UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August
30, 2006 (August 29, 2006)
_________________
Cendant
Corporation
(Exact
Name of Registrant as Specified in its Charter)
_________________
|
Delaware
|
1-10308
|
06-0918165
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
9
West 57th Street
New
York, NY
|
10019
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(212)
413-1800
(Registrant's
telephone number, including area code)
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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events.
A
copy of
Cendant’s press release, dated August 29, 2006, announcing that (i) Cendant has
received stockholder approval to change its name to Avis Budget Group, Inc.
and
to effectuate a one-for-ten reverse stock split, and (ii) Cendant has called
for
redemption all $63 million of its remaining notes due 2008, 2010, 2013 and
2015,
is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release of Cendant Corporation, dated August 29,
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.
|
By:
|
/s/
Jean M. Sera
|
||
|
Jean
M. Sera
Senior
Vice President and Secretary
|
Date:
August 30, 2006
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release of Cendant Corporation, dated August 29,
2006
|
Exhibit
99.1
CENDANT
ANNOUNCES RESULTS OF
ANNUAL
MEETING OF STOCKHOLDERS
Name
Change to Avis Budget Group, Inc. and One-for-Ten Reverse Stock Split
Expected
to Become Effective on the New York Stock Exchange on September
5
Remaining
Cendant Corporate Debt Called for Redemption
NEW
YORK, August 29, 2006
--
Cendant Corporation (NYSE: CD) announced today that all of the management
proposals presented at its 2006 annual meeting of stockholders, held today,
have
received the requisite number of votes and have therefore been approved. As
a
result, Cendant will be renamed Avis Budget Group, Inc., and a one-for-ten
reverse stock split will be effectuated on the New York Stock Exchange at the
opening of the market on September 5, 2006 and, at that time, its trading symbol
will be changed to “CAR.”
Also,
on
September 5, the Avis Budget Group web site www.avisbudgetgroup.com
is
expected to be launched and the Company’s corporate headquarters will become 6
Sylvan Way, Parsippany, New Jersey.
Cendant
also announced that on September 28, 2006 it will redeem all of the remaining
6.250% Senior Notes due 2008, 6.25% Senior Notes due 2010, 7.375% Senior Notes
due 2013 and 7.125% Senior Notes due 2015, which were not tendered in the
Company’s debt tender offers and consent solicitations completed in July.
Approximately $63 million of aggregate principal amount remains outstanding
under such Notes.
About
Cendant Corporation
Cendant’s
operations consist of the vehicle rental operations of Avis Budget Car Rental,
LLC. Avis Budget Car Rental is a leading provider of vehicle rental services
with operations in more than 50 countries. Through its Avis and Budget brands,
the company is the largest general-use vehicle rental operator in each of North
America, Australia, New Zealand and certain other regions. Avis Budget Car
Rental is headquartered in Parsippany, NJ and has more than 30,000 employees.
More information about Cendant, its companies, brands and current SEC filings
may be obtained by visiting Cendant’s web site at www.cendant.com
until September 5, 2006. After September 5, such information can be obtained
at
www.avisbudgetgroup.com.
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.
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 related to the high level of competition in the vehicle rental
industry, increased costs for new vehicles, a downturn in airline passenger
traffic, an occurrence or threat of terrorism, a significant increase in
interest rates or borrowing costs and the Company’s ability to make changes
necessary to operate following completion of the separation plan. 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 Quarterly Report on Form 10-Q for the period ended June 30, 2006,
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 publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated events unless
required by law.
Media
Contacts:
John
Barrows
(973)
496-7865
Investor
Contacts:
David
Crowther
(973)
496-7277
Adam
Goldfarb
(212)
413-1938