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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_______________________
Orbitz, Inc.
(Name of Subject Company (issuer))
Robertson Acquisition Corporation
Cendant Corporation
(Name of Filing Persons (Offerors))
Class A Common Stock, par value $.001 per Share
(Titles of Classes of Securities)
68556Y 10 0
(CUSIP Number of Class of Securities)
James E. Buckman, Esq.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the filing person)
Copies to:
David Fox, Esq. Eric J. Bock
Skadden, Arps, Slate, Meagher & Flom LLP Executive Vice President - Law
Four Times Square and Corporate Secretary
New York, New York 10036 Cendant Corporation
(212) 735-3000 9 West 57th Street
New York, New York 10019
(212) 413-1800
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$1,233,135,134 $156,239
* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of 14,356,179 shares of class A common stock of Orbitz,
Inc. at the tender offer price of $27.50 per share of class A common stock. The
transaction value also assumes the purchase of 27,173,461 shares of class B
common stock of Orbitz, Inc. at the tender offer price of $27.50 per share of
class B common stock. The transaction value also includes the offer price of
$27.50 less $12.62, which is the average exercise price of outstanding options,
multiplied by 6,120,298, the estimated number of options outstanding.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Fee Rate
Advisory No. 3 for fiscal year 2005, equals $126.70 per million of transaction
value, or $156,239.
|X| Check the 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: $156,239 Filing Party: Cendant Corporation
Form or Registration No. Schedule TO-T Date Filed: October 6, 2004
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO, as amended through the date hereof (the
"Statement"), originally filed with the Securities and Exchange Commission (the
"Commission") on October 6, 2004, by Robertson Acquisition Corporation, a
Delaware corporation (the "Purchaser") and an indirect wholly owned subsidiary
of Cendant Corporation, a Delaware corporation ("Cendant"), and Cendant,
relating to a tender offer by the Purchaser to purchase all outstanding shares
of class A common stock, par value $.001 per share (the "Class A Common
Stock"), of Orbitz, Inc., a Delaware corporation ("Orbitz" or the "Company"),
for a purchase price of $27.50 per share (the "Shares"), net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated October 6, 2004 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal"), copies of which are filed as Exhibit (a)(1)(A) and Exhibit
(a)(1)(B) to the Statement, respectively. Capitalized terms used and not
otherwise defined in this Amendment shall have the meanings assigned to such
terms in the Offer to Purchase or in the Statement.
Item 11. Additional Information.
Item 11 of the Statement is hereby amended and supplemented to add to
the end thereof the following:
"On November 2, 2004, Cendant issued a press release announcing that
the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended, relating to its proposed acquisition of Orbitz, Inc. (Nasdaq:
ORBZ) had expired. A copy of the press release is attached hereto as Exhibit
(a)(1)(J) and is incorporated herein by reference."
Item 12. Exhibits.
Item 12 of the Statement is hereby amended and supplemented to add the
following:
"(a)(1)(J) Press Release issued by Cendant, dated November 2, 2004."
SIGNATURES
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.
ROBERTSON ACQUISITION CORPORATION
By: /s/ Eric J. Bock
------------------------------
Name: Eric J. Bock
Title: Executive Vice President,
Secretary and Director
CENDANT CORPORATION
By: /s/ Eric J. Bock
------------------------------
Name: Eric J. Bock
Title: Executive Vice President -
Law and Corporate Secretary
Dated: November 2, 2004
Exhibit (a)(1)(J)
CENDANT CORPORATION ANNOUNCES EXPIRATION OF
HART-SCOTT-RODINO WAITING PERIOD
RELATING TO ITS ACQUISITION OF ORBITZ, INC.
NEW YORK 11-02-2004 -- Cendant Corporation (NYSE: CD) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act
of 1976, as amended (HSR Act), relating to its proposed acquisition of Orbitz,
Inc. (Nasdaq: ORBZ) has expired. As previously announced, Cendant's tender
offers for Orbitz currently are scheduled to expire at 12:00 midnight, New York
City time, on Wednesday, November 10, 2004.
