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
Date of report (Date of earliest event reported): MARCH 1, 2001
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10308 06-0918165
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9 WEST 57TH STREET NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 314-1800
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Merger. On March 1, 2001, Cendant Corporation, a
Delaware corporation (the "Company"), acquired all of the issued and
outstanding shares of Class A common stock, par value $.01 per share (the
"Avis Common Stock"), of Avis Group Holdings, Inc., a Delaware corporation
("Avis"), not previously held by the Company or any subsidiary of the
Company (other than shares of Avis Common Stock held by stockholders who
perfect their appraisal rights under Delaware law), pursuant to the
Agreement and Plan of Merger, dated as of November 11, 2000, by and among
the Company, PHH Corporation, a Maryland corporation and an indirect,
wholly owned subsidiary of the Company ("PHH"), Avis Acquisition Corp., a
Delaware corporation and direct, wholly owned subsidiary of PHH (the
"Merger Sub"), and Avis (the "Merger Agreement"). Pursuant to the Merger
Agreement, Merger Sub was merged with and into Avis (the "Merger"), with
Avis continuing as the surviving corporation and an indirect, wholly owned
subsidiary of the Company. As a result of the Merger, the Avis Common Stock
was deregistered under the Securities Act of 1933, as amended, and delisted
from the New York Stock Exchange.
Upon the consummation of the Merger, each outstanding share
of Avis Common Stock (other than shares of Avis Common Stock held by any
subsidiary of Avis, held in Avis' treasury, held by the Company or any
subsidiary of the Company or held by stockholders who perfect their
appraisal rights under Delaware law), was converted into the right to
receive $33.00 in cash, without interest thereon (the "Merger
Consideration"). The aggregate Merger Consideration to be paid to the
former stockholders of Avis in respect of their shares of Avis Common Stock
is equal to approximately $857 million. In addition, pursuant to the Merger
Agreement, holders of options to purchase shares of Avis Common Stock were
entitled, upon consummation of the Merger, at their election, to either (i)
receive a cash payment equal to the difference between the Merger
Consideration and the per share exercise price of their options, less
applicable withholding tax, or (ii) convert their options into options to
purchase shares of common stock, par value $.01 per share, of the Company
(the "Cendant Common Stock") with approximately the same value. As a result
of such election, the former option holders of Avis received from the
Company in exchange for their options, cash payments totaling an aggregate
of approximately $80 million (the "Option Payments") and options to
purchase approximately 800,000 shares of Cendant Common Stock.
Source and Amount of Funds. The Merger Consideration and the
Option Payments were paid with (i) $200 million of cash on hand at PHH,
(ii) a portion of the $528 million of net proceeds received by the Company
in a private placement of 40 million shares of Cendant Common Stock and
(iii) a portion of the borrowings received by the Company under a $650
million credit facility entered into with The Chase Manhattan Bank, as
administrative agent, on February 22, 2001.
Certain Relations between Cendant and Avis. Prior to the
consummation of the Merger, the Company owned 5,535,800 shares of Avis
Common Stock, or approximately 17.8% of the outstanding shares, and three
directors of the Company also served as directors of Avis. In addition, in
June 1999, Avis acquired PHH's vehicle management and fuel card businesses
in exchange for 7.2 million shares of preferred stock (the "Preferred
Stock") of Avis Fleet Leasing and Management Corporation, a Texas
corporation and an indirect, wholly owned a subsidiary of Avis ("AFL"), and
the assumption of $1.8 billion of indebtedness. The Preferred Stock was
convertible into Avis Common Stock and non-voting Class B common stock, par
value $.01 per share, of Avis. Although the Preferred Stock was not
convertible unless certain earnings and market price thresholds were met,
if converted, the Preferred Stock would have resulted in the Company having
beneficial ownership of up to a 20% voting interest in Avis and a 33%
economic interest. In addition, the Company has contractual relationships
with Avis, including the license to Avis of the right to use the Avis
trademark, as well as Avis' telecommunications and computer processing
system. The Company also provided Avis with certain office space, including
at Avis' headquarters. For a complete description of the relationships
between the Company and Avis, reference is made to the section entitled
"Certain Relations between Cendant and Avis" in the Definitive Proxy
Statement of Avis on Schedule 14A, dated January 26, 2001 (the "Proxy
Statement"), which was filed with the Securities and Exchange Commission on
January 26, 2001 and is incorporated by reference herein.
Avis is one of the world's leading service and information
providers for comprehensive automotive transportation and vehicle
management solutions. Avis operates Avis Rent A Car, the second largest
general-use car rental business in the world, with location in the United
States, Canada, Australia, New Zealand and the Latin American Carribean
region; PHH Arval, one of the world's largest fleet management and leasing
companies; and Wright Express, the world's largest fleet card provider. The
Company intends to continue to operate Avis' business.
A copy of the press release issued by the Company announcing
consummation of the Merger is attached hereto as an exhibit to this Current
Report on Form 8-K and is incorporated by reference herein.
ITEM 5. OTHER EVENTS.
In an effort to integrate the operations of Avis into the
Company, the Company effected an internal reorganization on March 1, 2001.
Under this reorganization, Avis became a subsidiary of Cendant Car
Holdings, LLC, a Delaware limited liability company and an indirect, wholly
owned subsidiary of the Company and AFL, which conducts Avis' worldwide
fleet management operations, became a subsidiary of PHH Holdings
Corporation, a Texas corporation and a direct, wholly owned subsidiary of
PHH.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Financial Statements of Avis Group Holdings, Inc. are
incorporated by reference from Cendant Corporation's Current
Report on Form 8-K, dated November 11, 2000 (previously filed with
the Commission on November 17, 2000 and incorporated by reference
herein).
(b) Pro Forma Financial Information.
The Pro Forma Financial Information giving effect to the
acquisition of Avis Group Holdings, Inc. are incorporated by
reference from Cendant Corporation's Current Report on Form 8-K,
dated November 11, 2000 (previously filed with the Commission on
November 17, 2000 and incorporated by reference herein).
(c) Exhibits.
No. Description
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2.1 Agreement and Plan of Merger by and among Cendant
Corporation, PHH Corporation, Avis Acquisition Corp. and
Avis Group Holdings, Inc., dated as of November 11, 2000
(incorporated by reference from Cendant Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000, dated as of November 14, 2000).
99.1 Press Release issued by Cendant Corporation on March 1,
2001, announcing consummation of the Merger.
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/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President - Law
and Corporate Secretary
Dated: March 9, 2001
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Cendant
Corporation, PHH Corporation, Avis Acquisition Corp. and
Avis Group Holdings, Inc., dated as of November 11, 2000
(incorporated by reference from Cendant Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2000, dated as of November 14, 2000).
99.1 Press Release issued by Cendant Corporation on March 1,
2001, announcing consummation of the Merger.