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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of The Securities Exchange Act of 1934)
Avis Group Holdings, Inc.
(Name of the Issuer)
Avis Group Holdings, Inc.
Cendant Corporation
PHH Corporation
(Name of Person(s) Filing Statement)
Class A Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
05379010
(CUSIP Number of Class of Securities)
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Avis Group Holdings, Inc. Cendant Corporation PHH Corporation
900 Old Country Road 9 West 57th Street 6 Sylvan Way
Garden City, New York 11530 37th Floor Parsippany, New Jersey 07054
Telephone: (516) 222-3000 New York, New York 10019 Telephone: (973) 428-9700
Telephone: (212) 413-1800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
with copies to:
John M. Reiss Richard E. Farley Patricia Moran
White & Case LLP Cahill Gordon & Reindel Skadden, Arps, Slate, Meagher & Flom LLP
1155 Avenue of the Americas 80 Pine Street One Rodney Square
New York, New York 10036 New York, New York 10005 Wilmington, Delaware 19801
Telephone: (212) 819-8200 Telephone: (212) 701-3000 Telephone: (302) 651-3000
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This statement is filed in connection with (check the appropriate box):
a. (X) The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. (_) The filing of a registration statement under the Securities Act
of 1933.
c. (_) A tender offer.
d. (_) None of the above.
Check the following box if the soliciting materials or information statement are
preliminary copies: (X)
Check the following box if the filing is a final amendment reporting the results
of the transaction: (_)
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$936,763,069 $187,352
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*The transaction valuation was based upon the sum of (a) the product of
25,708,652 shares of Class A Common Stock and the merger consideration of $33.00
per share and (b) the difference between $33.00 and the exercise price per share
of Class A Common Stock of each of the 7,793,435 shares covered by outstanding
options.
** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50 of 1% of Transaction Valuation.
(X) Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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Amount Previously Paid: $187,352 Filing Party: Avis Group Holdings, Inc.
Form or Registration No.: Schedule 14A Date Filed: November 28, 2000
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SECTION 13E-3 TRANSACTION STATEMENT
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed jointly by Avis Group Holdings, Inc., a Delaware
corporation ("Avis"), Cendant Corporation, a Delaware corporation ("Cendant")
and PHH Corporation, a Maryland corporation and an indirect wholly-owned
subsidiary of Cendant ("PHH Corporation"), in connection with the Agreement and
Plan of Merger, dated as of November 11, 2000 (the "Merger Agreement"), by and
among Avis, Cendant, PHH Corporation and Avis Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of PHH Corporation ("Merger Sub"). If
the Merger Agreement is adopted by Avis' stockholders, Merger Sub will merge
with and into Avis (the "Merger") and each outstanding share of class A common
stock, par value $.01 per share of Avis (the "Common Stock"), other than shares
of Common Stock held by any subsidiary of Avis, held in Avis' treasury, held by
Cendant or any subsidiary of Cendant or held by stockholders who perfect their
appraisal rights under Delaware law, will be converted into the right to receive
$33.00 in cash.
Concurrently with the filing of this Schedule 13E-3, Avis is filing a
preliminary proxy statement (the "Proxy Statement") pursuant to Section 14A of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to
which the Avis board of directors is soliciting proxies from stockholders of
Avis in connection with the Merger. The cross reference sheet below is being
supplied pursuant to General Instruction F to Schedule 13E-3 and shows the
location in the Proxy Statement of the information required to be included in
response to the items of this Schedule 13E-3. The information set forth in the
Proxy Statement including all appendices thereto, is hereby incorporated herein
by reference and the responses to each item in this Schedule 13E-3 are qualified
in their entirety by the information contained in the Proxy Statement and the
appendices thereto.
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Item 1. Summary Term Sheet
Regulation M-A
Item 1001
The information set forth in the Proxy Statement under the captions "QUESTIONS
AND ANSWERS ABOUT THE MERGER" and "SUMMARY TERM SHEET" is incorporated herein by
reference.
Item 2. Subject Company Information
Regulation M-A
Item 1002
(a) The information set forth in the Proxy Statement under the caption
"SUMMARY TERM SHEET - The Parties to the Transaction" is incorporated
herein by reference. Avis is the issuer of the class of equity
security which is the subject of the Rule 13e-3 transaction.
(b) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - The Special Meeting", "INTRODUCTION" and
"INTRODUCTION - Voting Rights; Vote Required for Approval" is
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the caption
"INTRODUCTION - Comparative Market Price Data" is incorporated herein
by reference.
(d) The information set forth in the Proxy Statement under the caption
"INTRODUCTION - Dividends" is incorporated herein by reference.
(e)-(f) The information set forth in the Proxy Statement under the captions
"SPECIAL FACTORS - Background of the Merger", "SPECIAL FACTORS -
Certain Relationships between Cendant and Avis" and "OTHER MATTERS -
Transactions in Common Stock by Certain Persons" is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person
Regulation M-A
Item 1003
(a)-(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - The Parties to the Transaction", "INTRODUCTION -
Voting Rights; Vote Required for Approval", "SPECIAL FACTORS -
Background of the Merger" and "SPECIAL FACTORS - Certain Relationships
between Cendant and Avis" is incorporated herein by reference.
On June 14, 2000, the Securities and Exchange Commission (the "SEC")
instituted and simultaneously settled an administrative proceeding,
Administrative Proceeding File No. 3-10225, against Cendant in connection with
certain accounting irregularities at the former CUC International Inc., which
merged with HFS Incorporated ("HFS") in December 1997 to form Cendant. The SEC
found that, as a result of such accounting irregularities, Cendant violated the
periodic reporting, corporate record-keeping and internal controls provisions of
the federal securities laws. Without admitting or denying the findings contained
in the SEC's administrative order, Cendant consented to the issuance of an SEC
order directing Cendant to cease and desist from committing or causing any
violation, and any future violation, of the periodic reporting, corporate
record-keeping and internal controls provisions of the federal securities laws.
