SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
AVIS GROUP HOLDINGS, INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
053790 10 1
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(CUSIP NUMBER)
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
Attention: Eric J. Bock
Senior Vice President, Law
and Corporate Secretary
Copy to:
Patricia Moran Chuff, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
November 11, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box o.
This Amendment No. 1 to Statement on Schedule 13D amends
and supplements the Statement on Schedule 13D, dated August 22, 2000 (the
"Statement"), filed by Cendant Corporation, a Delaware corporation
("Cendant"), with respect to the class A common stock, par value $0.01 per
share (the "Common Stock"), of Avis Group Holdings, Inc., a Delaware
corporation (the "Issuer"). Terms used but not defined herein have the
meanings ascribed to such terms in the Statement.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and supplemented to add the following:
This Amendment No. 1 is being filed to report that on
November 11, 2000, Cendant, PHH Corporation, a Maryland corporation, Avis
Acquisition Corp., a Delaware corporation ("Acquisition") and the Issuer
entered into an Agreement and Plan of Merger (the "Merger Agreement"),
providing for Cendant to acquire all of the outstanding shares of Avis that
are not currently owned by Cendant at a price of $33.00 per share in cash.
Pursuant to the Merger Agreement, Acquisition will be
merged with and into Avis (the "Merger"), on the terms and subject to the
conditions set forth in the Merger Agreement. Upon completion of the
Merger, Avis will become an indirect wholly owned subsidiary of Cendant.
The Merger is conditioned upon, among other things, approval of the Merger
by a majority of the votes cast by Avis stockholders who are unaffiliated
with Cendant, receipt of regulatory approvals and other customary closing
conditions. A copy of the Merger Agreement and the joint press release
issued by Cendant and the Issuer on November 13, 2000 announcing execution
of the Merger Agreement are filed herewith as Exhibits 1 and 2,
respectively.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statement is hereby amended and
supplemented to add the following:
Exhibit Description
1 Agreement and Plan of Merger, dated as of November 10, 2000, among
Cendant Corporation, PHH Corporation, Avis Acquisition Corp. and Avis
Group Holdings, Inc.
2 Press Release issued by Cendant Corporation and Avis Group Holdings,
Inc., dated November 13, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: November 14, 2000 CENDANT CORPORATION
CENDANT CAR HOLDINGS, INC.
CENDANT CAR RENTAL, INC.
HFS CAR RENTAL HOLDINGS, INC.
CENDANT FINANCE HOLDING CORPORATION
/s/ James E. Buckman
-----------------------------------
James E. Buckman
Vice Chairman, General Counsel
and Assistant Secretary
EXHIBIT INDEX
Exhibit Description
1 Agreement and Plan of Merger, dated as of November 11, 2000, among
Cendant Corporation, PHH Corporation, Avis Acquisition Corp. and Avis
Group Holdings, Inc.
2 Joint Press Release issued by Cendant Corporation and Avis Group
Holdings, Inc., dated November 13, 2000.
