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): November 11, 2000
AVIS GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13315 11-3347585
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
900 Old Country Road, Garden City, NY 11530
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (516) 222-3000
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On November 11, 2000, Avis Group Holdings, Inc., a Delaware corporation
("Avis"), Cendant Corporation, a Delaware corporation ("Cendant"), PPH
Corporation, a Maryland corporation and an indirect wholly owned subsidiary of
Cendant ("PHH"), Avis Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of PHH, entered into a definitive Agreement and Plan of Merger,
dated as of November 11, 2000 (the "Merger Agreement"), providing for Cendant to
acquire all of the issued and outstanding shares of Avis' Class A common stock,
other than shares beneficially owned by Cendant, PHH, Avis Acquisition Corp.,
Cendant Car Holdings, Inc. or any other direct or indirect subsidiary of
Cendant, for cash at $33 per share. A copy of the Merger Agreement as executed
on November 11, 2000, is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
On November 13, 2000, Avis and Cendant issued a joint press release
announcing that they had entered into the Merger Agreement, providing for
Cendant to acquire all of the issued and outstanding shares of Avis' Class A
common stock, other than shares beneficially owned by Cendant, PHH, Avis
Acquisition Corp., Cendant Car Holdings, Inc. or any other direct or indirect
subsidiary of Cendant, for cash at $33 per share. A copy of the joint press
release issued in connection with the execution of the Merger Agreement is
attached hereto as Exhibit 99.2 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
No. Description.
99.1 Agreement and Plan of Merger, dated as of November 11, 2000, by and
among Cendant Corporation, PHH Corporation, Avis Acquisition Corp. and
Avis Group Holdings, Inc.
99.2 Joint Press Release of Cendant Corporation and Avis Group Holdings,
Inc., dated November 13, 2000.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AVIS GROUP HOLDINGS, INC.
By: /s/ Kevin M. Sheehan
--------------------------
President-Corporate and Business
Affairs and Chief Financial Officer
(principal financial officer)
Dated: November 14, 2000
EXHIBIT INDEX
Exhibit No. Description.
99.1 Agreement and Plan of Merger, dated as of November 11, 2000, by and
among Cendant Corporation, PHH Corporation, Avis Acquisition Corp, and
Avis Group Holdings, Inc.
99.2 Joint Press Release of Cendant Corporation and Avis Group Holdings,
Inc., dated November 13, 2000.