Except as set forth above in response to this item, during the last
five years, none of Avis, Cendant, or PHH Corporation has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding violations with respect to such laws.
Directors and Executive Officers of Avis. Set forth in the table below
are the name, address and the present principal occupations or employment of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of each of the directors and
executive officers of Avis. Each person identified below is a United States
citizen, except for Alun Cathcart who is a citizen of the United Kingdom. Unless
indicated otherwise, each person's principal address is 900 Old Country Road,
Garden City, New York 11530.
Name Present Principal Occupation or Employment and
Material Positions Held During the Past Five Years
W. Alun Cathcart Director of Avis since September 1997. Mr.
Cathcart has been non-Executive Chairman of Avis
Europe plc since April 1, 1999. From January 1,
1999 until April 1, 1999 Mr. Cathcart served as
Executive Chairman of Avis Europe plc, and for
more than five years prior thereto Mr. Cathcart
was Chairman and Chief Executive of Avis Europe
plc. Mr. Cathcart's principal business address for
the past five years has been Avis House, Park
Road, Bracknell, Berks, RG12 2 EW England.
Leonard S. Coleman, Jr. See description under "Cendant".
Alfonse M. D'Amato Director of Avis since June 1999. Sen. D'Amato has
been Managing Director of Park Strategies, a
business consulting firm in New York City, since
its formation in January 1999. From January 1981
until January 4, 1999, Sen. D'Amato served in the
United States Senate representing the State of New
York where he was Chairman of the Committee on
Banking, Housing and Urban Affairs from 1995 until
he left office. Mr. D'Amato's previous principal
address was 101 Park Avenue, Suite 2508, New York,
New York 10178. Mr. D'Amato's current principal
address is 101 Park Avenue, Suite 2506, New York,
New York 10178.
Martin L. Edelman See description under "Cendant."
Deborah L. Harmon Director of Avis since September 1997. Ms. Harmon
has been a principal in the Office of the
President at JER Real Estate Partners, L.P., an
institutional, private equity fund for investment
in real estate assets, since 1991. Prior to
joining JER, Ms. Harmon served as Managing
Director of the Real Estate Finance Group at
Banker's Trust Company. Ms. Harmon's principal
business address for the past five years has been
Office of the President, J.E. Robert Companies,
1650 Tysons Boulevard, Suite 1600, McLean, VA
22102.
Stephen P. Holmes See description under "Cendant."
Michael J. Kennedy Director of Avis since September 1997. Mr. Kennedy
has been an attorney with his own law firm since
1976. Mr. Kennedy's principal address for the past
five years has been 425 Park Avenue, Suite 2600,
New York, NY 10022.
A. Barry Rand Chairman of the Board and Chief Executive Officer
of Avis, its car rental subsidiary, Avis Rent A
Car Systems, Inc. ("ARACS") and its car leasing
and vehicle management services subsidiary, PHH
Vehicle Management Services, LLC, ("PHH VMS")
since November 1999. Prior thereto, he held
various positions with Xerox Corporation during a
30-year career including Executive Vice President
for Worldwide Customer Operations from 1996 to
1999, Executive Vice President--Business
Operations from 1992 to 1996 and President--U.S.
Operations from 1986 to 1992. Mr. Rand is a
director of Abbott Laboratories, which files
reports pursuant to the Exchange Act. Mr. Rand's
previous principal business address while at Xerox
Corporation was 800 Longridge Road, Stamford,
Connecticut 06904. Mr. Rand's current principal
business address is 900 Old Country Road, Garden
City, New York 11530.
F. Robert Salerno President and Chief Operating Officer--Rental Car
Group of Avis since August 1999 and President and
Chief Operating Officer of ARACS since November
1996. He has also been serving as a Director of
Avis since May 1997. From November 1996 to August
1999, Mr. Salerno was President and Chief
Operating Officer of Avis. From September 1995 to
November 1996, Mr. Salerno was Executive Vice
President of Operations of Avis, Inc., the
predecessor of Avis, and ARACS. From July 1990 to
September 1995, Mr. Salerno was Senior Vice
President and General Manager Rent A Car of Avis,
Inc. and ARACS. Mr. Salerno's principal business
address for the past five years has been 900 Old
Country Road, Garden City, New York, 11530.
Kevin M. Sheehan President-- Corporate and Business Affairs and
Chief Financial Officer of Avis since August 1999,
a Director of Avis since June 1999 and a Director
of Arval/PHH Holdings Ltd. since August 2000. From
December 1996 to August 1999 Mr. Sheehan was
Executive Vice President and Chief Financial
Officer of Avis. He has also been serving as
Executive Vice President and Chief Financial
Officer of ARACS since December 1996 and of PHH
VMS since June 1999. From September 1996 to
September 1997, Mr. Sheehan was a Senior Vice
President of HFS. From December 1994 to September
1996, Mr. Sheehan was Chief Financial Officer for
STT Video Partners, a joint venture between Time
Warner, Telecommunications, Inc., Sega of America
and HBO. Prior thereto, he was with Reliance Group
Holdings, Inc., an insurance holding company, and
some of its affiliated companies for ten years and
was involved with the formation of the Spanish
language television network, Telemundo Group,
Inc., and from 1991 through 1994 was Senior Vice
President - Finance and Controller. Mr. Sheehan's
previous principal business address while at
Cendant was 6 Sylvan Way, Parsippany, NJ 07054.
Mr. Sheehan's current principal business address
is 900 Old Country Road, Garden City, New York
11530.
Mark E. Miller President and Chief Operating Officer - Vehicle
Management Services Group of Avis since June 1999,
and a Director of Arval/PHH Holdings Ltd. since
August 2000. Mr. Miller has also been serving as
President of PHH Corporation since July 1997. From
June 1994 to July 1997 Mr. Miller was President of
GE Capital Financial. Prior thereto, he was Senior
Vice President of World Travel Partners and held
various strategic sales management positions with
American Express Company. Mr. Miller's previous
principal business address while at GE Capital
Financial was 2180 South 1300 East, Suite 600,
Salt Lake City, Utah 84106. Mr. Miller's current
principal business address is 900 Old Country
Road, Garden City, New York 11530.
