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) October
21, 2005 (October 17, 2005)
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation) |
1-10308
(Commission
File No.) |
06-0918165
(I.R.S.
Employer
Identification
Number) |
|
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office) |
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
|
(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 pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
|
Item
2.01 |
Completion
of Acquisition or Disposition of
Assets. |
On
October 17, 2005, we completed the sale of the companies that comprise
our
Marketing Services Division ("MSD") pursuant
to a definitive agreement, dated July 26, 2005, among Affinity Acquisition, Inc.
(now known as Affinion Group, Inc.) and Affinity Acquisition Holdings, Inc. (now
known as Affinion Group Holdings, Inc.) (the “parent”), two affiliates of Apollo
Management V, L.P. (“Apollo”), for approximately $1.8 billion. The purchase
price consisted of approximately $1.7 billion in cash, net of estimated closing
adjustments, plus $125 million face value of newly issued preferred stock of the
parent. In addition, we received warrants to purchase up to 7.5 percent of the
common equity of the parent, which will become exercisable upon the earlier of
four years or the achievement by Apollo of certain investment return hurdles.
Cendant will remain a marketing partner and a provider of travel services to MSD
through a number of commercial arrangements.
As of
June 30, 2005, MSD had assets and liabilities of approximately $1.1 billion and
$760 million, respectively. In connection with this transaction, we expect to
record a gain on the sale of these businesses in excess of $1 billion, pre-tax.
This expected gain is based upon the estimated net book value of MSD as of the
closing and is subject to change, including revisions related to (i) an
independent valuation of the non-cash consideration, the indemnities we are
providing to the purchaser and certain residual guarantees and (ii) assumptions
concerning income taxes.
A copy of
the press release announcing that we completed the disposition of MSD is
attached as Exhibit 99.1 and is incorporated by reference herein.
|
Item
8.01 |
Other
Events. |
On
October 18, 2005, we announced that our board of directors formally declared a
regular quarterly cash dividend of $0.11
per common share, payable December 13, 2005 to stockholders of record as of
November 21, 2005. A copy of such announcement is attached as Exhibit 99.2 and
is incorporated by reference herein.
|
Item
9.01 |
Financial Statements and Exhibits. |
(b)
Pro forma financial information.
The
second paragraph of Item 2.01 above is incorporated by reference
herein.
(c) Exhibits.
|
99.1 |
Press
Release: Cendant Corporation Completes Previously Announced Sale of
Marketing Services Division. | |
|
99.2 |
Press
Release: Cendant’s Board of Directors Approves Quarterly Cash
Dividend of
$0.11 Per Common Share. |
SIGNATURE
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
| |
|
By: |
/s/
Eric J. Bock |
|
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary |
Date:
October 21, 2005
CENDANT
CORPORATION
Current
Report on Form 8-K
Report
dated October 21, 2005 (October 17, 2005)
EXHIBIT
INDEX
|
Exhibit
No. |
Description |
|
99.1 |
Press
Release: Cendant Corporation Completes Previously Announced Sale of
Marketing Services Division. | |
|
99.2 |
Press
Release: Cendant’s Board of Directors Approves Quarterly Cash
Dividend of
$0.11 Per Common Share. |
Exhibit
99.1
Cendant
Corporation Completes Previously
Announced
Sale of Marketing Services Division
Total
Consideration of Approximately $1.8 Billion
NEW
YORK, October 17, 2005 - Cendant
Corporation (NYSE:
CD) today
announced that it has completed the previously announced sale of the companies
that comprise its Marketing Services Division to Affinity Acquisition Holdings
LLC, an affiliate of Apollo Management, L.P., for approximately $1.8 billion of
total consideration, of which approximately $1.7 billion was in cash, net of
estimated closing adjustments, and the balance was in preferred stock and
warrants. The Company expects to record a gain on sale of these businesses in
excess of $1 billion, pre-tax.
The
expected sale of this division to Affinity Acquisition Holdings LLC was
originally announced on July 26, 2005.
About
Cendant Corporation
Cendant
Corporation is primarily a provider of travel and residential real estate
services. With approximately 85,000 employees, New York City-based Cendant
provides these services to business 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.
Cendant
Media Contacts:
Elliot
Bloom
(212)
413-1832
Cendant
Investor Contacts:
Sam
Levenson
(212)
413-1834
Henry A.
Diamond
(212)
413-1920
Apollo
Management, LP Media/Investor Contact:
Steven
Anreder
(212)
532-3232
Exhibit
99.2
CENDANT'S
BOARD OF DIRECTORS APPROVES QUARTERLY CASH DIVIDEND
OF
$0.11 PER COMMON SHARE
New
York, NY 10-18-2005 --
Cendant Corporation (NYSE: CD) today announced that its board of directors
declared a regular quarterly cash dividend of $0.11 per common share, payable
December 13, 2005 to stockholders of record as of November 21, 2005.
About
Cendant Corporation
Cendant
Corporation is primarily a provider of travel and residential real estate
services. With approximately 85,000 employees, New York City-based Cendant
provides these services to business 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.
Media
Contacts:
Elliot
Bloom
(212)
413-1832
Kelli
Segal
(212)
413-1871
Investor
Contacts:
Sam
Levenson
(212)
413-1834
Henry A.
Diamond
(212)
413-1920