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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
AVIS GROUP HOLDINGS, INC.
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(NAME OF ISSUER)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
053790 10 1
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(CUSIP NUMBER)
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
Attention: Eric J. Bock
Senior Vice President, Law
and Corporate Secretary
Copy to:
Patricia Moran, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 1, 2001
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box | |.
(Continued on the following pages)
(Page 1 of 3 Pages)
This Amendment No. 2 to Statement on Schedule 13D amends and
supplements the Statement on Schedule 13D, dated August 22, 2000 (the
"Statement") and Amendment No. 1 to the Statement on Schedule 13D, dated
November 11, 2000 ("Amendment No. 1" and, together with the Statement, the
"Statements"), filed by Cendant Corporation, a Delaware corporation
("Cendant"), with respect to the Class A common stock, par value $0.01 per
share (the "Common Stock"), of Avis Group Holdings, Inc., a Delaware
corporation (the "Issuer"). Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Statements.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Statements is hereby amended and supplemented
to add the following:
This Amendment No. 2 is being filed to report that on March
1, 2001, the Merger of Acquisition with and into the Issuer was consummated
subject to and in accordance with the terms of the Merger Agreement.
Pursuant to the Merger, all of the outstanding shares of the Issuer not
beneficially owned by Cendant were converted into the right to receive
$33.00 per share in cash. As a result of the Merger, the Issuer is now an
indirect, wholly owned subsidiary of Cendant and the Common Stock was
delisted from the New York Stock Exchange.
A copy of the press release issued by Cendant on March 1,
2001 announcing the consummation of the Merger is filed herewith as Exhibit
1 and incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Item 7 of the Statements is hereby amended and supplemented
to add the following:
Exhibit Description
1 Press Release issued by Cendant Corporation on March 1, 2001.
SIGNATURE
After reasonable 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.
Dated: March 9, 2001 CENDANT CORPORATION
CENDANT CAR HOLDINGS, INC.
CENDANT CAR RENTAL, INC.
HFS CAR RENTAL HOLDINGS, INC.
CENDANT FINANCE HOLDING CORPORATION
/s/ Eric J. Bock
---------------------------------
Eric J. Bock
Senior Vice President - Law
and Corporate Secretary
EXHIBIT INDEX
Exhibit Description
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1 Press Release issued by Cendant Corporation on March 1, 2001.
EXHIBIT 1
CENDANT COMPLETES ACQUISITION OF AVIS GROUP HOLDINGS, INC.
AVIS HEADQUARTERS IN GARDEN CITY, NY WILL BE RELOCATED TO PARSIPPANY, NJ
NEW YORK, NY, 03-01-2001 -- Cendant Corporation (NYSE: CD) today announced
that it has completed its previously announced acquisition of the portion
of Avis Group Holdings, Inc. that it did not already own for $33 per share
in cash or approximately $937 million. The transaction is expected to be
immediately accretive to Cendant's earnings per share.
Cendant Chairman, President and CEO, Henry R. Silverman stated: "Avis fits
well within Cendant's fee-for-service based business model. Through the
Avis transaction, we expect to take full advantage of revenue-generating
cross marketing opportunities and other synergies within our company."
As a result of the transaction, Cendant expects to realize synergies
between Avis Rent A Car and its Parsippany, NJ-based operations. Within the
next 12 to 18 months, Cendant will phase out of operation the current Avis
headquarters in Garden City, transferring a majority of the positions based
there to Parsippany and other field locations. Cendant's WizCom unit and
other technology support functions will remain in Garden City.
"Although the vast majority of our 20,000 employees work face-to-face with
our customers in thousands of rental locations around the world, Avis Rent
A Car has a proud and valued history in Long Island," said Robert Salerno,
who will remain chief operating officer of Avis Rent A Car. "Yet merging
our headquarters with Cendant offers us cross-marketing and cost-saving
opportunities that are extremely compelling. At the same time, we are
totally committed to ensuring that the gradual transition to Parsippany is
handled with great sensitivity to our dedicated employees and minimal
disruption to our operations."
Additionally, PHH Arval (vehicle management services) and Wright Express
(fuel card services) employees will remain in Hunt Valley, MD and South
Portland, Maine, respectively.
ABOUT AVIS
Avis is one of the world's leading service and information providers for
comprehensive automotive transportation and vehicle management solutions.
Avis operates Avis Rent A Car, the world's second largest general-use car
rental business, with locations in the United States, Canada, Australia,
New Zealand and the Latin American Caribbean region; PHH Arval, one of the
world's leading vehicle management companies; and Wright Express, the
world's largest fleet card provider. For additional information and news
concerning Avis, please log onto the Avis web site at www.avis.com
ABOUT CENDANT CORPORATION
Cendant Corporation is a diversified global provider of business and
consumer services primarily within the real estate and travel sectors. The
Company's core competencies include building franchise systems and
providing outsourcing services. Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies,
and tax preparation services. Cendant is also a provider of outsourcing
solutions to its business partners including mortgage origination, employee
relocation, customer loyalty programs and vacation exchange services. Other
business units include NCP, the UK's largest private car park operator, and
WizCom, an information technology services provider. With headquarters in
New York City, the Company has approximately 50,000 employees and operates
in over 100 countries.
More information about Cendant, its companies, brands and current SEC
filings may be obtained by calling 877-4INFO-CD (877-446-3623) or by
visiting the Company's Web site at www.cendant.com.
Statements about future results made in this release 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. Actual
results may 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 8-K
filed on February 8, 2001.
Such forward-looking statements include projections. Such projections were
not prepared in accordance with published guidelines of the American
Institute of Certified Public Accountants or the SEC regarding projections
and forecasts, nor have such projections been audited, examined or
otherwise reviewed by independent auditors of Cendant or its affiliates. In
addition, such projections are based upon many estimates and are inherently
subject to significant economic and competitive uncertainties and
contingencies, many of which are beyond the control of management of
Cendant and its affiliates. Certain of such uncertainties and contingencies
are specified in Cendant's Form 8-K filed on February 8, 2001. Accordingly,
actual results may be materially higher or lower than those projected. The
inclusion of such projections herein should not be regarded as a
representation by Cendant or its affiliates that the projections will prove
to be correct.
MEDIA CONTACT: INVESTOR CONTACTS:
Elliot Bloom Denise Gillen
212-413-1832 212-413-1833
Sam Levenson
212-413-1834