Thomas J. Byrnes Senior Vice President--Sales of Avis and ARACS
since February 1998 and Vice President--Sales
North America for Avis or its predecessor and
ARACS since 1987. Mr. Byrnes' principal business
address is 900 Old Country Road, Garden City, New
York 11530.
Lawrence E. Kinder Senior Vice President and Chief Information
Officer of Avis since March 2000. Mr. Kinder has
also been serving as Senior Vice President -
Information Technology Services and Chief
Information Officer of PHH Corporation since
October 1997. From September 1998 to November 1999
Mr. Kinder also served as Chief Operating Officer
of PHH Corporation. From August 1996 to October
1997 Mr. Kinder was Vice President--Information
Technology Services of PHH Corporation. Prior
thereto, he was a principal of American Management
Systems, Inc. a systems and management consulting
firm which provided technology consulting services
to Fortune 500 companies and government
organizations. Mr. Kinder's principal business
address for the past five years has been 307
International Circle, Hunt Valley, Maryland 21030.
Michael P. Collins Senior Vice President of ARACS' field operations
since June 1999 and General Manager of their
international operations, from 1987 to June 1999.
Mr. Collins' principal business address for the
past five years has been 900 Old Country Road,
Garden City, New York 11530.
Richard S. Jacobson Vice President--Tax of Avis and ARACS since
September 1998. From November 1997 until August
1998, Mr. Jacobson was Staff Vice President of
ARACS and for more than five years prior thereto
he was employed by ARACS as Director of Corporate
Tax. Mr. Jacobson's principal business address for
the past five years has been 900 Old Country Road,
Garden City, New York 11530.
Gerard J. Kennell Vice President and Treasurer of Avis or its
predecessor and ARACS since February 1987. Mr.
Kennell's principal business address for the past
five years has been 900 Old Country Road, Garden
City, New York 11530.
James A. Keyes Vice President--HR, Staffing and Diversity of Avis
since March 1999 and of ARACS since January 1999.
From July 1997 until December 1998, Mr. Keyes was
Vice President - Staffing, Diversity & Management
Development of ARACS. From June 1993 until
December 1996, Mr. Keyes was Corporate Director of
Human Relations at the Dun and Bradstreet
Corporation. Mr. Keyes' previous principal
business address while at Dun and Bradstreet was
187 Danbury Road, Wilton, Connecticut 06897. Mr.
Keyes' current principal business address is 900
Old Country Road, Garden City, New York 11530.
Karen C. Sclafani Vice President, General Counsel and Secretary of
Avis and ARACS since August 1998. From April 1990
until March 1997, Ms. Sclafani was Vice President,
Deputy General Counsel and Assistant Secretary of
Avis, Inc. and ARACS. In March 1997 Ms. Sclafani
was elected Vice President and Secretary of the
Company. Ms. Sclafani's principal business address
for the past five years has been 900 Old Country
Road, Garden City, New York 11530.
William E. Madison Senior Vice President and Chief Human Resources
Officer of Avis since June 2000. From June 1997
through June 2000, Mr. Madison was Vice President
- Global Human Resources Strategy and
President--U.S. Region at E.I. DuPont de Nemours
and Company. Prior to his position at DuPont, Mr.
Madison was with Xerox Corporation for 24 years.
Mr. Madison's previous business address while at
E.I. DuPont de Nemours and Company was 1007 Market
Street, Wilmington, Delaware 19898. Mr. Madison's
previous business address while at Xerox
Corporation was 100 Clinton Avenue South,
Rochester, New York 14644 and 800 Longridge Road,
Stamford, Connecticut 06904. Mr. Madison's current
principal business address is 900 Old Country
Road, Garden City, New York 11530.
Timothy M. Shanley Vice President and Controller of Avis and ARACS
since November 1996. From November 1989 to
November 1996, Mr. Shanley was Vice
President--Planning and Analysis of Avis, Inc. and
ARACS. Mr. Shanley's principal business address
for the past five years has been 900 Old Country
Road, Garden City, New York 11530.
To the knowledge of Avis, during the last five years, none of
foregoing directors or executive officers have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or have been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.
Directors and Executive Officers of Cendant. Set forth in the table
below are the name, address and the present principal occupations or employment
of any corporation or other organization in which such occupation or employment
is conducted, and the five-year employment history of each of the directors and
executive officers of Cendant. Each person identified below is a United States
citizen, except for Brian Mulroney who is a citizen of Canada. Unless indicated
otherwise, each person's principal address is 9 West 57th Street, New York, New
York 10019.
Name Present Principal Occupation or Employment and
Material Positions Held During the Past Five Years
Henry R. Silverman President and Chief Executive Officer and Director
of Cendant since December 1997 and Chairman of the
Board of Directors and Chairman of the Executive
Committee of the Board since July 28, 1998. Mr.
Silverman is also an officer and/or director of a
number of subsidiaries of Cendant. Mr. Silverman
was Chairman of the Board, Chairman of the
Executive Committee and Chief Executive Officer of
HFS from May 1990 until December 1997. From
November 1994 until February 1996, Mr. Silverman
also served as Chairman of the Board and Chief
Executive Officer of Chartwell Leisure Inc.
("Chartwell"). Mr. Silverman's principal business
address is 9 West 57th Street, 37th Floor, New
York, New York 10019.
James E. Buckman Vice Chairman since November 1998 and General
Counsel and a Director of Cendant since December
1997. Mr. Buckman was a Senior Executive Vice
President of Cendant from December 1997 until
November 1998. Mr. Buckman was the Senior
Executive Vice President and General Counsel and
Assistant Secretary of HFS from May 1997 to
December 1997, a Director of HFS since June 1994
and was Executive Vice President, General Counsel
and Assistant Secretary of HFS from February 1992
to May 1997. Mr. Buckman also serves as a director
and officer of several subsidiaries of Cendant.
