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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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NOVEMBER 17, 2000
(NOVEMBER 11, 2000)
(Date of Report (date of earliest event reported))
CENDANT CORPORATION
(Exact name of Registrant as specified in its charter)
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DELAWARE 1-10308 06-0918165
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
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9 WEST 57TH STREET
NEW YORK, NY 10019-2601
(Address of principal executive office) (Zip code)
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(212) 413-1800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 11, 2000, Cendant Corporation ("Cendant"), PHH Corporation
("we", "our", or "us") and Avis Acquisition Corp. (collectively, "the Company")
entered into an Agreement and Plan of Merger ("Merger Agreement") with Avis
Group Holdings, Inc. ("Avis") to acquire all of the outstanding shares of Avis,
not currently owned by Cendant at a price of $33 per share in cash.
The acquisition is subject to, among other things, approval of a majority of
the votes cast by the shareholders of Avis who are unaffiliated with Cendant and
also to customary regulatory approvals. The acquisition is expected to be
completed during the first quarter of 2001, although there can be no assurance
that all required approvals will be obtained by such time. The acquisition will
be accounted for as a purchase.
The acquisition will be made by our subsidiary. It is our intention to
distribute the consumer car rental business, Avis Rent A Car, to a Cendant
subsidiary not within our ownership structure. After the acquisition and the
distribution of the consumer car rental business, we will own and operate the
Vehicle Management and Leasing business as well as the Wright Express fuel card
business.
We estimate that the total amount of funds required to purchase all of the
outstanding shares of Avis not currently owned by Cendant and pay related costs
will be approximately $967 million. In addition, the acquisition entails the
assumption of approximately $7.3 billion of net debt of Avis.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement incorporated herein as
Exhibit 2.1.
See Exhibits 99.1 and 99.2 for financial statements of Avis and pro forma
financial information giving effect to the acquisition of Avis, respectively.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This Form 8-K contains forward-looking statements within the meaning of the
Private Litigation Reform Act of 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
See Exhibit 99.1 attached hereto for Financial Statements of Avis Group
Holdings, Inc.
(b) Pro Forma Financial Information.
See Exhibit 99.2 attached hereto for Pro Forma Financial Information
giving effect to the acquisition of Avis Group Holdings, Inc.
(c) Exhibits.
See Exhibit Index.
1
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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.
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CENDANT CORPORATION
/s/ DAVID M. JOHNSON
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David M. Johnson
SENIOR EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
/S/ JOHN T. MCCLAIN
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John T. McClain
SENIOR VICE PRESIDENT, FINANCE AND
CORPORATE CONTROLLER
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Date: November 17, 2000
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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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 to Cendant Corporation's
Form 10-Q dated November 14, 2000)
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Combined Condensed Financial Information
(unaudited)
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