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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November 24, 1998 (November 20, 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 File No.) (I.R.S. Employer
of incorporation or organization) 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
Sale of Software Division. On November 20, 1998, Cendant Corporation (the
"Company") entered into a definitive agreement to sell the Company's consumer
software division, Cendant Software Corporation and its subsidiaries, to
Paris-based Havas S.A., a subsidiary of Vivendi S.A., for $800 million in cash
plus future cash contingent payments of up to approximately $200 million due
through 1999. Subject to customary regulatory approvals and conditions to
closing, the transaction is expected to be completed in the first quarter of
1999. The Company currently intends to use proceeds from the sale for general
corporate purposes, including, subject to bank credit facility covenants and
rating agency constraints, the purchase of up to $1 billion of the Company's
common stock in open market transactions, negotiated transactions or by any
other prudent methods.
For a more detailed description of the terms of the transaction,
reference is made to Exhibits 99.1 and 99.2 which are incorporated herein by
reference in their entirety.
Ratio of Earnings to Fixed Charges. The ratio of earnings to fixed
charges for the nine months ended September 30, 1998 is 2.44. The foregoing
information is presented herein for purposes of incorporating by reference such
ratio into the Company's Securities Act of 1933 registration statements.
Item 7. Exhibits
Exhibit
No. Description
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99.1 Press Release: Cendant Corporation to sell Software Division,
dated November 20, 1998.
99.2 Stock Purchase Agreement, dated as of November 20, 1998, by and
among Cendant Corporation, Cendant Membership Services, Inc.
and Havas S.A.
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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: November 24, 1998
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CENDANT CORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated November 24 1998 (November 20, 1998)
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release: Cendant Corporation to sell Software Division,
dated November 20,1998.
99.2 Stock Purchase Agreement, dated as of November 20, 1998, by
and among Cendant Corporation, Cendant Membership Services,
Inc. and Havas S.A.
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