From November 1994 to February 1996, Mr. Buckman
served as the Executive Vice President, General
Counsel and Secretary of Chartwell and until
August 1996, he served as a Director of Chartwell.
Mr. Buckman also serves as a Director of PHH
Corporation, which files reports pursuant to the
Exchange Act. Mr. Buckman's principal business
address is 6 Sylvan Way, Parsippany, New Jersey
07054.
Stephen P. Holmes Vice Chairman and Director of Cendant and Chairman
and Chief Executive Officer of the Travel Division
of Cendant since December 1997. Mr. Holmes was
Vice Chairman of HFS from September 1996 until
December 1997 and was a Director of HFS from June
1994 until December 1997. From July 1990 through
September 1996, Mr. Holmes served as Executive
Vice President, Treasurer and Chief Financial
Officer of HFS. Mr. Holmes also serves as a
director and officer of several subsidiaries of
Cendant. Mr. Holmes is a Director of Avis and PHH
Corporation. Mr. Holmes' principal business
address is 6 Sylvan Way, Parsippany, New Jersey
07054.
David M. Johnson Senior Executive Vice President and Chief
Financial Officer of Cendant since November 1998.
From April 1998 until November 1998, Mr. Johnson
was Executive Vice President-Finance of Cendant.
For the 12 years preceding April 1998, Mr. Johnson
was employed at Merrill Lynch Pierce Fenner &
Smith Incorporated ("Merrill"), most recently as a
Managing Director of Merrill's Technology
Investment Banking Group. Mr. Johnson's previous
principal business address while at Merrill was 4
World Financial Center, North Tower, New York, New
York 10080. Mr. Johnson's principal business
address is 6 Sylvan Way, Parsippany, New Jersey
07054.
Richard A. Smith Chairman and Chief Executive Officer of the Real
Estate Division of Cendant since December 1997.
Mr. Smith was President of the Real Estate
Division of HFS from October 1996 to December 1997
and Executive Vice President of Operations for HFS
Incorporated from February 1992 to October 1996.
Mr. Smith's principal business address is 6 Sylvan
Way, Parsippany, New Jersey 07054.
John W. Chidsey Chief Executive Officer of the Direct Marketing
Division since March 2000. Mr. Chidsey was Chief
Executive Officer of the Diversified Services
Division from January 2000 until March 2000. Mr.
Chidsey was Chairman and Chief Executive Officer
of the Insurance/Wholesale Division of Cendant
from November 1998 until January 2000. From May
1998 to November 1998, Mr. Chidsey was President
and Chief Operating Officer of the Alliance
Marketing Division of Cendant. From December 1997
to May 1998, Mr. Chidsey was Executive Vice
President, Business Development of Cendant. From
1995 to December 1997, Mr. Chidsey was Senior Vice
President, Preferred Alliance Services for HFS.
Prior to joining HFS, Mr. Chidsey was the Chief
Financial Officer at two divisions of PepsiCo Inc.
with responsibilities for international
operations. Mr. Chidsey's principal business
address is 6 Sylvan Way, Parsippany, New Jersey
07054.
Samuel L. Katz Chief Executive Officer of the Cendant Internet
Group since January 2000. Mr. Katz was Senior
Executive Vice President, Strategic Development of
Cendant from July 1999 to January 2000, Executive
Vice President, Strategic Development from April
1998 until January 2000, and Senior Vice
President, Acquisitions from December 1998 to
March 1998. Mr. Katz was Senior Vice President,
Acquisitions of HFS from January 1996 to April
1998. From June 1993 to December 1995, Mr. Katz
was Vice President of Dickstein Partners Inc., a
private investment firm. Mr. Katz is a Director of
Specialty Catalog Corp. and NRT Incorporated. Mr.
Katz's principal business address is 9 West 57th
Street, 37th Floor, New York, New York 10019.
Martin Edelman Director of Cendant since December 1997. Mr.
Edelman was a Director of HFS from November 1993
until December 1997. He has been a partner with
Battle Fowler, LLP, a New York City law firm, from
1972 through 1993 and since January 1, 1994 has
been Of Counsel to that firm. Mr. Edelman is also
a partner of Chartwell Hotels Associates,
Chartwell Leisure Associates L.P., Chartwell
Leisure Associates L.P. II, and of certain of
their respective affiliates. Mr. Edelman also
serves as a director of the following corporations
which file reports pursuant to the Exchange Act:
Avis Capital Trust and Arcadia Trust. Mr. Edelman
was Chairman of the Board of Avis from December
1998 until November 1999. Mr. Edelman's principal
business address while at Battle Fowler, LLP was
Battle Fowler, LLP, Park Avenue Tower, 75 East
55th Street, New York, New York 10022. Mr.
Edelman's principal business address is Paul,
Hastings, Janofsky & Walker LLP, 75 East 55th
Street, New York, New York 10022.
Myra J. Biblowit Director of Cendant since May 2000. Ms. Biblowit
has been Vice Dean for External Affairs for the
New York University School of Medicine and Senior
Vice President of the Mount Sinai-NYU Health
System since July 1997. From June 1991 to June
1997, Ms. Biblowit was Senior Vice President, and
Executive Director of the Capital Campaign for the
American Museum of National History and prior to
that, served as Executive Vice President of the
Central Park Conservancy from 1986 to 1991. Ms.
Biblowit is currently a member of the Board of
Directors of the Women's Executive Circle, UJA
Federation, a Trustee of the Historic House Trust
of New York City and a Trustee of the Columbia
Land Conservancy. Mrs. Biblowit is a former
Director of Art Spaces and a founding Director of
the City Parks Foundation. Mrs. Biblowit is also a
member of the Women's Forum. Ms. Bilbowit's
principal business address is New York University
School of Medicine, 550 First Avenue, New York,
New York 10016.
Robert W. Pittman Director of Cendant since December 1997. Mr.
