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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
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APRIL 6, 2000 (APRIL 3, 2000)
(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 Identification Number)
organization)
9 WEST 57TH STREET
NEW YORK, NY 10019
(Address of principal (Zip Code)
executive) office)
(212) 413-1800
(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 EVENTS
Except as expressly indicated or unless the context otherwise
requires, "Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
Corporation, and its subsidiaries.
Reclassification. On April 4, 2000, we announced that, as previously
disclosed in the Company's proxy statement for the stockholder meeting held on
March 21, 2000, all outstanding shares of Cendant Corporation common stock, par
value $.01 per share, have been reclassified into shares of CD stock, par value
$.01 per share. As a result of such reclassification, we will now have two
classes of common stock outstanding: CD stock and Move.com stock. CD stock is a
class of common stock of Cendant Corporation intended to track the performance
of Cendant Group that includes:
o All of the businesses in our four principal divisions including real estate
services, travel services, direct marketing-related services and other
consumer and business services, except for the businesses that comprise
Move.com Group; and
o A retained interest in Move.com Group, which is currently approximately
87%, but which will further decline to reflect any future issuance of
Move.com stock.
Move.com stock is a class of common stock of the Company intended to track the
performance of Move.com Group which consists of those businesses, assets and
liabilities of Cendant that are dedicated to providing online relocation, real
estate and home-related products and services.
Each outstanding share of Cendant Corporation common stock has
automatically been reclassified into one share of CD stock and existing Company
common stock certificates will automatically represent CD stock. Since the
reclassification was automatic, stockholders do not need to send in their stock
certificates or make any notations reflecting the change. CD stock will continue
to trade on the New York Stock Exchange under the symbol "CD".
Cendant Internet Group also announced that Liberty Digital, Inc.
purchased approximately 1.5 million shares of Move.com stock. Liberty Digital
and Cendant also agreed to use their good faith efforts to enter into mutually
acceptable agreements concerning the development of real estate-related
programming for Liberty Digital's interactive home channel based on Move.com
Group's Web content. Additionally, Chatham Street Holdings, LLC exercised a
contractual right to purchase approximately 1.5 million shares of Move.com
stock. NRT Incorporated also entered into an agreement to purchase approximately
318,000 shares of Move.com stock.
Reference is made to Exhibit 99.1 for the full text of the press
release relating to stock reclassification, which is incorporated herein by
reference in its entirety.
Board Composition. On April 5, 2000, we announced that we had changed
the composition of our board of directors. Messrs. Robert D. Kunisch and John D.
Snodgrass, both former employee directors, have resigned effective March 31,
2000. Ms. Myra J. Biblowit, Vice Dean for External Affairs, New York University
School of Medicine and Senior Vice President of Mount Sinai-NYU Health System
and Ms. Sheli Z. Rosenberg, Vice Chairman, Equity Group Investments, Inc. have
been elected to fill these board vacancies effective April 3, 2000.
Additionally, Michael P. Monaco, also a former employee director, and Dr. Carole
G. Hankin, the last remaining director nominated by the former CUC International
as part of the December 1997 merger between CUC and HFS Incorporated to form
Cendant, have resigned effective at the Company's annual meeting of shareholders
on May 25, 2000.
Upon completion of this restructuring of the Board following our annual
meeting of stockholders in May, we will have reduced the size of our board to 13
directors and lowered the number of employee directors to three.
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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: April 6, 2000
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED APRIL 6, 2000 (APRIL 3, 2000)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release: Cendant Corporation Announces Stock
Reclassification.
99.2 Press Release: Cendant Announces Changes in Board Composition.
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EXHIBIT 99.1
LIBERTY DIGITAL, CHATHAM STREET HOLDINGS AND NRT TAKE
EQUITY STAKES IN CENDANT'S MOVE.COM; CENDANT STOCK RECLASSIFIED
NEW YORK, NY, APRIL 4, 2000-- Cendant Internet Group, a unit of Cendant
Corporation, (NYSE: CD) today announced that Liberty Digital, Inc. purchased
approximately 1.5 million shares of Move.com stock in a private placement.
