwest
common stock were acquired for approximately 42,551,732 shares of Cendant common
stock, designated CD common stock, based on an exchange ratio of 1.2973 shares
of CD common stock for each share of Trendwest CD common stock. In addition, on
May 1, 2002, pursuant to a Stock Option Agreement between Cendant and Trendwest,
Cendant purchased 100,000 shares of the Trendwest's common stock for $2.4
million in cash at $24.00 per share.
Immediately prior to the Stock Purchase, JELD-WEN acquired the assets
comprising the MountainStar development project from Trendwest. The purchase
price for MountainStar was equal to the net book value of MountainStar, which
was approximately $44 million, comprised of approximately $76 million in net
assets less approximately $32 million of debt related to MountainStar assumed by
JELD-WEN as a consequence of the MountainStar redemption. The purchase price was
paid for by JELD-WEN by the redemption of 1,825,127 shares of its Trendwest
common stock valued at $24.00 per share. These shares were cancelled. As
previously announced, the Agreement and Plan of Merger and Reorganization, dated
March 30, 2002, by and among Cendant, Tornado Acquisition Corporation and
JELD-WEN (the "Merger Agreement") provides that in order to prevent the
MountainStar redemption from causing the transaction to fail to qualify as a
reorganization under section 368(a) of the Internal Revenue Code, if the average
price of Cendant CD common stock is less than $10.00 on the closing date of the
merger, then the MountainStar redemption will be cancelled, JELD-WEN and
Trendwest will be returned to their respective positions prior to the
MountainStar redemption, and the approximately 1.8 million shares of Trendwest
common stock redeemed will be purchased from JELD-WEN by Cendant at the price
per share paid by Cendant for JELD-WEN's shares of Trendwest common stock in the
Stock Purchase.
Immediately following the Stock Purchase, William F. Peare, Jeffrey P.
Sites, Jerol E. Andres, Douglas P. Kintzinger and Roderick C. Wendt resigned as
members of Trendwest's board of directors. Pursuant to the bylaws of Trendwest,
Trendwest's board of directors elected James E. Buckman, Stephen P. Holmes,
Samuel L. Katz, and Kevin M. Sheehan to fill the vacancies on the board of
directors, each such director to hold office until the next annual meeting of
shareholders.
As previously announced, Cendant's acquisition of Trendwest is to be
consummated in two steps. The second step of the transaction, which is the
acquisition of the remaining outstanding Trendwest shares pursuant to a
short-form merger, will close following the effectiveness of the registration
statement on Form S-4 relating to the issuance of Cendant CD common stock to
such remaining shareholders, which Form S-4 was filed on May 1, 2002, and the
satisfaction of certain other conditions in the Merger Agreement. The exchange
ratio for Cendant's acquisition of shares of Trendwest common stock in the
second step will be no less than 1.2973 shares of CD common stock for each share
of Trendwest common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Stock Purchase Agreement dated March 30, 2002 by and between
Cendant Corporation, Tornado Acquisition Corporation ,
JELD-WEN, inc and certain other shareholders of Trendwest
Resorts, Inc.. (1)
2.2 Agreement and Plan of Merger and Reorganization by and
between Cendant Corporation, Tornado Acquisition
Corporation, JELD-WEN, inc. and Trendwest Resorts, Inc.
dated March 30, 2002. (1)
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<Page>
99.1 Stock Option Agreement between Cendant Corporation and
Trendwest Resorts, Inc. dated as of March 30, 2002. (1)
99.2 Conditional Stock Redemption Agreement dated as of March 30,
2002 by and between Trendwest Resorts, Inc., and JELD-WEN,
inc. (1)
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(1) Incorporated by reference to Trendwest's Current Report on
Form 8-K dated March 30, 2002.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRENDWEST RESORTS, INC.
By: /s/ Timothy O'Neil
---------------------------
Timothy O'Neil
Date: May 2, 2002 Chief Financial Officer
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