Pittman was a Director of HFS from July 1994 until
December 1997. Since February 1998, Mr. Pittman
has been President and Chief Operating Officer of
America Online, Inc., a provider of internet
online services. From October 1996 to February
1998, Mr. Pittman was President and Chief
Executive Officer of AOL Networks, a unit of
America Online, Inc. From September 1995 through
October 1996, Mr. Pittman served as the Chief
Executive Officer and Managing Partner of
Cendant's subsidiary, Century 21 Real Estate
Corporation. From 1990 until September 1995, Mr.
Pittman served as President and Chief Executive
Officer of Time Warner Enterprises, a business
development unit of Time Warner Inc. and, from
1991 to September 1995, additionally, as Chairman
and Chief Executive Officer of Six Flags
Entertainment Corporation, the parent of Six Flags
Theme Parks Inc. Mr. Pittman serves as a Director
of America Online, Inc., which files reports
pursuant to the Exchange Act. Mr. Pittman's
principal business address is America Online,
Inc., 22000 AOL Way, Dulles, Virginia 20166.
The Rt. Hon. Brian Mulroney,
P.C., LL.D. Director of Cendant since December 1997. Mr.
Mulroney was a Director of HFS from April 1997
until December 1997. Mr. Mulroney was Prime
Minister of Canada from 1984 to 1993 and is
currently Senior Partner in the Montreal-based law
firm, Ogilvy Renault. He is a director of the
following corporations which file reports pursuant
to the Exchange Act: Archer Daniels Midland
Company Inc., Barrick Gold Corporation, TrizecHahn
Corporation Ltd., Quebecor, Inc. and Quebecor
Printing Inc. Mr. Mulroney's principal business
address is Ogilvy Renault, 1981 McGill College
Ave., Suite 1100, Montreal, Quebec H3A 3C1.
Shelly Z. Rosenberg Director of Cendant since May 2000. Ms. Rosenberg
has been Vice Chairwoman of Equity Group
Investments, Inc., a privately held investment
company which controls over 500 properties
throughout the United States, since January 1,
2000. From October 1994 to December 1999, Ms.
Rosenberg was President and Chief Executive
Officer of Equity Group Investments, Inc. Ms.
Rosenberg serves as a Director of the following
companies which file reports pursuant to the
Exchange Act: Anixter International Inc., CVS
Corporation, Capital Trust, Dynergy Inc.,
Manufactured Home Communities, Inc., Equity
Residential Properties Trust and Equity Office
Property Trust. Ms. Rosenberg also currently sits
on the Boards of Illinois Institute of Technology,
The Chicago Network, National Partnership of Women
& Families, Women's Issue Network Foundation and
Rush-Presbyterian-St. Luke's Medical Center. Ms.
Rosenberg's principal business address is Equity
Group Investments, Inc., 2 N. Riverside Plaza,
Suite 600, Chicago, Illinois 60606.
Leonard S. Coleman Director of Cendant since December 1997. Mr.
Coleman was a Director of HFS from April 1997
until December 1997. Mr. Coleman is presently
Senior Advisor to Major League Baseball. Mr.
Coleman was President of The National League of
Professional Baseball Clubs from 1994-1999, having
previously served since 1992 as Executive
Director, Market Development of Major League
Baseball. While president of The National League
of Professional Baseball Clubs, Mr. Coleman's
principal business address was National League of
Professional Baseball, 245 Park Avenue, 28th
Floor, New York, New York 10167. Mr. Coleman is a
director of the following corporations: Avis,
Owens Corning, The Omnicom Group, New Jersey
Resources, N.J. Heinz Company and Radio Unica. Mr.
Coleman's principal business address is c/o
Cendant Corporation, 9 West 57th Street, 37th
Floor, New York, New York 10019.
Robert E. Nederlander Director of Cendant since December 1997. Mr.
Nederlander was a Director of HFS from July 1995
to December 1997. Mr. Nederlander has been
President and Director since November 1981 of the
Nederlander Organization, Inc., owner and operator
of one of the world's largest chains of legitimate
theaters. Mr. Nederlander has been Chairman of the
Board of Riddell Sports Inc. since April 1988 and
was the Chief Executive Officer of such
corporation from 1988 through April 1, 1993. From
February until June 1992, Mr. Nederlander was also
Riddell Sports Inc.'s interim President and Chief
Operating Officer. He served as the Managing
General Partner of the New York Yankees from
August 1990 until December 1991, and has been a
limited partner since 1973. Mr. Nederlander has
been President since October 1985 of Nederlander
Television and Film Productions, Inc., Chairman of
the Board and Chief Executive Officer since
January 1988 of Mego Financial Corp. ("Mego") and
Vice Chairman of the Board since February 1988 to
early 1993 of Vacation Spa Resorts, Inc., an
affiliate of Mego. Mr. Nederlander was a Director
of Mego Mortgage Corp. from September 1996 until
June 1998.
Mr. Nederlander also served as Chairman of the
Board of Allis-Chalmers Corp. from May 1989 to
1993 and as Vice Chairman of Allis-Chalmers Corp.
from 1993 through October 1996. He is currently a
Director of Allis-Chalmers Corp. In October 1996,
Mr. Nederlander became a Director of New
Communications, Inc., a publisher of community
oriented free circulation newspapers. His
principal place of business is Nederlander
Organization, Inc., 1450 Broadway, 20th Floor, New
York, New York 10018.
Robert F. Smith Director of Cendant since December 1997. Mr. Smith
was a Director of HFS from February 1993 until
December 1997. From November 1994 until August
1996, Mr. Smith also served as a Director of
Chartwell. Mr. Smith is the retired Chairman and
Chief Executive Officer of American Express Bank,
Ltd. ("ABEL"). He joined ABEL's parent company,
the American Express Company, in 1981 as Corporate
Treasurer before moving to ABEL and serving as
Vice Chairman and Co-Chief Operating Officer and
then President prior to becoming Chief Executive
Officer. Mr. Smith is currently an equity owner
and Senior Managing Director of Car Component
Technologies, Inc., an automobile parts
remanufacturer, located in Bedford, New Hampshire.
