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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 2004
(November 12, 2004)
Cendant Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10308 06-0918165
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9 West 57th Street
New York, NY 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 413-1800
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communication pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On November 12, 2004, Cendant Corporation issued a press release
announcing the successful completion of its previously announced acquisition of
Orbitz, Inc. A copy of the press release announcing the completion of the
acquisition of Orbitz, Inc., attached hereto as Exhibit 99.1, is being
furnished pursuant to Regulation FD and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release, dated November 12, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENDANT CORPORATION
Date: November 12, 2004 By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Executive Vice President -
Law and Corporate Secretary
Exhibit 99.1
CENDANT CORPORATION COMPLETES ACQUISITION OF ORBITZ, INC.
NEW YORK, November 12, 2004--Cendant Corporation (NYSE: CD) announced today the
successful completion of its previously announced acquisition of Orbitz, Inc.
for a fully diluted equity value of approximately $1.25 billion or
approximately $1 billion net of acquired cash. Cendant acquired Orbitz through
cash tender offers for $27.50 per share and a subsequent merger of an indirect
wholly-owned subsidiary with and into Orbitz.
As a result of the merger, any outstanding shares of common stock not validly
tendered and accepted for payment in the tender offers were converted into the
right to receive $27.50 per share in cash, without interest. Mellon Investor
Services, the depositary for the tender offers, will mail to non-tendering
stockholders materials to be used to exchange Orbitz stock certificates for
such payment. Orbitz shares will be delisted from Nasdaq and cease trading at
the close of business today.
"The acquisition of Orbitz is strategic on many fronts," noted Samuel L. Katz,
chairman and CEO, Cendant Travel Distribution Services Division (Cendant TDS).
"The utilization of Orbitz technology in concert with our other online assets,
such as CheapTickets.com and Travelport, will benefit our leisure travelers and
corporate clients through the employment of new technologies, enhanced content
and ease of use. Cendant TDS supplier partners will have access to one of the
largest and most diverse distribution portfolios provided by a single source,
including access to nearly 30 million global unique monthly Web site visitors
and 44,000 travel agency locations."
About Cendant Travel Distribution Services
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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 (Orbitz.com, 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 corporate travel
solutions, Travelport and Orbitz for Business.
About Cendant Corporation
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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).
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. 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.
Cendant Media Relations Contacts:
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Cendant Travel Distribution Services Division
Kate Sullivan
(973) 496-4540
Cendant Corporation
Elliot Bloom
(212) 413-1832
Jacqueline Chen
Ogilvy Public Relations Worldwide
(212) 880-5335
Cendant Investor Relations Contacts:
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Sam Levenson
(212) 413-1832
Henry A. Diamond
(212) 413-1920