SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
06-0918165
(I.R.S. Employer Identification No.)
6 Sylvan Way, Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
RCI RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
JAMES E. BUCKMAN, ESQ.
Senior Executive Vice President and General Counsel
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
(Name and Address of Agent For Service)
Tel: (973) 428-9700
Fax: (973) 496-5331
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
ERIC J. BOCK, ESQ
Vice President, Legal
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Tel: (973) 496-7207
Fax: (973) 496-5331
(Calculation of Registration Fee on Next Page)
CALCULATION OF REGISTRATION FEE
======================== ---------------------- ---------------------- ---------
Proposed
Title Of Proposed Maximum Maximum Aggregate Amount Of
Securities To Be Amount To Be Offering Price Per Offering Price (1) Registration Fee (1)
Registered Registered Share (1)
======================== ====================== ====================== ====================== ======================
Common Stock, $.01 par
value 500,000 $ 37.156 $ 18,578,125 $ 5,481
======================== ====================== ====================== ====================== ======================
(1) Pursuant to Rules 457(c) and (b) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price and the
registration fee are based on the average of the high and low prices per share
of the Company's Common Stock reported on the New York Stock Exchange Composite
Tape on March 4, 1998.
PART I
INFORMATION REQUIRED IN THE 10 (a) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to all participants in the RCI Retirement Savings
Plan (the "Plan"), as specified by Rule 428(b) (1) under the Securities Act.
Such documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the registrant, Cendant Corporation
(formerly named "CUC International Inc." and hereinafter referred to as the
"Company"), a Delaware corporation, pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference herein:
(1) The Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997 (the "1997 Form 10-K");
(2) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997, July 31, 1997 and October 31, 1997,
respectively (the "1997 Form 10-Qs");
(3) The Company's Current Reports on Form 8-K dated as of
February 4, 1997, February 13, 1997, February 26, 1997, March 17, 1997, May 29,
1997, August 15, 1997, October 31, 1997, November 4, 1997, December 18, 1997,
January 4, 1998, January 27, 1998, January 29, 1998, February 4, 1998, February
6, 1998 and February 17, 1998.
(4) The description of the common stock, par value $.01 per
share, of the Company (the "Company Common Stock") set forth in the Registration
Statements on Form 8-A, dated July 27, 1984 and August 15, 1989 (including any
amendment or report filed for the purpose of updating such description).
The financial statements filed as part of the Current Report
on Form 8-K dated January 29, 1998 are now the historical financial statements
of the Company (the "Historical Financial Statements"). The Historical Financial
Statements supercede the financial statements appearing in the 1997 Form 10-K
and the 1997 Form 10-Qs.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Eric J. Bock, Esq. has rendered an opinion on the validity of
the securities being registered under the Plan pursuant to this Registration
Statement. Mr. Bock is a Vice President of the Registrant. A copy of this
opinion is attached as Exhibit 5.1 to this Registration Statement. Mr. Bock
holds shares of Company Common Stock and options to acquire shares of Company
Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify any person who
was or is a party to or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to above or in defense of any claim,
issue or matter herein, the corporation must indemnify such person against the
expenses (including attorney's fees) which he or she actually and reasonably
incurred in connection therewith.
The Company's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted by, and
in the manner permissible under, the GCL.
As permitted by Section 102 (b) (7) of the GCL, the Company's
Restated Certificate of Incorporation contains a provision eliminating the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, subject to certain
exceptions.
The Company has also agreed to indemnify a predecessor auditor
for the payment of legal costs and expenses incurred if such predecessor auditor
is successful in defense of a legal action or proceeding that arises as a result
of the consent of such auditor to the inclusion of its audit reports on the
Company's past financial statements in this Registration Statement.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Required Undertakings.
The undersigned Company hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Parsippany, State of New Jersey, on this 6th day of
March 1998.
CENDANT CORPORATION
(Registrant)
By: /s/ James E. Buckman
James E. Buckman
Senior Executive Vice
President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James E. Buckman, Eric
J. Bock and B. Kirk Shelton, and each and either of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including, without
limitation, post-effective amendments) to this registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed as of March 6, 1998 by the following
persons in the capacities indicated.
