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) April 24, 2006 (April 24,
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
April
24, 2006, Cendant Corporation announced that, in addition to pursuing its
previously announced plan to spin-off its Travel Distribution Services division
to shareholders, which is anticipated to occur in October 2006, it will also
consider a sale of that division.
A
copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
|
Item 9.01
|
Financial
Statements and
Exhibits.
|
(d)
Exhibits.
|
99.1
|
Press
Release dated April 24,
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:
April 24, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated April 24, 2006 (April 24, 2006)
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated April 24,
2006.
|
Exhibit
99.1
Cendant
to Explore Possible Sale of Travel Distribution Services Division
as
an Alternative to a Spin-Off
NEW
YORK, April 24, 2006—Cendant Corporation (NYSE: CD)
today announced that, in addition to pursuing its previously announced plan
to
spin-off its Travel Distribution Services division (TDS) to shareholders, which
is anticipated to occur in October, 2006, it will also consider a sale of that
division.
Commenting
on the announcement, Henry Silverman, Cendant’s Chairman and CEO said “As a
result of receiving a number of unsolicited indications of interest to acquire
TDS, the Company has decided to further explore other strategic alternatives
for
that business. The Company’s decision to consider a sale in addition to pursuing
the spin-off is due, in part, to the fact that a sale of TDS is not expected
to
result in a material tax liability, as would a sale of Cendant’s other
divisions.”
The
Company recently announced the new TDS executive management team, comprised
of
Gordon Bethune, Chairman, (formerly Chairman and CEO of Continental Airlines)
and Jeff Clarke, CEO and President (formerly Chief Operating Officer of CA).
Commenting
on the various strategic alternatives, Mr. Bethune said “Our decision to join
TDS was based upon the opportunity we see in driving growth and value of a
highly integrated global travel company. We believe that this can be achieved
in
either the public or private arena and we are fully supportive of the Board’s
desire to optimize the value for Cendant shareholders.”
Mr.
Bethune added, “The announcement last week that TDS will be re-named Travelport
further identifies our company as the destination for travel bookings, with
a
strong and unifying identity for the distinct travel businesses that comprise
TDS.”
Regarding
the business and its prospects, Mr. Clarke said “TDS, with its leading brands
such as Orbitz, Galileo and GTA (Gullivers Travel Associates), is well
positioned to experience considerable growth in the months and years ahead
and I
am energized about leading this dynamic company as it realizes its
potential.”
Cendant
reiterated its plan to spin-off Realogy Corporation and Wyndham Worldwide to
shareholders as previously announced, which would result in three separate
public companies, including Avis Budget Group, Inc., if TDS is sold. It is
currently anticipated that the net cash proceeds from a potential sale of TDS,
if completed, would be utilized primarily to reduce the debt anticipated to
be
incurred by TDS, Realogy Corporation and Wyndham Worldwide to pay off the public
corporate debt of Cendant. Whether TDS is sold or spun-off, Cendant still
intends to retire, redeem or repay all of its outstanding corporate debt in
connection with the separation plan.
The
company also announced that it had retained Citigroup, JPMorgan and Evercore
Partners as its financial advisors in connection with the potential sale of
TDS.
In addition, Citigroup and JPMorgan have developed a financing proposal for
qualified buyers. There can be no assurance that any potential purchaser or
Cendant will enter into a definitive agreement for any transaction or that
any
transaction will be completed.
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.
About
Travel Distribution Services
Cendant
Corporation’s (NYSE: CD) TDS Division is one of the world’s largest and most
geographically diverse collections of travel brands and distribution businesses.
The division, employing approximately 8,000 people and operating in nearly
130
countries, includes: leading GDS (global distribution system) Galileo, serving
more than 50,000 travel agencies and over 60,000 hotels; GTA, (Gullivers Travel
Associates), a leading wholesaler and global online provider of hotels,
destination services, travel packages and group tours; and leading online travel
agencies including Orbitz®.
Forward
Looking Statements
Certain
statements in this press release 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 (including a possible sale of the travel distribution services division,
Travelport) will be completed, nor can it give assurances as to the terms on
which such transactions will be consummated. These 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 press release include, but are
not
limited to: risks inherent in the contemplated separation and related
transactions (including a possible sale of Travelport), 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 press release 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 press release.
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.
Media
Contacts:
Elliot
Bloom
212-413-1832
Elizabeth
Harraway
973-496-8373
Investor
Contacts:
Sam
Levenson
(212)
413-1834
Henry
A.
Diamond
(212)
413-1920