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) June 9, 2006 (June 8,
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
June
8, 2006, Cendant Corporation announced that it is exploring the possibility
of
simultaneous spin-offs of its Realogy Corporation and Wyndham Worldwide
Corporation subsidiaries in mid-July, instead of spinning off those companies
at
different times as previous contemplated.
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 June 8,
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:
June 9, 2006
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated June 9, 2006 (June 8, 2006)
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated June 8,
2006.
|
Exhibit
99.1
CENDANT
CORPORATION ANNOUNCES POSSIBILITY OF SIMULTANEOUS
SPIN-OFFS
OF REALOGY CORPORATION AND WYNDHAM WORLDWIDE
CORPORATION
Potential
to Accelerate Completion of Separation
Plan
NEW YORK 06-08-2006 -- Cendant Corporation (NYSE:CD) today
announced that it is exploring the possibility of simultaneous spin-offs
of its
Realogy Corporation and Wyndham Worldwide Corporation subsidiaries in mid-July,
instead of spinning off those companies at different times as previously
contemplated. This possibility is being considered as a result of the Realogy
and Wyndham separations currently progressing on an approximately similar
timetable and the increasing likelihood of a sale of Travelport rather than
a
spin off. Given the current timetable for the Travelport sale process, it
is
also expected that by mid-July the Company will have greater visibility on
the
likely results of the process and the possible impact of the use of proceeds
from such sale on the debt balances at Realogy and Wyndham Worldwide following
their separation. If the proposed simultaneous separation is pursued, the
distribution to Cendant stockholders of the common stock of each of Realogy
Corporation and Wyndham Worldwide would be targeted for mid-July. Previously,
the Corporation contemplated a spin-off of Realogy at the end of June and
a
spin-off of Wyndham Worldwide at the end of July.
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
Realogy Corporation
Realogy
is one of the preeminent and most integrated providers of
real estate and relocation services in the world. Realogy is the world's
largest
real estate brokerage franchisor, the largest U.S. residential real estate
brokerage firm, the largest U.S. provider and a leading global provider
of
outsourced employee relocation services and a national provider of title
and
settlement services.
About
Wyndham Worldwide
Corporation
As
one of the world’s largest hospitality companies, Wyndham
Worldwide offers individual consumers and business-to-business customers
a broad
suite of hospitality products and services across various accommodation
alternatives and price ranges through its premier portfolio of world-renowned
brands. Wyndham Worldwide encompasses more than 6,300 franchised hotels
with
approximately 525,000 hotel rooms worldwide. It serves more than three
million
members of RCI’s vacation exchange networks, offering its members and rental
customers access to approximately 55,000 vacation properties comprised
of
approximately 51,000 vacation rental properties and approximately 4,000
vacation
ownership resorts located in over 100 countries. In addition, Wyndham Worldwide
develops, markets and sells vacation ownership interests and provides consumer
financing to owners through its network, which includes over 140 vacation
ownership resorts serving more than 750,000 owners throughout North America,
the
Caribbean and the South Pacific. Wyndham Worldwide is headquartered in
Parsippany, NJ, and is supported by approximately 28,800 employees around
the
world.
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
and Cendant’s Form 10-Q for the three months ended March 31, 2006, as well as
the registration statements on Form 10 for Realogy and Wyndham
Worldwide, 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
Investor
Contacts:
Sam
Levenson
(212)
413-1834
Henry
A. Diamond
(212)
413-1920