Name Title
Chairman of the Board of
Walter A. Forbes Directors
/s/ Henry R. Silverman President, Chief Executive
Henry R. Silverman Officer and Director
(Principal Executive Officer)
/s/ Michael P. Monaco Chief Financial Officer and
Michael P. Monaco Director (Principal Financial
Officer)
/s/ Scott E. Forbes Senior Vice President--Finance
Scott E. Forbes (Principal Accounting Officer)
/s/ Stephen P. Holmes Director
Stephen P. Holmes
/s/ Robert D. Kunisch Director
Robert D. Kunisch
/s/ Christopher K. McLeod Director
Christopher K. McLeod
Director
E. Kirk Shelton
Director
John D. Snodgrass
/s/ Robert T. Tucker Director
Robert T. Tucker
/s/ James E. Buckman Director
James E. Buckman
/s/ Bartlett Burnap Director
Barlett Burnap
Director
Leonard S. Coleman
Director
T. Barnes Donnelley
/s/ Martin L. Edelman Director
Martin L. Edelman
/s/ Frederick D. Green Director
Frederick D. Green
/s/ Stephen A. Greyser Director
Stephen A. Greyser
/s/ Carole G. Hankin Director
Carole G. Hankin
/s/ Brian Mulroney Director
Brian Mulroney, P.C.,
LL.D.
/s/ Robert E. Nederlander Director
Robert E. Nederlander
/s/ Burton C. Perfit Director
Burton C. Perfit
Director
Anthony G. Petrello
Director
Robert W. Pittman
Director
E. John Rosenwald, Jr.
Director
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director
Stanley M. Rumbough, Jr.
/s/ Leonard Schutzman Director
Leonard Schutzman
Director
Robert F. Smith
/s/ Craig R. Stapleton Director
Craig R. Stapleton
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated herein by
reference to Exhibit 4.1 to the Company's Post-Effective
Amendment No. 2 on Form S-8 to the Registration Statement,
No. 333-34517, dated December 17, 1997).
4.2 Amended and Restated By-Laws of the Company (incorporated
herein by reference to Exhibit 4.2 to the Company's
Post-Effective Amendment No. 2 on Form S-8 to the
Registration Statement, No.
333-34517, dated December 17, 1997).
5.1 Opinion of Eric J. Bock, Esq. as to the legality of the shares
being issued (including consent).
5.2 Internal Revenue Service Determination Letter that the RCI
Retirement Savings Plan is qualified under Section 401 of the
Internal Revenue Code of 1986, as amended.
23.1 Consent of Deloitte & Touche LLP relating to the financial
statements of Cendant Corporation.
23.2 Consent of Ernst & Young LLP relating to the financial
statements of CUC International Inc.
23.3 Consent of KPMG Peat Marwick LLP relating to the financial
statements of PHH Corporation.
23.4 Consent of Deloitte & Touche LLP relating to the financial
statements of Sierra On-Line, Inc.
23.5 Consent of Deloitte & Touche LLP relating to the financial
statements of Avis Rent A Car, Inc.
23.6 Consent of KPMG Pest Marwick LLP relating to the financial
statements of Davidson & Associates, Inc.
23.7 Consent of Price Waterhouse LLP relating to the audited
financial statements of Ideon Group Inc.
23.8 Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this Registration
Statement).
EXHIBIT 5.1
CENDANT CORPORATION
6 Sylvan Way
Parsippany, New Jersey 07054
March 6, 1998
Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054
Re: Cendant Corporation Registration
Statement On Form S-8
Ladies and Gentlemen:
I am Vice President, Legal of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection with
the Company's filing of a Registration Statement on Form S-8 (the "Registration
Statement") pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), on the date hereof with the Securities and Exchange Commission (the
"Commission"). The Company is filing this Registration Statement in order to
register up to 500,000 shares of the common stock, par value $.01 per share, of
the Company ("Company Common Stock") which members of the RCI Retirement Savings
Plan (the "Plan") may select as an investment option under the terms of the
Plan. The Company assumed the Plan upon its merger (the "Merger") with HFS
Incorporated, a Delaware corporation ("HFS"), pursuant to the terms of an
Agreement and Plan of Merger, dated as of May 27, 1997, between the Company and
HFS (the "Merger Agreement"). The Merger was consummated on December 17, 1997.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the Plan; (ii) the trust agreement
executed in connection with the Plan; (iii) the Amended and Restated Certificate
of Incorporation of the Company, as amended to the date hereof; (iv) the Merger
Agreement; (v) resolutions of the Board of Directors of the Company relating to
the transactions contemplated by the Merger Agreement; and (vi) such other
certificates, instruments and documents as I considered necessary or appropriate
for the purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. In making my examination of
documents executed by parties other than the Company, I have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties.
