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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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February 4, 1999 (February 4, 1999)
(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 - 37th Floor
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)
Item 5. Other Events
UK Secretary of State for Trade and Industry Requires Divestiture of Green Flag
Unit before Cendant and RAC Motoring Services Merger Can Proceed. On February 4,
1998, we announced that the UK Secretary of State for Trade and Industry had
cleared our proposed acquisition of RAC Motoring Services on the condition that
we divest our Green Flag breakdown assistance business. We do not regard that
proposed condition as reasonably acceptable or commercially feasible and
therefore it is our intention not to proceed with the acquisition of RAC
Motoring Services.
Reference is made to the press release dated February 4, 1999 attached hereto as
Exhibit 99.1, which is incorporated herein by reference in its entirety.
Item 7. Exhibits
Exhibit
No. Description
- ------- -----------
99.1 Press release: UK Secretary of State for Trade and Industry Requires
Divestiture of Green Flag Unit before Cendant and RAC Motoring Services
Merger Can Proceed, dated February 4, 1999.
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/ Eric J. Bock
Eric J. Bock
Vice President, Legal
Date: February 4, 1999
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated February 4, 1999 (February 4, 1999)
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
99.1 Press release: UK Secretary of State for Trade and Industry Requires
Divestiture of Green Flag Unit before Cendant and RAC Motoring Services
Merger Can Proceed, dated February 4, 1999.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
UK SECRETARY OF STATE FOR TRADE AND INDUSTRY REQUIRES DIVESTITURE OF GREEN FLAG
UNIT BEFORE CENDANT AND RAC MOTORING SERVICES MERGER
CAN PROCEED
Company Says Divestiture of Green Flag is an Unacceptable Condition
Cendant Says RAC Valuation Was Based on Future Synergies with Green Flag
New York, NY, February 4, 1999--Cendant Corporation (NYSE: CD) today
announced that the UK Secretary of State for Trade and Industry has cleared its
proposed acquisition of RAC Motoring Services on the condition that Cendant
divests its Green Flag breakdown assistance business. Cendant does not regard
the proposed condition as reasonably acceptable or commercially feasible and
therefore it is the Company's intention not to proceed with the acquisition of
RAC Motoring Services.
Stephen P. Holmes, Cendant Corporation vice chairman, stated:
"At the outset, we explained to the MMC that the divestiture of Green
Flag would not be acceptable. Thus, we have informed the RAC that we do not
regard the condition described by the Secretary of State as acceptable and, for
that reason, we are unable to proceed with the acquisition of RAC Motoring
Services. Our valuation of RAC Motoring Services was driven by future synergies
between the RAC and Green Flag businesses, which would have resulted in cost
savings to benefit our shareholders and service improvements to benefit RAC and
Green Flag members. However, our intention is now to build on the already
successful record of Green Flag and to provide a strong and vigorous competitor
to the RAC, the AA and others in the UK breakdown services market. We will
utilize the funds committed to the RAC transaction to further reduce debt and
repurchase Cendant shares."
Cendant Corporation is one of the world's foremost providers of
consumer and business services. The Company operates in three principal
divisions: Travel Services, Real Estate Services and Alliance Marketing. In
Travel Services, Cendant is the leading franchisor of hotels and rental car
agencies worldwide; the largest provider of vacation exchange services; a
leading fleet management company; the UK's largest private car park operator;
and a leading motorist assistance group in the UK. In Real Estate Services,
Cendant is the world's largest franchisor of residential real estate brokerage
offices, a major provider of mortgage services to consumers and a global leader
in corporate employee relocation. In Alliance Marketing, Cendant provides access
to insurance, travel, shopping, auto, and other services, primarily through
direct marketing to customers of its affinity partners. Headquartered in New
York, NY, the Company has more than 35,000 employees and operates in over 100
countries.
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. 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 Prospectus Supplement dated November 24, 1998.
Media Contact: Investor Contacts:
Elliot Bloom Denise Gillen
212-413-1832 212-413-1833
Victoria Weld Sam Levenson
Kekst and Company 212-413-1834
212-521-4800