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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: August 15, 2000
(Date of earliest event reported)
CENDANT CORPORATION
(Exact name of registrant as
specified in its charter)
DELAWARE 1-10308 06-0918165
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
9 WEST 57TH STREET
NEW YORK, NY 10019
(212) 413-1800
(Address including zip code, and telephone
number including area code of
registrants' principal executive offices)
Item 5. Other Events.
On August 15, 2000, Cendant Corporation (the "Registrant")
announced that it had submitted to the Board of Directors of Avis Group
Holdings, Inc. ("Avis") a preliminary, non-binding proposal to acquire all
of the outstanding shares of Avis that are not currently owned by the
Registrant at a price of $29.00 per share in cash. A copy of the press
release issued by the Registrant on August 15, 2000 announcing the proposal
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits:
99.1 Press release issued by Cendant
Corporation dated August 15, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, 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: August 15, 2000
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
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99.1 Press release issued by Cendant Corporation
dated August 15, 2000
FOR IMMEDIATE RELEASE Exhibit 99.1
AUGUST 15, 2000
CENDANT ANNOUNCES PRELIMINARY PROPOSAL
TO ACQUIRE OUTSTANDING AVIS SHARES
New York, N.Y. - Cendant Corporation (NYSE: CD) announced
today that it has submitted to the Board of Directors of Avis Group
Holdings, Inc. (NYSE: AVI) a preliminary, non-binding proposal to acquire
all of the outstanding shares of Avis that are not currently owned by
Cendant at a price of $29 per share in cash. Approximately 25.6 million
shares of Avis common stock are not owned by Cendant. Accordingly, the
transaction, if completed, would have an equity value of approximately $750
million.
Cendant Corporation currently owns approximately 18% of
Avis' outstanding common shares and also owns preferred stock of a
subsidiary of Avis that is convertible into Avis shares. Based upon current
conversion rates and assuming certain earnings and market price thresholds
are met, such preferred shares are convertible into a combination of
non-voting and voting Avis common shares that would result in Cendant
having up to a 20% voting interest in Avis and up to an approximately 33%
economic interest.
Cendant Corporation is a global provider of real estate,
travel and direct marketing related consumer and business services. The
Company's core competencies include building franchise systems, providing
outsourcing solutions and direct marketing. As a franchiser, Cendant is
among the world's leading franchisers of real estate brokerage offices,
hotels, rental car agencies, and tax preparation services. The Company's
real estate-related operations also include Move.com Group, Cendant's
relocation, real estate and home-related services portal on the Internet.
As a provider of outsourcing solutions, Cendant is a major provider of
mortgage services to consumers, the global leader in employee relocation,
and the world's largest vacation exchange service. In direct marketing,
Cendant provides access to insurance, travel, shopping, auto, and other
services primarily to customers of its affinity partners. In addition,
Cendant Internet Group is pursuing a convergence strategy for the Company's
off-line and online businesses. 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
approximately 28,000 employees and operates in over 100 countries.
Avis is one of the world's leading service and information
providers of comprehensive automotive transportation and vehicle management
solutions. Avis operates the second largest general-use car rental business
in the world, with locations in the United States, Canada, Australia, New
Zealand and the Latin American Caribbean region. In 1999, Avis acquired PHH
Vehicle Management Services, the world's second largest fleet management
and leasing company, together with Wright Express, the world's largest
fleet card provider. 80% of the European operations of Avis' fleet
management and leasing company were sold to BNP-Paribas on August 9, 2000.
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).