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): OCTOBER 26, 2000
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10308 06-0918165
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9 WEST 57TH STREET NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 314-1800
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 27, 2000, Cendant Corporation, a Delaware
corporation ("Cendant"), and Homestore.com, Inc., a Delaware corporation
("Homestore"), issued a joint press release announcing that they had
entered into an Agreement and Plan of Reorganization (the "Reorganization
Agreement"), providing for Homestore.com to acquire Move.com, Inc., a
Delaware corporation and an indirect wholly owned subsidiary of Cendant
("Move.com"), and Welcome Wagon International Inc., a New York corporation
and an indirect wholly owned subsidiary of Cendant ("Welcome Wagon"). A
copy of the joint press release issued in connection with the execution of
the Reorganization Agreement is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
On November 2, 2000, Cendant and Fairfield Communities,
Inc., a Delaware corporation ("Fairfield"), issued a joint press release
announcing that they had entered into an Agreement and Plan of Merger (the
"Merger Agreement"), pursuant to which a subsidiary of Cendant will merge
with and into Fairfield (the "Merger"). The Merger has been approved by the
Boards of Directors of both Cendant and Fairfield. Pursuant to the Merger
Agreement, stockholders of Fairfield will elect to receive the Merger
consideration in either cash or stock, subject to Cendant's right to
substitute cash consideration for any stock consideration. The Merger is
subject to the obtaining of various regulatory approvals, including under
the Hart-Scott-Rodino Antitrust Improvements Act and various state
timeshare registration laws, and the approval of the stockholders of
Fairfield.
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. Although the joint press release
states that the final acquisition price depends on a formula based on the
average trading price of Cendant's common stock over a twenty trading day
period prior to the closing of the Merger, in fact the twenty day period is
based on a period that ends prior to the date of the Fairfield stockholders
meeting, which pursuant to the Merger Agreement Fairfield may elect to
postpone to a date close to the closing date.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
No. Description
99.1 Joint Press Release of Cendant Corporation and Homestore.com, Inc.,
dated October 27, 2000.
99.2 Joint Press Release of Cendant Corporation and Fairfield Communities,
Inc., dated November 2, 2000.
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.
CENDANT CORPORATION
By: /s/ Eric Bock
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Name: Eric Bock
Title: Senior Vice President - Law and
Corporate Secretary
Dated: November 3, 2000
EXHIBIT INDEX
Exhibit No. Description
99.1 Joint Press Release of Cendant Corporation and
Homestore.com, Inc., dated October 27, 2000.
99.2 Joint Press Release of Cendant Corporation and Fairfield
Communities, Inc., dated November 2, 2000.