Mr. Smith's principal business address is Car
Component Technologies, Inc., 10 Ironhorse Drive,
Bedford, New Hampshire 03110.
Dr. John C. Malone Director of Cendant since February 2000. Dr.
Malone, has been Chairman of Liberty Media Group
since 1999. Prior to serving as Chairman of
Liberty Media Group, Dr. Malone was the Chairman
(1996-1999), Chief Executive Officer (1994-1999),
and President (1994-1997) of Tele-Communications,
Inc., Chief Executive Officer (1992-1994) and
President (1973-1994) of TCI Communications Inc.
Dr. Malone is a Director of Liberty Media Group,
The Bank of New York, the CATO Institute,
Discovery Communications, Inc., BET Holdings II,
Inc, At Home Corporation and USANi, LLC. Dr.
Malone also is a Director of AT&T Corporation and
a Member of AT&T's Governance and Nominating
Committee and the Capital Stock Committee since
March1999. Mr. Malone's principal place of
business is Liberty Media Corporation, 9197 South
Pioria Street, Englewood, Colorado 80112.
Cheryl D. Mills Director of Cendant since June 2000. Ms. Mills is
Senior Vice President for corporate policy and
public programming at Oxygen Media. Prior to
joining Oxygen Media, Ms. Mills was Deputy Counsel
to President Clinton. Ms. Mills' legal experience
also includes serving as Associate Counsel to the
President, Deputy General Counsel of the
Clinton/Gore Transition Planning Foundation, was
previously an associate at Hogan & Hartson LLP.
Ms. Mills is the co-founder of DCWorks, a
non-profit organization devoted to the academic
enrichment and interpersonal development of
underprivileged senior high school students of
color. Ms. Mills currently serves on the Board of
the Leadership Conference Education Fund
(affiliated with the Leadership Conference on
Civil Rights), the Board of the National
Partnership for Women and Families, the Stanford
Law School Board of Visitors, and the William J.
Clinton Presidential Library Foundation Board of
Trustees. She also serves on the Advisory Board of
Grassroots.com, a non-partisan political
information and action Internet site. Ms. Mills
received her Juris Doctor degree in 1990 from
Stanford Law School and graduated Phi Beta Kappa
from the University of Virginia in 1987. Ms.
Mills' principal business address is Oxygen Media,
Inc., 75 Ninth Avenue, New York, New York 10011.
To the knowledge of Cendant and PHH Corporation, during the last five
years, none of foregoing directors or executive officers have been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding violations with respect to such laws.
Directors and Executive Officers of PHH Corporation. Set forth in the
table below are the name, address and the present principal occupations or
employment of any corporation or other organization in which such occupation or
employment is conducted, and the five-year employment history of each of the
directors and executive officers of PHH Corporation. Each person identified
below is a United States citizen. Each director and executive officer is
principally employed by Cendant and, unless otherwise indicated, each person's
business address is 6 Sylvan Way, Parsippany, New Jersey 07054.
Name and Address Present Principal Occupation or Employment and
Material Positions Held During the Past Five Years
James E. Buckman Director, Executive Vice President, General
Counsel and Assistant Secretary of PHH
Corporation, see description under "Cendant."
Stephen P. Holmes Director and Executive Vice President of PHH
Corporation, see description under "Cendant."
Richard A. Smith President of PHH Corporation, see description
under "Cendant." His principal business address is
9 West 57th Street, New York, New York 10019.
David M. Johnson Executive Vice President, Finance of PHH
Corporation, see description under "Cendant." His
principal business address is 9 West 57th Street,
New York, New York 10019.
Duncan H. Cocroft Treasurer, Executive Vice President and Chief
Financial Officer of PHH Corporation since August
1999. From September 1997 until August 1999, Mr.
Cocroft was Senior Vice President - Chief
Administrative Officer of KOS Pharmaceuticals, a
specialty pharmaceutical company that develops,
manufactures, and markets proprietary
pharmaceutical products. From 1990 until 1997, Mr.
Cocroft was Vice President - Finance and Chief
Financial Officer of International Multifoods, a
$2.5 billion food company with primary operations
in United States, Canada, Venezuela, and Mexico.
Scott E. Forbes Executive Vice President of PHH Corporation.
Managing Director, Operations of Cendant Europe
and Executive Vice President, Finance of Cendant
since April 1998. Mr. Forbes was also Chief
Accounting Officer of Cendant from April 1998
until November 1998. Mr. Forbes was Senior Vice
President, Finance of Cendant from December 1997
until April 1998. From August 1993 until December
1997, Mr. Forbes was Senior Vice President,
Finance of HFS.
Samuel L. Katz Executive Vice President, Strategic Development of
PHH Corporation, see description under "Cendant."
To the knowledge of Cendant and PHH Corporation, during the last five
years, none of foregoing directors or executive officers have been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding violations with respect to such laws.
Item 4. Terms of the Transaction
Regulation M-A
Item 1004
(a)(l) Not applicable.
(a)(2)(i) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "SUMMARY
TERM SHEET" is incorporated herein by reference.
(a)(2)(ii) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", and
"INTRODUCTION - Proposals to be Considered at the Special Meeting"
is incorporated herein by reference.
(a)(2)(iii) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
SHEET - Reasons for Engaging in The Transaction", "SPECIAL
FACTORS--Reasons for the Recommendations of the Special Committee
and our Board of Directors" and "SPECIAL FACTORS--Cendant's
Position as to the Fairness of the Merger; Cendant's Reasons for
the Merger" is incorporated herein by reference.
(a)(2)(iv) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "INTRODUCTION -
Voting Rights; Vote Required for Approval" is incorporated herein
by reference.
(a)(2)(v) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - The Special Meeting" and "THE
MERGER - Payment of Merger Consideration and Surrender of Stock
Certificates" is incorporated herein by reference.
(a)(2)(vi) The information set forth in Proxy Statements under the captions
"SUMMARY TERM SHEET - Accounting Treatment" and "THE MERGER -
Accounting Treatment" is incorporated herein by reference.