Liberty Digital (NASDAQ: LDIG) and Cendant also agreed to use good faith efforts
to enter into mutually acceptable agreements relating to the development of real
estate-related programming for Liberty Digital's interactive home channel based
on Move.com Group's Web content. Additionally, Chatham Street Holdings, LLC
exercised a contractual right to purchase approximately 1.5 million shares of
Move.com stock in a private placement and NRT Incorporated also entered into an
agreement to purchase approximately 318,000 shares of Move.com stock in a
private placement.
The Company also announced that, as previously disclosed in the Company's proxy
statement for its shareholder meeting held on March 21, 2000, all outstanding
shares of Cendant Corporation common stock, par value $.01 per share, have been
reclassified into shares of CD stock, par value $.01 per share. As a result of
such reclassification, the Company will now have two classes of common stock
outstanding: Move.com stock and CD stock.
Move.com stock is a class of common stock of the Company intended to track the
performance of Move.com Group which consists of those businesses, assets and
liabilities of Cendant that are dedicated to providing online relocation, real
estate and home-related products and services.
CD stock is a class of common stock of Cendant Corporation intended to track the
performance of Cendant Group that includes:
o All of the businesses in the Company's four principal divisions
including real estate services, travel services, direct marketing-related
services and other consumer and business services, except for the
businesses that comprise Move.com Group; and
o A retained interest in Move.com Group, which is currently about 87% after
giving effect to the issuances described below, but which will be reduced
to reflect any future issuance of Move.com stock.
Each outstanding share of Cendant Corporation common stock has automatically
been reclassified into one share of CD stock and existing Company common stock
certificates will automatically represent CD stock. Since the reclassification
was automatic, stockholders do not need to send in their stock certificates or
make any notations reflecting the change. CD stock will continue to trade on the
New York Stock Exchange under the symbol "CD".
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As previously announced, the Company has filed a registration statement
with the Securities and Exchange Commission (SEC) relating to a proposed initial
public offering of Move.com Group tracking stock in the future. A registration
statement relating to these securities has been filed with the SEC but has not
yet become effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective. This
announcement shall not constitute an offer to sell, or the solicitation of an
offer to buy nor shall there be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State.
Cendant Corporation is a global provider of real estate, travel and direct
marketing related consumer and business services. The Company's core
competencies include building franchise systems, providing outsourcing solutions
and direct marketing. As a franchiser, Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies, and
tax preparation services. The Company's real estate-related operations also
includes Move.com Group, Cendant's relocation, real estate and home-related
services portal on the Internet. As a provider of outsourcing solutions, Cendant
is a major provider of mortgage services to consumers, the global leader in
employee relocation, and the world's largest vacation exchange service. In
direct marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is aggressively pursuing a convergence strategy for the
Company's off-line and online businesses. Other business units include NCP, the
UK's largest private car park operator, and WizCom, an information technology
services provider. Headquartered in New York, NY, the Company has approximately
30,000 employees and operates in over 100 countries.
More information about Cendant, its companies, brands and current SEC filings
may be obtained by visiting the Company's Web site at www.Cendant.com or by
calling 877-4INFO-CD (877-446-3623).
Statements about future results made in this release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties that are difficult to predict including the outcome
of litigation. Actual results could differ materially from those expressed or
implied in the forward-looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements are specified in the Company's Form 10-K
for the year ended December 31, 1999, including completion of the settlement of
the class action litigation.
CENDANT MEDIA CONTACT: CENDANT INVESTOR CONTACTS:
Elliot Bloom Denise L. Gillen
212-413-1832 212-413-1833
Samuel J. Levenson
212-413-1834
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EXHIBIT 99.2
Cendant Announces Changes in Board Composition
Company Will Reduce Board to 13 Directors;
Employee Directors To Be Lowered to Three
Board Composition Provisions of Class Action Settlement
To Be Completed Two Years Ahead of Specified Time Frame
NEW YORK, N.Y., APRIL 5, 2000--Cendant Corporation (NYSE: CD) today announced
that it has changed the composition of its board of directors. Messrs. Robert D.