As to any facts material to the opinion expressed herein which we have not
independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Company and others.
I am admitted to the Bars of the State of New York and New Jersey, and
I do not express any opinion as to the law of any jurisdiction except for the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Company Common Stock, when issued in accordance with the terms and
conditions of the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act and the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Eric J. Bock
Eric J. Bock
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH 45201
Date: May 9, 1996 Employer Identification Number:
35-1585763
DLN: 355199002
RESORT CONDOMINIUMS
INTERNATIONAL, INC. Person to Contact: David E. Dixon
One RCI Plaza, Contact Telephone Number:
Woodview Trace (513) 684-3866
INDIANAPOLIS, IN 46268 Plan Name:
RCI RETIREMENT SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b) (3) of the Income Tax
Regualtions.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements of your plan. It also describes some events that
automatically nullify it. it is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated April 09, 1996. The proposed amendments
should be adopted on or before the date prescribed by the regulations under
Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
June 30, 1994.
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirment of section
1.401(a) (4)-1(b) (2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current avilability require-ments
of section 1.401 (a) (4)-4(b) of the regulatiosn with respect to those
benefits, rights, and features that are currently available to all employees
in the plan's coverage group. For this purpose, the plan's coverage group
consists of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
C. Ashley Bullard
District Director
Enclosures:
Publicatiom 794
Reporting & Disclosure Guide
for Employee Benefit Plans
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated December 17, 1997, appearing
in the Current Report on Form 8-K of Cendant Corporation filed on January 29,
1998.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
March 5, 1998
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the use of our report dated March 10, 1997, with respect to
the consolidated financial statements and schedule of CUC International Inc.
incorporated by reference in the Registration Statement (Form S-8) and related
Prospectus of Cendant Corporation (formerly "CUC International Inc.") pertaining
to the RCI Retirement Savings Plan.
ERNST & YOUNG LLP
Stamford, Connecticut
March 5, 1998
EXHIBIT 23.3
The Board of Directors
PHH Corporation:
We consent to the incorporation by reference in the Registration Statement
of Cendant Corporation on Form S-8 of our report dated April 30, 1997, with
respect to the consolidated balance sheets of PHH Corporation and subsidiaries
(the "Company") at December 31, 1996 and January 31, 1996 and the related
consolidated statements of income, stockholders' equity and cash flows for the
year ended December 31, 1996 and each of the years in the two year period ended
January 31, 1996, which report appears in the Form 8-K of Cendant Corporation
dated January 29, 1998, incorporated by reference in the Registration Statement.
Our report contains an explanatory paragraph that states that the Company
adopted the provisions of Statement of Financial Accounting Standards No. 122,
"Accounting for Mortgage Servicing Rights," in the year ended January 31, 1996.
KPMG Peat Marwick LLP
Baltimore, Maryland
March 5, 1998
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cendant Corporation on Form S-8 of our report dated June 24, 1996, appearing
in the Current Report on Form 8-K of Cendant Corporation filed on January 29,
1998.
DELOITTE & TOUCHE LLP
Seattle, Washington
March 5, 1998
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cendant Corporation on Form S-8 of our report dated May 12, 1997 (August 20,
1997 as to Note 15), appearing in the Current Report on Form 8-K of Cendant
Corporation filed on February 6, 1998.
DELOITTE & TOUCHE LLP
New York, New York
March 5, 1998
EXHIBIT 23.6
Consent of Independent Auditors
The Board of Directors
Cendant Corporation
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Cendant Corporation pertaining to the RCI Retirement Savings
Plan, of our report dated February 21, 1996, with respect to the consolidated
balance sheet of Davidson & Associates, Inc. and subsidiaries as of December
31, 1995 and the related consolidated statements of earnings, shareholders'
equity, and cash flows and related schedule for each of the yeats in the two
year period ended December 31, 1995. Our report appears in the Current Report on
Form 8-K of Cendant Corporation dated January 29, 1998.
KPMG Peat Marwick LLP
Long Beach, California
March 6, 1998
EXHIBIT 23.7
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Cendant Corporation of our report dated February 2,
1996, relating to the consolidated financial statements of Ideon Group, Inc.,
which appears in the Current Report on Form 8-K of Cendant Corporation dated
January 29, 1998.
PRICE WATERHOUSE LLP
Tampa, Florida
March 5, 1998
