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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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October 5, 1999 (September 30, 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
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
Except as expressly indicated or unless the context otherwise requires,
"Cendant", "we", "our", or "us" means Cendant Corporation, a Delaware
Corporation, and its subsidiaries
New Real Estate Portal - CompleteHome.com. On September 30, 1999, we
announced that our board of directors approved a plan to create a new class of
common stock to track the performance of our new real estate portal to be named
CompleteHome.com. We reached this decision after studying various strategic
alternatives to create shareholder value. Goldman Sachs acted as our financial
advisor. Later this year, we intend to file a proxy statement with the
Securities and Exchange Commission, which will contain financial details, as
well as more specific plans concerning the transaction. We also announced the
appointment of Sarah Nolan as chief executive officer of CompleteHome.com.
The plan to create a tracking stock, which is subject to shareholder
approval, anticipates the initial public offering of CompleteHome.com in the
second quarter of 2000. Beginning in the third quarter of 1999, we will provide
footnote disclosure of CompleteHome.com's earnings information within our
financial statements.
CompleteHome.com - which is expected to become fully functional in
December of this year - will integrate and greatly enhance the online efforts of
our residential real estate brands (CENTURY 21(R), COLDWELL BANKER(R) and
ERA(R)) and those of our real-estate business units (Cendant Mobility and
Cendant Mortgage), drawing on the success of the Rent Net online apartment guide
business model. Rent Net's operations are currently being expanded as the
technology fulcrum for CompleteHome.com, which is headquartered in San
Francisco.
For a more detailed description of the announcement, reference is made
to Exhibit 99.1 which is incorporated herein by reference in its entirety.
Item 7. Exhibits
Exhibit
No. Description
- -------- -----------------------------------------------------------------
99.1 Press Release: Cendant Corporation Announces Plans to Create
Tracking Stock For New Real Estate Portal; Names Sarah Nolan
as CEO.
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
James E. Buckman
Vice Chairman
and General Counsel
Date: October 5, 1999
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated October 5, 1999 (September 30, 1999)
EXHIBIT INDEX
Exhibit
No. Description
- -------- -----------------------------------------------------------------
99.1 Press Release: Cendant Corporation Announces Plans to Create
Tracking Stock For New Real Estate Portal; Names Sarah Nolan
as CEO.
EXHIBIT 99.1
Cendant announces plans to create tracking stock for new real estate portal;
names Sarah Nolan as CEO
URL To Be CompleteHome.com; Site Will Go Live in December
Financial Results of Real Estate Portal Will Be Reported Separately
NEW YORK, NY, September 30, 1999 - Cendant Corporation (NYSE: CD) today
announced that its board of directors has approved a plan to create a new class
of common stock to track the performance of the Company's new real estate
portal. Cendant reached this decision after studying various strategic
alternatives to create shareholder value. Goldman Sachs acted as financial
advisor to the Company. Later this year, Cendant will file a proxy with the SEC,
which will contain financial details as well as more specific plans concerning
the transaction. Cendant also announced that it has named its new real estate
site CompleteHome.com, and appointed Sarah Nolan as chief executive officer.
The plan to create a tracking stock, subject to shareholder approval,
anticipates the initial public offering of CompleteHome.com in the second
quarter of 2000. Beginning in the third quarter of 1999, the Company will
provide footnote disclosure of CompleteHome.com's earnings information within
Cendant's financial statements.
CompleteHome.com--which is expected to go live in December of this year--will
integrate and greatly enhance the online efforts of Cendant's residential real
estate brands (CENTURY 21(R), COLDWELL BANKER(R) and ERA(R)) and those of its
real-estate business units (Cendant Mobility and Cendant Mortgage), drawing on
the success of its Rent Net online apartment guide business model. Rent Net's
operations are currently being expanded as the technology fulcrum for
CompleteHome.com, which is headquartered in San Francisco. Nolan, a former
senior executive with American Express and most recently the CEO of two Internet
companies, joined CompleteHome.com in September of this year.
Henry R. Silverman, Chairman, President and CEO of Cendant, stated: "Through
CompleteHome.com, Cendant will create the real estate industry's only total
online solution operated by real estate practitioners for brokers, agents and
consumers. We think `CompleteHome.com' is the ideal name for this online
venture, because we will aggregate in one virtual portal an unrivaled amount of
services and expertise dedicated to every aspect of the residential real estate
world."