About Cendant Travel Distribution Services
- ------------------------------------------
Cendant's Travel Distribution Services Division is one of the world's
largest and most geographically diverse collections of travel brands and
distribution businesses. The division, employing nearly 5,000 people in more
than 116 countries, includes: Galileo, a leading global distribution system
(GDS), serving more than 44,000 travel agencies and over 60,000 hotels; hotel
distribution and services businesses (TRUST, THOR, WizCom and Neat Group);
leading online travel agencies (CheapTickets.com, Lodging.com, HotelClub.com
and RatesToGo.com); Shepherd Systems, an airline market intelligence company;
Travelwire, an international travel technology and software company; Travel
2/Travel 4, a leading international provider of long-haul air travel and travel
product consolidator; and Travelport, a provider of online global corporate
travel management solutions.
About Cendant Corporation
- -------------------------
Cendant Corporation is primarily a provider of travel and residential
real estate services. With approximately 90,000 employees, New York City-based
Cendant provides these services to businesses and consumers 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
http://www.cendant.com or by calling 877-4INFOCD (877-446-3623).
About Orbitz
- ------------
Orbitz is a leading online travel company that enables travelers to
search for and purchase a broad array of travel products, including airline
tickets, lodging, rental cars, cruises and vacation packages. Since launching
its Web site to the general public in June 2001, Orbitz has become the third
largest online travel site based on gross travel bookings. On
http://www.orbitz.com, consumers can search more than 455 airlines, as well as
rates at tens of thousands of lodging properties worldwide and at 22 car rental
companies.
Statements about the expected effects on Cendant of the acquisition of
Orbitz, statements about the expected timing, certainty and scope of the
acquisition and all other statements in this release other than historical
facts are forward-looking statements. Forward-looking statements include
information about possible or assumed future financial results and usually
contain words such as "believes," "intends," "expects," "anticipates,"
"estimates", or similar expressions. These statements are subject to risks and
uncertainties that may change at any time, and, therefore, actual results may
differ materially from expected results due to a variety of factors, including
but not limited to, the satisfaction of the conditions to closing of the
offers. We caution investors not to place undue reliance on the forward-looking
statements contained in this press release. These statements speak only as of
the date of this press release, and we undertake no obligation to update or
revise the statements, risks or reasons. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell securities of Orbitz. The tender offers are being made
pursuant to a tender offer statement and related materials. Investors and
security holders are strongly advised to read both the tender offer statement
and the solicitation/recommendation statement regarding the tender offers
referred to in this press release, because they contain important information.
The tender offer statement by Cendant and the solicitation/recommendation
statement by Orbitz were filed on October 6, 2004 with the Securities and
Exchange Commission (SEC). Investors and security holders may obtain a free
copy of these statements and other documents filed by Cendant and Orbitz at the
SEC's Web site at www.sec.gov. The tender offer statement and related materials
may be obtained for free by directing such requests to Georgeson Shareholder
Communication Inc., 17 State Street, 10th Floor, New York, New York 10004, or
by calling toll free (888) 264-6994.
Cendant Media Relations Contacts:
- --------------------------------
Cendant Travel Distribution Services Division
Kate Sullivan
(973) 496-4540
Cendant Corporation
Elliot Bloom
(212) 413-1832
Jonathan Mairs
Ogilvy Public Relations Worldwide
(212) 880-5353
Cendant Investor Relations Contacts:
- -----------------------------------
Sam Levenson
(212) 413-1832
Henry A. Diamond
(212) 413-1920
Orbitz Media Relations Contacts:
- -------------------------------
Carol Jouzaitis
(312) 894-4774
Steve Frankel
Abernathy McGregor
(212) 371-5999
Orbitz Investor Relations Contact:
- ---------------------------------
Frank Petito
(312) 894-4830