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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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APRIL 6, 2000 (APRIL 3, 2000)
(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)
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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.
Reclassification. On April 4, 2000, we announced that, as previously
disclosed in the Company's proxy statement for the stockholder meeting held on
March 21, 2000, all outstanding shares of Cendant Corporation common stock, par
value $.01 per share, have been reclassified into shares of CD stock, par value
$.01 per share. As a result of such reclassification, we will now have two
classes of common stock outstanding: CD stock and Move.com stock. CD stock is a
class of common stock of Cendant Corporation intended to track the performance
of Cendant Group that includes:
o All of the businesses in our four principal divisions including real estate
services, travel services, direct marketing-related services and other
consumer and business services, except for the businesses that comprise
Move.com Group; and
o A retained interest in Move.com Group, which is currently approximately
87%, but which will further decline to reflect any future issuance of
Move.com stock.
Move.com stock is a class of common stock of the Company intended to track the
performance of Move.com Group which consists of those businesses, assets and
liabilities of Cendant that are dedicated to providing online relocation, real
estate and home-related products and services.
Each outstanding share of Cendant Corporation common stock has
automatically been reclassified into one share of CD stock and existing Company
common stock certificates will automatically represent CD stock. Since the
reclassification was automatic, stockholders do not need to send in their stock
certificates or make any notations reflecting the change. CD stock will continue
to trade on the New York Stock Exchange under the symbol "CD".
Cendant Internet Group also announced that Liberty Digital, Inc.
purchased approximately 1.5 million shares of Move.com stock. Liberty Digital
and Cendant also agreed to use their good faith efforts to enter into mutually
acceptable agreements concerning the development of real estate-related
programming for Liberty Digital's interactive home channel based on Move.com
Group's Web content. Additionally, Chatham Street Holdings, LLC exercised a
contractual right to purchase approximately 1.5 million shares of Move.com
stock. NRT Incorporated also entered into an agreement to purchase approximately
318,000 shares of Move.com stock.
Reference is made to Exhibit 99.1 for the full text of the press
release relating to stock reclassification, which is incorporated herein by
reference in its entirety.
Board Composition. On April 5, 2000, we announced that we had changed
the composition of our board of directors. Messrs. Robert D. Kunisch and John D.
Snodgrass, both former employee directors, have resigned effective March 31,
2000. Ms. Myra J. Biblowit, Vice Dean for External Affairs, New York University
School of Medicine and Senior Vice President of Mount Sinai-NYU Health System
and Ms. Sheli Z. Rosenberg, Vice Chairman, Equity Group Investments, Inc. have
been elected to fill these board vacancies effective April 3, 2000.
Additionally, Michael P. Monaco, also a former employee director, and Dr. Carole
G. Hankin, the last remaining director nominated by the former CUC International
as part of the December 1997 merger between CUC and HFS Incorporated to form
Cendant, have resigned effective at the Company's annual meeting of shareholders
on May 25, 2000.
Upon completion of this restructuring of the Board following our annual
meeting of stockholders in May, we will have reduced the size of our board to 13
directors and lowered the number of employee directors to three.
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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
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James E. Buckman
Vice Chairman
and General Counsel
Date: April 6, 2000
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED APRIL 6, 2000 (APRIL 3, 2000)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release: Cendant Corporation Announces Stock
Reclassification.
99.2 Press Release: Cendant Announces Changes in Board Composition.