Kunisch and John D. Snodgrass, both former employee directors, have resigned
effective March 31, 2000. Ms. Myra J. Biblowit, Vice Dean for External Affairs,
New York University School of Medicine and Senior Vice President of Mount
Sinai--NYU Health System and Ms. Sheli Z. Rosenberg, Vice Chairman, Equity Group
Investments, Inc. have been elected to fill these board vacancies effective
April 3, 2000. Additionally, Michael P. Monaco, also a former employee director,
and Dr. Carole G. Hankin, the last remaining director nominated by the former
CUC International as part of the December 1997 merger between CUC and HFS
Incorporated to form Cendant, have resigned effective at the Company's annual
meeting of shareholders on May 25, 2000.
The Company stated that upon completion of the restructuring following its
annual meeting of shareholders in May, it will have reduced the size of its
board to 13 directors and lowered the number of employee directors to three.
Cendant Chairman, President and CEO, Henry R. Silverman stated: "On behalf of
Cendant, its employees and shareholders, we are grateful to have had John
Snodgrass, Bob Kunisch, Mike Monaco and Carole Hankin serve on our board. Their
dedication, talent and contributions helped steer Cendant through one of the
most challenging crises in the history of American business. We are very pleased
to welcome Myra Biblowit and Sheli Rosenberg as directors. Their impressive
backgrounds, skills and experiences are certain to bring tremendous value and
insight to the Cendant board. Upon completion of this restructuring following
our annual meeting of shareholders in May, the Company will be in full
compliance with the board composition provisions of our class action settlement;
and we will have accomplished this more than two years ahead of the specified
time frame."
Ms. Biblowit, 51, previously served as senior vice president and executive
director of the American Museum of Natural History and prior to that served as
executive vice president of the Central Park Conservancy from 1986 to 1991. She
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. Ms. Biblowit is a former director of
Art Spaces and founding director of the City Parks Foundation. Ms. Biblowit is
also a member of the Women's Forum.
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Ms. Rosenberg, 58, has been vice chairman of Equity Group Investments, Inc., a
privately held investment company which controls over 500 properties throughout
the U.S., since January 1, 2000. Prior to that she was president and CEO. Ms.
Rosenberg serves as a director of the following companies: Anixter International
Inc., CVS Corporation, Capital Trust, Dynergy Inc., Manufactured Home
Communities, Inc., Equity Residential Properties Trust and Equity Office
Properties Trust. Ms. Rosenberg also currently sits on the boards of Illinois
Institute of Technology, The Chicago Network, National Partnership of Women and
Families, Women's Issue Network Foundation and Rush-Presbyterian-St. Luke's
Medical Center.
Cendant Corporation is a global provider of real estate, travel and direct
marketing related consumer and business services. The Company's core
competencies include building franchise systems, providing outsourcing solutions
and direct marketing. As a franchiser, Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies, and
tax preparation services. The Company's real estate-related operations also
include Move.com Group, Cendant's relocation, real estate and home-related
services portal on the Internet. As a provider of outsourcing solutions, Cendant
is a major provider of mortgage services to consumers, the global leader in
employee relocation, and the world's largest vacation exchange service. In
direct marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is aggressively pursuing a convergence strategy for the
Company's off-line and online businesses. Other business units include NCP, the
UK's largest private car park operator, and WizCom, an information technology
services provider. Headquartered in New York, NY, the Company has approximately
30,000 employees and operates in over 100 countries.
More information about Cendant, its companies, brands and current SEC filings
may be obtained by visiting the Company's Web site at www.Cendant.com or by
calling 877-4INFO-CD (877-446-3623).
Statements about future results made in this release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties that are difficult to predict including the outcome
of litigation. Actual results could differ materially from those expressed or
implied in the forward-looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements are specified in the Company's Form 10-K
for the year ended December 31, 1999, including completion of the settlement of
the class action litigation.
CENDANT MEDIA CONTACT: CENDANT INVESTOR CONTACTS:
Elliot Bloom Denise L. Gillen
212-413-1832 212-413-1833
Samuel J. Levenson
212-413-1834
