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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 ------------ AUGUST 19, 2002 (AUGUST 19, 2002) (DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)) CENDANT CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-10308 06-0918165 (STATE OR OTHER (COMMISSION FILE NO.) (I.R.S. EMPLOYER JURISDICTION IDENTIFICATION NUMBER) OF INCORPORATION OR ORGANIZATION) 9 WEST 57TH STREET NEW YORK, NY 10019 (ADDRESS OF PRINCIPAL (ZIP CODE) EXECUTIVE OFFICE) (212) 413-1800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NONE (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF APPLICABLE) Item 9. Regulation FD Disclosure EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, "CENDANT", "WE", "OUR", OR "US" MEANS CENDANT CORPORATION, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES. On August 19, 2002, we announced that the staff of the SEC has confirmed that upon the filing of an amendment to our Form 10-K/A and Form 10-Q to remove certain nonfinancial disclosures and the certification of such amendments, we will satisfy SEC certification requirements. We filed such amendments and new certifications on August 19, 2002. A copy of the press release announcing the foregoing and a copy of the new certifications are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and are incorporated by reference herein. 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: August 19, 2002 CENDANT CORPORATION CURRENT REPORT ON FORM 8-K REPORT DATED AUGUST 19, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release issued by Cendant Corporation on August 19, 2002, announcing Cendant's intent to satisfy SEC certification requirements. 99.2(a) Certifications signed by Messrs. Silverman and Sheehan under the Sarbanes-Oxley Act pursuant to Section 906 of the Sarbanes-Oxley Act. 99.2(b) Sworn statements signed by Messrs. Silverman and Sheehan pursuant to the SEC's June 27, 2002 order.
Exhibit 99.1 [LOGO] CENDANT CENDANT CONFIRMS IT WILL SATISFY SEC CERTIFICATION REQUIREMENTS TODAY NEW YORK, NY, AUGUST 19, 2002--Cendant Corporation (NYSE: CD) announced today that the staff of the Securities and Exchange Commission (SEC) has confirmed that upon the filing of an amendment to the Company's Form 10-K/A and Form 10-Q to remove certain non-financial disclosures and the certification of such amendments, it will satisfy SEC certification requirements. Cendant indicated that such amendments and a new certification will be filed with the SEC this afternoon. ABOUT CENDANT CORPORATION Cendant Corporation is primarily a provider of travel and residential real estate services. With approximately 70,000 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 > or by calling 877-4-INFOCD (877-446-3623). Media Contact: Elliot Bloom 212-413-1832 Investor Contact: Henry A. Diamond 212-413-1920
Exhibit 99.2(a) SECTION 906 CEO CERTIFICATION In connection with the Annual Report of Cendant Corporation (the "Company") on Form 10-K/A for the period ending December 31, 2001 and the Quarterly Report of the Company on Form 10-Q/A for the period ending June 30, 2002, each as filed with the Securities and Exchange Commission on the date hereof (collectively, the "Reports"), Henry R. Silverman, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) Each of the Reports fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in each of the Reports fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Henry R. Silverman - ------------------------------ Henry R. Silverman Chief Executive Officer August 19, 2002 This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. SECTION 906 CFO CERTIFICATION In connection with the Annual Report of Cendant Corporation (the "Company") on Form 10-K/A for the period ending December 31, 2001 and the Quarterly Report of the Company on Form 10-Q/A for the period ending June 30, 2002, each as filed with the Securities and Exchange Commission on the date hereof (collectively, the "Reports"), Kevin M. Sheehan, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) Each of the Reports fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in each of the Reports fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Kevin M. Sheehan - ------------------------- Kevin M. Sheehan Chief Financial Officer August 19, 2002 This certification accompanies each Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
Exhibit 99.2(b) OMB Number: 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Henry R. Silverman, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Cendant Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K, filed with the Commission on April 1, 2002, of Cendant Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cendant Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Henry R. Silverman - ----------------------- Henry R. Silverman August 19, 2002 Subscribed and sworn to before me this 19th day of August 2002. /s/ Eric J. Bock - ----------------------- Notary Public My Commission Expires: August 2, 2005 OMB Number: 3235-0569 Expires: January 31, 2003 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Kevin M. Sheehan, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Cendant Corporation, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K, filed with the Commission on April 1, 2002, of Cendant Corporation; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cendant Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Kevin M. Sheehan - ---------------------- Kevin M. Sheehan August 19, 2002 Subscribed and sworn to before me this 19th day of August 2002. /s/ Eric J. Bock - ---------------------- Notary Public My Commission Expires: August 2, 2005