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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(FINAL AMENDMENT)
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CENDANT CORPORATION
(Name of Issuer)
CENDANT STOCK CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
151313 10 3
(CUSIP Number of Class of Securities)
James E. Buckman
Cendant Stock Corporation
9 West 57th Street
New York, NY 10019
(212) 413-1800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
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COPIES TO:
Eric J. Friedman Eric J. Bock
Skadden, Arps, Slate, Meagher & Flom LLP Cendant Corporation
919 Third Avenue 9 West 57th Street
New York, New York 10022 New York, New York 10019
(212) 735-3000 (212) 413-1836
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June 16, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- -----------------------------------------------------------------------------
$1,125,000,000 $225,000
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* Calculated solely for purposes of determining the filing fee in
accordance with Section 13 (e)(3) of the Securities Exchange Act of
1934, as amended, and Rule 0-11 thereunder. This amount assumes the
purchase of 50,000,000 shares of Cendant Corporation common stock,
par value $.01 per share, at the maximum tender offer price per
share of $22.50.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
Amount Previously Paid: $225,000 Filing Party: Cendant Stock
Corporation
Form of Registration No.: Schedule 13E-4 Date File: June 16, 1999
This Final Amendment amends the Issuer Tender Offer Statement on
Schedule 13E-4 initially filed on June 16, 1999 (as amended, the
"Statement"), relating to the tender offer by Cendant Stock Corporation
("Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Cendant Corporation ("Cendant"), to purchase up to 50,000,000 shares of
Cendant common stock, par value $.01 per share (the "Shares"), at prices,
net to the seller in cash, not greater than $19.75 nor less than $22.50 per
Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated June 16, 1999 and the related Letter of Transmittal
(which, as they may be amended from time to time, are herein collectively
referred to as the "Offer").
ITEM 1. SECURITY AND ISSUER.
(b) The Offer expired on July 15, 1999 at 12:00 midnight, New York
City time. In accordance with the final results of the Offer, Purchaser
will purchase 50,002,845 Shares validly tendered at a price of $22.25 per
Share. The final proration factor for the Offer is 90.0126%. All holders of
fewer than 100 Shares who validly tendered at a price of $22.25 per Share
or less will not be subject to proration. In addition to the 50 million
Shares subject to the Offer, Purchaser has also elected to purchase an
additional 2,845 Shares validly tendered by holders at or below $22.25 per
Share which, as a result of proration, resulted in such holders owning
fewer than 100 Shares.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended and supplemented by incorporation by
reference herein of the information set forth above under Item 1.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a)(17) Press release of Cendant, dated July 21, 1999, announcing
the final results for the Offer.
SIGNATURE
After due 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.
CENDANT STOCK CORPORATION
By: /s/ James E. Buckman
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Name: James E. Buckman
Title: Executive Vice President
Dated: July 21, 1999
INDEX TO EXHIBITS
ITEM DESCRIPTION
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(a)(17) Press release of Cendant, dated July 21, 1999, announcing
the final results for the Offer.
CENDANT CORPORATION ANNOUNCES FINAL RESULTS OF ITS
DUTCH AUCTION SELF-TENDER OFFER
NEW YORK, NY, JULY 21, 1999--Cendant Corporation (NYSE: CD) today
announced that, in accordance with the final results of its Dutch Auction
self-tender offer which expired on July 15, 1999 at 12:00 midnight, New
York City time, the Company will purchase 50 million shares validly
tendered at a price of $22.25 per share. The final proration factor for the
tender offer is 90.0126%. All holders of fewer than 100 shares who validly
tendered at a price of $22.25 per share or less will not be subject to
proration. The Company has also elected to purchase an additional 2,850
shares validly tendered by holders at or below $22.25 per share which, as a
result of proration, resulted in such holders owning fewer than 100 shares.
The Company had announced the preliminary results of the offer on July 16,
1999.
The final count by the depositary for the offer indicated that
approximately 55.5 million shares were tendered (including approximately
145,000 shares in odd lots) and not withdrawn at prices of $22.25 per share
or lower. The depositary for the offer will promptly issue payment for the
shares accepted under the offer and return all shares tendered in excess of
this price and shares not accepted because of proration. The shares
purchased represent about 7% of the approximately 768 million shares
outstanding immediately prior to the offer.
Including shares repurchased by way of the Dutch Auction
self-tender offer, the Company's previously announced and completed share
repurchase programs and the 7.1 million shares returned to the Company in
connection with the sale of Hebdo Mag International, Cendant has
repurchased approximately 141 million shares. In aggregate, Cendant's share
repurchase programs have risen to approximately $2.9 billion. Cendant
expects to continue to use excess financial resources, including cash flow
from operations and proceeds from asset sales, to repurchase shares and
retire debt. The Company's stated objective is to maintain a target debt to
total capital ratio of 40% or less.
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.
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 segment also includes Welcome Wagon/GETKO and the
Company's soon-to-be-created residential real estate services portal on the
Internet. 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).
Media Contact: Investor Contact:
Elliot Bloom Denise L. Gillen
212-413-1832 212-413-1833
Samuel J. Levenson
212-413-1834