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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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JANUARY 29, 1998 (JANUARY 29, 1998)
(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 (I.R.S. Employer
of incorporation or organization) File No.) Identification Number)
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive office) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
ITEM 5. OTHER EVENTS
This Current Report on Form 8-K includes the supplemental consolidated
financial statements and management's discussion and analysis of financial
condition and results of operations of Cendant Corporation, formerly CUC
International Inc. (the "Company"), and gives retroactive effect to the merger
with HFS Incorporated, which has been accounted for as a pooling of interests.
ITEM 7. EXHIBITS
Exhibit
No. Description
- ------- -----------
11.1 Computation of per share earnings for year ended December 31, 1996,
1995 and 1994 (as restated to reflect the merger with HFS
Incorporated).
11.2 Computation of per share earnings for three months ended March 31,
1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
11.3 Computation of per share earnings for three and six months ended June
30, 1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
11.4 Computation of per share earnings for three and nine months ended
September 30, 1997 and 1996 (as restated to reflect the merger with
HFS Incorporated).
12 Computation of ratio of earnings to fixed charges
23.1 Consent of Deloitte & Touche LLP relating to the audited financial
statements of the Company.
23.2 Consent of Ernst & Young LLP relating to the audited financial
statements of CUC International Inc.
23.3 Consent of KPMG Peat Marwick LLP relating to the audited financial
statements of PHH Corporation.
23.4 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Sierra On-Line, Inc.
23.5 Consent of KPMG Peat Marwick LLP relating to the audited financial
statements of Davidson & Associates, Inc.
23.6 Consent of Price Waterhouse LLP relating to the audited financial
statements of Ideon Group, Inc.
27.1 Restated financial data schedule for the years ended December 31,
1996, 1995 and 1994 (as restated to reflect the merger with HFS
Incorporated).
27.2 Restated financial data schedule for the three months ended March 31,
1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
27.3 Restated financial data schedule for the six months ended June 30,
1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
27.4 Restated financial data schedule for the nine months ended
September 30, 1997 and 1996 (as restated to reflect the merger with
HFS Incorporated).
99.1 Supplemental Consolidated Financial Statements of the Company for the
years ended December 31, 1996, 1995 and 1994 (as restated to reflect
the merger with HFS Incorporated on December 17, 1997).
99.2 Supplemental Interim Consolidated Financial Statements of the Company
for the three month periods ended March 31, 1997 and 1996, three and
six month periods ended June 30, 1997 and 1996 and the three and nine
month periods ended September 30, 1997 and 1996 (as restated to
reflect the merger with HFS Incorporated on December 17, 1997).
99.3 Supplemental Management's Discussion and Analysis of Financial
Condition and Results of Operations of the Company for the years ended
December 31, 1996 and 1995. Supplemental Interim Management's
Discussion and Analysis of Financial Condition and Results of
Operations of the Company for the three month periods ended March 31,
1997 and 1996, three and six month periods ended June 30, 1997 and
1996, and three and nine month periods ended September 30, 1997 and
1996. (all Supplemental Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Company are
restated to reflect the merger with HFS Incorporated on December 17,
1997).
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/ Scott E. Forbes
Scott E. Forbes
Senior Vice President
and Chief Accounting Officer
Date: January 29, 1998
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED JANUARY 29, 1998 (JANUARY 29, 1998)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
11.1 Computation of per share earnings for year ended December 31,
1996, 1995 and 1994 (as restated to reflect the merger with HFS
Incorporated).
11.2 Computation of per share earnings for three months ended March
31, 1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
11.3 Computation of per share earnings for three and six months ended
June 30, 1997 and 1996 (as restated to reflect the merger with
HFS Incorporated).
11.4 Computation of per share earnings for three and nine months ended
September 30, 1997 and 1996 (as restated to reflect the merger
with HFS Incorporated).
12 Computation of ratio of earnings to fixed charges
23.1 Consent of Deloitte & Touche LLP relating to the audited
financial statements of the Company.
23.2 Consent of Ernst & Young LLP relating to the audited financial
statements of CUC International Inc.
23.3 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of PHH Corporation.
23.4 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Sierra On-Line, Inc.
23.5 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of Davidson & Associates, Inc.
23.6 Consent of Price Waterhouse LLP relating to the audited financial
statements of Ideon Group, Inc.
27.1 Restated financial data schedule for the years ended December 31,
1996, 1995 and 1994 (as restated to reflect the merger with HFS
Incorporated).
27.2 Restated financial data schedule for the three months ended March
31, 1997 and 1996 (as restated to reflect the merger with HFS
Incorporated).
27.3 Restated financial data schedule for the six months ended
June 30, 1997 and 1996 (as restated to reflect the merger with
HFS Incorporated).
27.4 Restated financial data schedule for the nine months ended
September 30, 1997 and 1996 (as restated to reflect the merger
with HFS Incorporated).
99.1 Supplemental Consolidated Financial Statements of the Company for
the years ended December 31, 1996, 1995 and 1994 (as restated to
reflect the merger with HFS Incorporated on December 17, 1997).
99.2 Supplemental Interim Consolidated Financial Statements of the
Company for the three month periods ended March 31, 1997 and
1996, three and six month periods ended June 30, 1997 and 1996
and the three and nine month periods ended September 30, 1997 and
1996 (as restated to reflect the merger with HFS Incorporated on
December 17, 1997).
99.3 Supplemental Management's Discussion and Analysis of Financial
Condition and Results of Operations of the Company for the years
ended December 31, 1996 and 1995. Supplemental Interim
Management's Discussion and Analysis of Financial Condition and
Results of Operations of the Company for the three month periods
ended March 31, 1997 and 1996, three and six month periods ended
June 30, 1997 and 1996, and three and nine month periods ended
September 30, 1997 and 1996. (all Supplemental Management's
Discussion and Analysis of Financial Condition and Results of
Operations of the Company are restated to reflect the merger with
HFS Incorporated on December 17, 1997).