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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Schedule TO
(Amendment No. 3)
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: |X|
This Amendment No. 3 (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 tender offers (the "Offers") by the Purchaser to purchase all
outstanding shares of class A common stock, par value $.001 per share (the
"Class A Common Stock"), and all outstanding shares of class B common stock,
par value $.001 per share (the "Class B 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 8. Interest in the Securities of the Subject Company.
- -----------------------------------------------------------
Item 11. Additional Information.
- --------------------------------
Items 8 and 11 of the Statement are hereby amended and supplemented to
add to the end thereof the following:
"The Offers expired at 12:00 midnight, New York City time, on
Wednesday, November 10, 2004. According to Mellon Investor Services LLC, which
is serving as the Depositary in connection with the Offers, as of the
expiration of the Offers on November 10, 2004, more than 90% of the issued and
outstanding shares of Class A Common Stock and all of the issued and
outstanding shares of Class B Common Stock were validly tendered and not
withdrawn pursuant to the Offers. The Purchaser has accepted for purchase and
payment all Shares validly tendered and not withdrawn pursuant to the Offers.
On November 11, 2004, Cendant issued a press release announcing the results of
the Offers, a copy of which is attached hereto as Exhibit (a)(1)(K) 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)(K) Press Release issued by Cendant, dated November 11, 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 12, 2004
Exhibit (a)(1)(K)
CENDANT CORPORATION COMPLETES CASH TENDER OFFERS
FOR ORBITZ, INC.
New York, New York, November 11, 2004--Cendant Corporation (NYSE: CD)
announced today the successful completion of the cash tender offers by its
indirect wholly owned subsidiary, Robertson Acquisition Corporation, at $27.50
per share, for all the outstanding shares of Class A and Class B common stock
of Orbitz, Inc. (Nasdaq: ORBZ). The tender offers expired at 12:00 midnight,
New York City time, on Wednesday, November 10, 2004.
Cendant has been advised by Mellon Investor Services LLC, the
depositary for the tender offers, that, as of the expiration of the tender
offers, more than 90 percent of Orbitz's issued and oustanding Class A common
stock and all of Orbitz's issued and outstanding Class B common stock had been
tendered and not withdrawn. All validly tendered shares have been accepted for
purchase in accordance with the terms of the tender offers.
Cendant intends to complete the acquisition of Orbitz through a
short-form merger on or about November 12, 2004, in which all outstanding
shares of Orbitz common stock not purchased by Cendant in the tender offers
will be converted into the right to receive $27.50 per share in cash, without
interest.
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.
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