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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
Commission file number 1-10308
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August 28, 1998 (August 27, 1998)
(Date of Report (date of earliest event reported))
Cendant Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-0918165
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
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)
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ITEM 5. OTHER
Audit Committee Report. On August 27, 1998, Cendant Corporation (the "Company")
announced that the Audit Committee of its Board of Directors had presented to
the Board of Directors its report on the investigation into the accounting
irregularities uncovered in the former CUC businesses and its conclusions
regarding responsibility for those actions. Reference is made to Exhibit 99.2
for a copy of the full report of the Audit Committee which is incorporated
herein by reference in its entirety. A summary of the Audit Committee Report is
attached hereto as Exhibit 99.1.
Delay in Form 10-K/A Filing and Postponement of Annual Meeting. On August 27,
1998, the Company also announced that it expected to file its restated
financial statements on a Form 10-K/A in late September due to additional
revisions to its accounting policies as requested by the Securities and
Exchange Commission (the "SEC"). The Company has completed preparation of
preliminary restated financial statements for its 1997, 1996 and 1995 fiscal
years. These financial statements are consistent with the Company's earlier
disclosures regarding the extent and nature of accounting errors and
irregularities at business units of the former CUC International Inc. ("CUC").
However, the SEC has requested the Company to implement further changes in the
Company's revenue recognition accounting policy for individual memberships as
part of the SEC's ongoing review of revenue recognition accounting policies by
all companies that sell services with a full refund offer. The accounting
policy change requested by the SEC goes beyond those believed necessary and
appropriate by Deloitte & Touche LLP and Arthur Andersen to correct accounting
irregularities and errors.
The Company also announced that it has postponed its Annual Meeting of
Shareholders scheduled for October 1, 1998 until a later date.
The press releases relating to the foregoing announcements are filed herewith
as Exhibits 99.4 and 99.5, respectively, and are incorporated by reference
herein in their entirety.
ITEM 7. EXHIBITS
Exhibit
No. Description
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99.1 Summary of Conclusions of the Audit Committee Report
99.2 Audit Committee Report
99.3 Addendum to the Audit Committee Report
99.4 Press Release: Cendant Audit Committee Reports to Board of
Directors on Its Investigation into Accounting Irregularities,
dated August 27, 1998.
99.5 Press Release: Cendant to Delay 10-K Filing, dated August 27, 1998.
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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
Senior Executive Vice President
and General Counsel
Date: August 28, 1998
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated August 28, 1998 (August 27, 1998)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Summary of Conclusions of the Audit Committee Report
99.2 Audit Committee Report
99.3 Addendum to the Audit Committee Report
99.4 Press Release: Cendant Audit Committee Reports to Board of
Directors on Its Investigation into Accounting Irregularities,
dated August 27, 1998.
99.5 Press Release: Cendant to Delay 10-K Filing, dated August 27,
1998.
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