(a)(2)(vii) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY -
Material U.S. Federal Income Tax Consequences" and "SPECIAL
FACTORS - Material U.S. Federal Income Tax Consequences of the
Merger to the Stockholders."
(c) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "INTRODUCTION -
Proposals to be Considered at the Special Meeting", "INTRODUCTION
- Voting Rights; Vote Required for Approval" and "THE MERGER -
Payment of Merger Consideration and Surrender of Stock
Certificates" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the
captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY -
Appraisal Rights " and "THE MERGER - Appraisal Rights" is
incorporated herein by reference.
(e) None.
(f) Not applicable.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
Regulation M-A
Item 1005
(a)(1) The information set forth in the Proxy Statement under the
captions "SPECIAL FACTORS - Background of the Merger" and "SPECIAL
FACTORS - Certain Relationships between Cendant and Avis" is
incorporated herein by reference.
(a)(2) The information set forth in the Proxy Statement under the
captions "SPECIAL FACTORS - Interests of Executive Officers and
Directors in the Merger" is incorporated herein by reference.
(b)-(c) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Interests of our Directors and
Executive Officers in the Merger", "SPECIAL FACTORS - Background
of the Merger" and "SPECIAL FACTORS - Certain Relationships
between Cendant and Avis" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Interests of our Directors and
Executive Officers in the Merger", "INTRODUCTION - Voting Rights;
Vote Required for Approval", "SPECIAL FACTORS - Background of the
Merger", "SPECIAL FACTORS - Interests of Executive Officers and
Directors in the Merger" and "SPECIAL FACTORS - Certain
Relationships between Cendant and Avis" is incorporated herein by
reference. The information set forth in Exhibit (d)(1) and Exhibit
(d)(2) is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
Regulation M-A
Item 1006
(b) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - The Special Meeting", "SPECIAL
FACTORS - Purpose and Structure of the Merger", "SPECIAL FACTORS -
Certain Effects of the Merger; Plans or Proposals After the
Merger", and "THE MERGER - The Merger Agreement - Consideration to
be Received by the Stockholders" is incorporated herein by
reference.
(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Effects of the Merger", "SPECIAL
FACTORS - Certain Effects of the Merger; Plans or Proposals After
the Merger", "SPECIAL FACTORS - Interest of Executive Officers and
Directors in the Merger" and "SPECIAL FACTORS - Certain
Relationships between Cendant and Avis" is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects
Regulation M-A
Item 1013
(a) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Reasons for Engaging in the Transaction",
"SPECIAL FACTORS - Background of the Merger" and "SPECIAL FACTORS -
Purpose and Structure of the Merger" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under the captions
"SPECIAL FACTORS - Background of the Merger", "SPECIAL FACTORS -
Opinion of Morgan Stanley", "SPECIAL FACTORS - Reasons for the
Recommendations of the Special Committee and our Board Directors" and
"SPECIAL FACTORS - Purpose and Structure of the Merger" is
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Reasons for Engaging in the Transaction",
"SUMMARY TERM SHEET - Recommendations of the Special Committee and our
Board Directors", "SUMMARY TERM SHEET - Opinion of Morgan Stanley",
"SPECIAL FACTORS - Background of the Merger", "SPECIAL FACTORS -
Reasons for the Recommendations of the Special Committee and our Board
of Directors", "SPECIAL FACTORS - Cendant's Position as to Fairness of
the Merger; Cendant's Reasons for the Merger" and "SPECIAL FACTORS -
Purpose and Structure of the Merger" is incorporated herein by
reference.
(d) The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET -
Effects of the Merger", "SUMMARY TERM SHEET - Opinion of Morgan
Stanley", "SUMMARY TERM SHEET - Interests of our Directors and
Executive Officers in the Merger", "SUMMARY TERM SHEET - Material U.S.
Federal Income Tax Consequences", "SPECIAL FACTORS - Background of the
Merger", "SPECIAL FACTORS - Reasons for the Recommendation of the
Special Committee and our Board of Directors", "SPECIAL FACTORS -
Purpose and Structure of the Merger", "SPECIAL FACTORS - Certain
Effects of the Merger; Plans or Proposals After the Merger", "SPECIAL
FACTORS - Certain Relationships between Cendant and Avis", "SPECIAL
FACTORS - Material U.S. Federal Income Tax Consequences of the Merger
to the Stockholders" and "THE MERGER - The Merger Agreement" is
incorporated herein by reference.
Item 8. Fairness of the Transaction
Regulation M-A
Item 1014
(a)-(b) The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET -
Reasons for Engaging in the Transaction", "SUMMARY TERM SHEET -
Recommendations of the Special Committee of our Board of Directors",
"SPECIAL FACTORS - Background of the Merger", "SPECIAL FACTORS -
Opinion of Morgan Stanley", "SPECIAL FACTORS - Reasons for the
Recommendation of the Special Committee and our Board of Directors",
"SPECIAL FACTORS - Our Forecasts", "SPECIAL FACTORS - Avis' Position
as to the Fairness of the Merger" and "SPECIAL FACTORS - Cendant's
Position as to Fairness of the Merger; Cendant's Reasons for the
Merger" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET - The
Special Meeting", "INTRODUCTION - Voting Rights; Vote Required for
Approval" and "THE MERGER - The Merger Agreement" is incorporated
herein by reference.
