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) March
21, 2006
Cendant
Corporation
(Exact
name of Registrant as specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office)
|
1-10308
(Commission
File No.)
|
06-0918165
(I.R.S.
Employer
Identification
Number)
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 7.01.
|
Regulation FD
Disclosure.
|
On
March
21, 2006, we issued a press release in which we commented on our expected first
quarter 2006 earnings per share from continuing operations. A copy of the press
release, attached as Exhibit
99.1,
is
incorporated by reference herein.
|
Item 9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated March 21, 2006
|
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:
March 21, 2006
CENDANT
HOSTS 2006 INVESTOR DAY
CONFERENCE
FOR INSTITUTIONAL INVESTORS
Company
Will Provide Historical Pro Forma and Projected Financial and Other Information
on Realogy and Wyndham Worldwide
Company
Updates 2006 Outlook for Its Vehicle Rental and Travel Distribution Services
Businesses
Company
Expects to Report 1Q06 EPS from Continuing Operations at or Near the High End
of
Its Most Recent Projection of $0.11 - $0.16 (Before Separation
Costs)
NEW
YORK
03-21-2006
--
Cendant Corporation (NYSE: CD) will host today a meeting of institutional
investors and analysts to provide historical pro forma and projected financial
data, as well as other information, on Realogy, its real estate services
business, and Wyndham Worldwide, its hospitality services and timeshare resorts
businesses, on a stand-alone basis. As previously announced, the Company expects
to spin-off these businesses to its shareholders during the second and third
quarters of 2006, respectively.
In
addition, the Company will provide an update on the 2006 outlook for its Vehicle
Rental and Travel Distribution Services businesses. The Company expects to
spin-off its Travel Distribution Services business to its shareholders in
October 2006.
The
Company also announced that it expects to report first quarter 2006 EPS from
continuing operations at or near the high end of its most recent projection
of
$0.11 - $0.16 (before separation costs).
The
Investor conference can be accessed via a live audio and video Web cast at
www.cendant.com
beginning at 9:00 a.m. on March 21, and will also be archived within the
Investor Center of the Company's Web site immediately following the investor
meeting. Downloadable copies of the slides are also available on the Web site.
For those interested investors without Web access, a copy of the slides may
be
obtained by contacting Investor Relations at the contact number
below.
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 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
www.cendant.com.
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 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
www.cendant.com.
Forward
Looking Statements
Certain statements in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. The Company cannot provide any assurances that the separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The separation transactions are subject to certain conditions precedent, including final approval by the Board of Directors of Cendant.
Certain statements in this report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "plans", "may increase", "may fluctuate" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. The Company cannot provide any assurances that the separation or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The separation transactions are subject to certain conditions precedent, including final approval by the Board of Directors of Cendant.
Various
risks that could cause future results to differ from those expressed by the
forward-looking statements included in this report include, but are not limited
to: risks inherent in the contemplated separation and related transactions,
including risks related to borrowings and costs related to the proposed
transactions; increased demands on Cendant's management teams as a result of
the
proposed transactions; changes in business, political and economic conditions
in
the U.S. and in other countries in which Cendant and its companies currently
do
business; changes in governmental regulations and policies and actions of
regulatory bodies; changes in operating performance; and access to capital
markets and changes in credit ratings, including those that may result from
the
proposed transactions. Other unknown or unpredictable factors also could have
material adverse effects on Cendant's and its companies' performance or
achievements. In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this report may not occur. You are
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date stated, or if no date is stated, as of the date of
this report. Important assumptions and other important factors that could cause
actual results to differ materially from those in the forward looking statements
are specified in Cendant's 10-K for the year ended December 31, 2005, including
under headings such as "Forward-Looking Statements", "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." Except for the Company's ongoing obligations to disclose material
information under the federal securities laws, the Company undertakes no
obligation to release any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events unless required
by
law. This press release includes management's estimate of earnings per share
from continuing operations before separation costs, which is a non-GAAP
financial measure. Management believes the most directly comparable GAAP measure
for the expected earnings per share from continuing operations before separation
costs would be "Earnings per share from continuing operations". Due to the
difficulty in forecasting and quantifying the separation costs for the first
quarter, the Company is not providing an estimate of first quarter 2006
"Earnings per share from continuing operations".
Media
Contact:
Elliot
Bloom
(212)
413-1832
Investor
Contacts:
Sam
Levenson
(212)
413-1834
Henry
A.
Diamond
(212)
413-1920