Richard A. Smith, Chairman and CEO of Cendant's Real Estate Division, stated:
"Over the past five years, Cendant has assembled an unmatched `value circle' of
real estate companies. Through CompleteHome.com, we will now be able to further
accelerate the off-line success of these companies by harnessing the full-power
of the Internet. Our residential real estate licensees and their sales
associates, relocation customers, mortgage operations, and our Rent Net
customers will all be beneficiaries of our Internet strategy. Through lead
generation, home-related resources, and a broad range of Internet services,
CompleteHome.com will be an integral part of the Cendant value circle."
"Further, with Sarah Nolan at the helm as CEO - working with the proven
executive team of Rent Net founders Phil Marcus and Jed Katz - we have an ideal
leader who possesses both a major company management background and tested
Internet start-up experience."
Sarah Nolan, Chief Executive Officer of CompleteHome.com, stated: "Cendant has a
unique opportunity to create the most comprehensive real estate Internet portal.
I'm tremendously excited to be a part of this project, because it truly does
combine the best of all worlds: off-line market share, extensive online real
estate expertise, and financial resources. No other company in the real estate
or online world has the depth to accomplish this. Over the next several weeks,
CompleteHome.com's enormous potential will become increasingly clear as we
announce several business development and distribution deals in addition to our
complete management slate."
CompleteHome.com anticipates leveraging Rent Net's success to an unprecedented
degree. The Company reported that as a stand-alone operation, Rent Net logged
3.5 million unique user sessions in July of 1999 alone, generating over 300,000
leads for its property manager clients, and reducing their cost per lease to
roughly $84, compared to the $300 per lease national average. According to Media
Metrix, the leading online audience measuring firm, Rent Net attracted over 50%
more visits than its nearest competitor in July 1999. In order to improve on
this already successful platform, CompleteHome.com will draw on the capabilities
and existing infrastructure of Cendant's lines of business, and focus user
experience on virtually everything consumers need before, during and after their
move.
Ms. Nolan added, "Through CompleteHome.com, we'll be able to offer our networks
of real estate professionals vastly increased exposure at no cost - while
providing the consumer with the kind of seamless, one-source, Web-based
experience that has proven successful in other online ventures. Brokers and
agents will benefit from a dedicated Internet presence, while consumers will be
able to fulfill their real estate needs from A to Z, whether trying to find a
home, buy it, get a mortgage, seek information about new neighborhoods, move or
simply settle in. CompleteHome.com will offer it all."
Ms. Nolan began her career at McGraw-Hill during the 1970's, ultimately working
in both sales/marketing and editorial positions. After moving on to the Irving
Trust Company, earning an MBA from New York University, and then working for
consulting firm Booz Allen & Hamilton, she headed up Marine Midland's
then-billion-dollar Personal Trust business. From there, she moved to American
Express, where she served as an Executive Vice President of that company's
Travel Related Services division, in addition to being President of the AMEX
Life Assurance Company. Most recently, Ms. Nolan has worked for Hambrecht &
Quist LLP, for whom she served as President and CEO of OptionsLink, the
Web-based manager of over $3 billion in employee stock options for which she
ultimately negotiated a sale to E*Trade. Following this experience, Ms. Nolan
served as Chairman of the Board and Chief Executive Officer of Narrowline, an
Internet advertising exchange and research company.
Cendant Corporation is a global provider of consumer and business services. The
Company's core competencies include building franchise systems, providing
outsourcing solutions and direct marketing. As a franchisor, Cendant is among
the world's leading franchisors of hotels, rental car agencies, tax preparation
services and real estate brokerage offices. The real estate division also
includes Welcome Wagon/GETKO and the Company's residential real estate services
Internet portal which is currently under development. As a provider of
outsourcing solutions, Cendant is the world's largest vacation exchange service,
a major provider of mortgage services to consumers and the global leader in
employee relocation. In direct marketing, Cendant provides access to insurance,
travel, shopping, auto, and other services primarily to customers of its
affinity partners. 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 more than 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. 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/A for the year ended December 31,1998,
including the resolution of the pending class action litigation and the
Company's ability to implement its plan to divest non-strategic assets.
For Media For Investors
Elliot Bloom (212) 413-1832 Sam Levenson (212) 413-1834
Denise Gillen (212) 413-1833