===============================================================================
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
----------
March 6, 1998 (February 24, 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
On March 2, 1998, Cendant Corporation (the "Company") completed a public
offering of 29,900,000 FELINE PRIDES(SM) (consisting of "Income PRIDES"(SM) and
"Growth PRIDES"(SM)) and 2,300,000 6.45% Trust Originated Preferred Securities
(the "Trust Preferred Securities"). Initially, 27,600,000 Trust Preferred
Securities were held as a component of the FELINE PRIDES. The FELINE
PRIDES initially consist of (A) 27,600,000 units (referred to as "Income
PRIDES") with a stated amount per Income PRIDES of $50 (the "Stated Amount")
and (B) 2,300,000 units (referred to as "Growth PRIDES") with a face amount per
Growth PRIDES equal to the Stated Amount. Each Income PRIDES initially consists
of a unit comprised of (a) a stock purchase contract (a "Purchase Contract")
under which (i) the holder will purchase from the Company on February 16, 2001
(The "Purchase Contract Settlement Date"), for an amount of cash equal to the
Stated Amount, a number of newly issued shares of common stock, $0.01 par value
per share (the "Common Stock"), of the Company, and (ii) the Company will pay
the holder unsecured contract adjustment payments ("Contract Adjustment
Payments") at the rate of 1.05% of the Stated Amount per annum and (b)
beneficial ownership of a Trust Preferred Security. Each Growth PRIDES
initially consists of a unit comprised of (a) a Purchase Contract under which
(i) the holder will purchase from the Company on the Purchase Contract
Settlement Date, for an amount in cash equal to the Stated Amount, a number of
newly issued shares of Common Stock of the Company, and (ii) the Company will
pay the holder Contract Adjustment Payments, at the rate of 1.3% of the Stated
Amount per annum and (b) a 1/20 undivided beneficial interest in a U.S.
Treasury Security in an amount equal to $1,000 payable on February 15, 2001.
The Company will, directly or indirectly, own all of the common securities of
the Trust (the "Common Securities" and, together with the Trust Preferred
Securities, the "Trust Securities") representing undivided beneficial interests
in the assets of the Trust. The Trust exists for the sole purpose of issuing
the Trust Securities and investing the proceeds thereof in an equivalent amount
of debentures of the Company due February 16, 2003 and initially bearing
interest at 6.45% per annum (the "Debentures").
The ability of the Trust to pay distributions on the Trust Preferred
Securities will be solely dependent on the receipt of interest payments from
the Company on the Debentures. The Company will have the right at any time,
and from time to time, to defer interest payments on the Debentures for
successive extension periods (the "Extension Periods") limited, in the
aggregate, to a period not extending beyond the maturity date of the
Debentures. During any such Extension Period, (a) the Company shall not
declare or pay dividends on, make distributions with respect to, or redeem,
purchase or acquire, or make a liquidation payment with respect to, any of its
capital stock (other than (i) purchases or acquisitions of capital stock of
the Company in connection with the satisfaction by the Company of its
obligations under any employee or agent benefit plans or the satisfaction by
the Company of its obligations pursuant to any contract or security
outstanding on the date of such event requiring the Company to purchase
capital stock of the Company, (ii) as a result of a reclassification of the
Company's capital stock or the exchange or conversion of one class or series
of the Company's capital stock for another class or series of the Company's
capital stock, (iii) the purchase of fractional interests in shares of the
Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (iv)
dividends or distributions in capital stock of the Company (or rights to
acquire capital stock) or repurchases or redemptions of capital stock solely
from the issuance or exchange of capital stock or (v) redemptions or
repurchases of any rights outstanding under a shareholder rights plan), (b)
the Company shall not make any payment of interest, principal or premium, if
any, on or repay, repurchase or redeem any debt securities issued by the
Company that rank junior to the Debentures and (c) the Company shall not make
any guarantee payments with respect to the foregoing (other than payments
pursuant to the guarantees of the Trust Preferred Securities and the Common
Securities). Prior to the termination of any such Extension Period, the Company
may further extend the interest payment period; provided, that such Extension
Period may not extend beyond the stated maturity of the Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due,
the Company may commence a new Extension Period subject to the above
requirements.
(SM) Service Mark of Merrill Lynch & Co., Inc.
ITEM 7. EXHIBITS
Exhibit
No. Description
- ------- -----------
1.1 Underwriting Agreement dated February 24, 1998, among Cendant
Corporation, Cendant Capital I, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities
Inc.
4.1 Amended and Restated Declaration of Trust of Cendant Capital I,
dated February 24, 1998.
4.2 Preferred Securities Guarantee Agreement, dated March 2, 1998,
between Cendant Corporation and Wilmington Trust Company.
4.3 Purchase Contract Agreement (including as Exhibit A the form of
the Income PRIDES and as Exhibit B the form of the Growth
PRIDES), dated as of March 2, 1998, between Cendant Corporation
and The First National Bank of Chicago.
4.4 Indenture, dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of
New York as Trustee.
4.5 First Supplemental Indenture, dated February 24, 1998, between
Cendant Corporation and The Bank of Nova Scotia Trust Company
of New York as Trustee.
4.6 Remarketing Agreement, dated March 2, 1998 among Cendant
Corporation, Cendant Capital I, The First National Bank of
Chicago, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
5.1 Opinion of Eric J. Bock regarding the legality of the Securities
registered in the Registration Statement on Form S-3 of Cendant
Corporation as filed with the Commission on January 29, 1998, and
subsequently amended (File no. 333-45227).
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the Securities of the Cendant Trusts registered in
the Registration Statement on Form S-3 of Cendant Corporation as
filed with the Commission on January 29, 1998, and subsequently
amended (File no. 333-45227).
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to tax
matters in connection with the Registration Statement on Form S-3
of Cendant Corporation as filed with the Commission on January
29, 1998, and subsequently amended (File No. 333-45227).
SIGNATURES
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
Senior Executive Vice President
and General Counsel
Date: March 6, 1998
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORTED DATED MARCH 6, 1998 (FEBRUARY 24, 1998)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.1 Underwriting Agreement dated February 24, 1998, among Cendant
Corporation, Cendant Capital I, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Chase Securities
Inc.
4.1 Amended and Restated Declaration of Trust of Cendant Capital I,
dated February 24, 1998.
4.2 Preferred Securities Guarantee Agreement, dated March 2, 1998,
between Cendant Corporation and Wilmington Trust Company.
4.3 Purchase Contract Agreement (including as Exhibit A the form of
the Income PRIDES and as Exhibit B the form of the Growth
PRIDES), dated as of March 2, 1998, between Cendant Corporation
and The First National Bank of Chicago.
4.4 Indenture, dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of
New York as Trustee.
4.5 First Supplemental Indenture, dated February 24, 1998, between
Cendant Corporation and The Bank of Nova Scotia Trust Company
of New York as Trustee.
4.6 Remarketing Agreement, dated March 2, 1998 among Cendant
Corporation, Cendant Capital I, The First National Bank of
Chicago, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
5.1 Opinion of Eric J. Bock regarding the legality of the Securities
registered in the Registration Statement on Form S-3 of Cendant
Corporation as filed with the Commission on January 29, 1998, and
subsequently amended (File no. 333-45227).
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the Securities of the Cendant Trusts registered in
the Registration Statement on Form S-3 of Cendant Corporation as
filed with the Commission on January 29, 1998, and subsequently
amended (File no. 333-45227).
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to tax
matters in connection with the Registration Statement on Form S-3
of Cendant Corporation as filed with the Commission on January
29, 1998, and subsequently amended (File No. 333-45227).