(d) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Recommendations of the Special Committee and our
Board of Directors", "SPECIAL FACTORS - Background of the Merger",
"SPECIAL FACTORS - Reasons for the Recommendation of the Special
Committee and our Board of Directors" and "SPECIAL FACTORS - Cendant's
Position on the Fairness of the Merger; Cendant's Reasons for the
Merger" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET -
Recommendations of the Special Committee and our Board of Directors",
"SPECIAL FACTORS - Background of the Merger", "SPECIAL FACTORS -
Reasons for the Recommendations of the Special Committee and Board of
Directors", "SPECIAL FACTORS - Avis' Position as to Fairness of the
Merger" and "SPECIAL FACTORS - Cendant's Position as to Fairness of
Merger; Cendant's Reason for the Merger" is incorporated herein by
reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
Regulation M-A
Item 1015
(a)-(c) The information set forth in the Proxy Statement under the captions
"SPECIAL FACTORS - Background of the Merger", "SUMMARY TERM SHEET -
Opinion of Morgan Stanley", "SPECIAL FACTORS - Opinion of Morgan
Stanley", "SPECIAL FACTORS - Reasons for Recommendations to the
Special Committee and our Board of Directors", "SPECIAL FACTORS - Our
Forecasts", "SPECIAL FACTORS - Avis' Position as to the Fairness of
the Merger" and "SPECIAL FACTORS - Cendant's Position as to Fairness
of the Merger; Cendant's Reasons for the Merger" is incorporated
herein by reference. The full text of the written opinion of Morgan
Stanley, dated November 10, 2000, is attached to the Proxy Statement
as Appendix B. The written materials presented by Morgan Stanley to
the Special Committee on November 9, 2000 and to the Avis Board of
Directors on November 10, 2000 are set forth as Exhibit (c)(2) hereto
and are incorporated herein by reference.
Item 10. Source and Amount of Funds or Other Consideration
Regulation M-A
Item 1007
(a)-(d) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET- Financing of the Merger" and "THE MERGER -
Financing of the Merger" is incorporated herein by reference.
Item 11. Interest in the Subject Company Securities
Regulation M-A
Item 1008
(a) The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET -
Interests of our Directors and Executive Officers in the Merger",
"INTRODUCTION - Voting Rights; Vote Required for Approval", "SPECIAL
FACTORS - Background of the Merger", "SPECIAL FACTORS - Interests of
Executive Officers and Directors in the Merger", "SPECIAL FACTORS -
Certain Relationships between Cendant and Avis" and "OTHER MATTERS -
Security Ownership of Certain Beneficial Owners and Management", is
incorporated herein by reference.
(b)(1)-(5)The information set forth in the Proxy Statement under the caption
"OTHER MATTERS - Transactions in Common Stock by Certain Persons" is
incorporated herein by reference.
Item 12. The Solicitation or Recommendation
Regulation M-A
Item 1012
(d) The information set forth in the Proxy Statement under the captions
"INTRODUCTION - Voting Rights; Vote Required for Approval" and
"SPECIAL FACTORS - Avis' Position as to the Fairness of the Merger" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Recommendations of the Special Committee and the
Board of Directors", "SPECIAL FACTORS - Background of the Merger",
"SPECIAL FACTORS - Reasons for the Recommendations of the Special
Committee and the Board of Directors", "SPECIAL FACTORS - Avis'
Position as to the Fairness of the Merger" and "SPECIAL FACTORS -
Cendant's Position as to the Fairness of the Merger; Cendant's Reasons
for the Merger" incorporated herein by reference.
Item 13. Financial Statements
Regulation M-A
Item 1010
(a) The information set forth in the Proxy Statement under the captions
"INTRODUCTION - Our Selected Financial Information", "INTRODUCTION -
Consolidated Ratio of Earnings to Fixed Charges and Book Value Per
Share" and "OTHER MATTERS - Information Incorporated by Reference" is
incorporated herein by reference.
(b) Not applicable.
Item 14. Person/Assets, Retained, Employed, Compensated or Used
Regulation M-A
Item 1009
(a)-(b) The information set forth in the Proxy Statement under the caption
"QUESTIONS AND ANSWERS ABOUT THE MERGER", "INTRODUCTION - Solicitation
of Proxies", "SPECIAL FACTORS - Opinion of Morgan Stanley", "SPECIAL
FACTORS - Avis' Position as to the Fairness of the Merger" and "THE
MERGER - Financing of the Merger" is incorporated herein by reference.
Item 15. Other Material Information
Regulation M-A
Item 1011
(b) The information set forth in the Proxy Statement and appendices
thereto is incorporated by reference herein.
Item 16. Exhibits
Regulation M-A
Item 1016
(a) Preliminary Proxy Statement of Avis dated November 28, 2000 is
incorporated by reference herein.
(b) Not applicable.
(c)(1) Opinion of Morgan Stanley, dated November 10, 2000 (attached as
Appendix B to the Proxy Statement and incorporated by reference
herein).
(c)(2) Materials presented by Morgan Stanley to the Special Committee on
November 9, 2000 and to the Avis Board of Directors on November 10,
2000.
(c)(3) Materials presented by Bear, Stearns & Co. Inc. to the Special
Committee on September 18, 2000.
(c)(4) Materials presented by Lehman Brothers to the Special Committee on
September 14, 2000.
(c)(5) Materials presented by Lehman Brothers to the Special Committee on
October 17, 2000.
(d)(1) Stockholders' Agreement, dated as of June 30, 1999, among Avis
Rent-A-Car, Inc., Avis Fleet Leasing and Management Corporation and
PHH Corporation (incorporated by reference to the Registration
Statement on Form S-4, File No. 333-86269 filed by Avis Group
Holdings, Inc.).
(d)(2) Registration Rights Agreement, dated as of June 30, 1999, among Avis
Rent-A-Car Inc., Avis Fleet Leasing and Management Corporation, PHH
Corporation and PHH Holdings Corporation (incorporated by reference to
the Registration Statement on Form S-4 333-86269 filed by Avis Group
Holdings, Inc.).
(f) Section 262 of the Delaware General Corporation Law included as
Appendix C to the Proxy Statement and incorporated by reference
herein.
(g) Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned does certify that the information set forth in this
statement is true, complete and correct.
AVIS GROUP HOLDINGS, INC.
By: /s/ Karen C. Sclafani
Name: Karen C. Sclafani
Title: Vice President, General Counsel
and Secretary
CENDANT CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Vice Chairman, General Counsel
and Assistant Secretary
PHH CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Executive Vice President,
General Counsel and
Assistant Secretary
Dated: January __, 2001
