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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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May 5, 1998 (April 17, 1998)
(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 jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of principal executive office) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 2. Acquisition or Disposition of Assets
National Parking Corporation Acquisition. On April 27, 1998, the Company
announced that it has completed its $1.3 billion cash acquisition of National
Parking Corporation Limited ("NPC") following the receipt of NPC shareholder
approval, all necessary regulatory approvals and sufficient shareholder
acceptances of its offer. NPC is the largest private (non-municipality owned)
single car park operator in the United Kingdom, with a portfolio of
approximately 500 owned and managed car parks in over 100 towns and city centers
and major airport locations. NPC, through its acquisitions of National Breakdown
Limited and UK Insurance Limited in 1984, has also developed a broad-based
assistance group, under the brand name of Green Flag. Green Flag offers a wide
range of emergency support and rescue services to approximately 3.5 million
members. The information set forth in the press release attached hereto as
Exhibit 99.1 is incorporated herein by reference in its entirety.
Item 5. Other
Earnings Announced. On May 5, 1998, Cendant Corporation (the "Company" or
"Cendant") reported preliminary first quarter 1998 earnings per share of $.26
which exceeded Wall Street analysts' consensus estimate of $.25 per share. The
Company's travel and real estate business segments performed at record first
quarter levels in terms of revenue, EBITDA and operating income.
The results of the previously announced investigation by the Audit Committee of
Cendant's Board of Directors into potential accounting irregularities in certain
former CUC business units may impact these preliminary first quarter 1998
results as well as require a restatement of previously reported quarterly and
annual results. Such restatement is expected to be completed during the summer
of 1998. Additionally, following completion of the restatement and receipt of
required shareholder and insurance regulatory approvals, Cendant expects to
complete its previously announced tender offer and subsequent merger with
American Bankers Insurance Group, Inc.
Net income and revenue for the first quarter of 1998 were $229.5 million and
$1.44 billion, respectively. First Quarter 1998 EBTIDA, operating income and
EBITDA margins were $470.4 million, $391.1 million and 33%, respectively. Free
cash flow per share was $.27. These results represent record levels for a first
quarter, even when compared to the publicly filed quarterly results which may
require restatement due to previously announced potential accounting
irregularities. These results have been characterized as preliminary, and
comparative results for 1997 for the entire Company have not been presented.
More than eighty percent of the Company's net income for the first quarter of
1998 came from Cendant business units not impacted by the potential accounting
irregularities. Net income for those businesses unaffected was $189.1 million
for the first quarter of 1998 compared with $91.1 million for the same period in
the prior year, an increase of 108%. Revenue for those same businesses was
$699.6 million compared with $520.0 million for the same period in the prior
year, an increase of 35%. A separate table is attached which summarizes those
businesses.
Certain matters discussed in the news release are forward-looking statements, as
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to a number of known and unknown risks
and uncertainties including, but not limited to, the outcome of the Audit
Committee's investigation; uncertainty as to the Company's future profitability;
the Company's ability to develop and implement operational and financial systems
to manage rapidly growing operations; competition in the Company's existing and
potential future lines of business; the Company's ability to integrate and
operate successfully acquired businesses and the risks associated with such
businesses; the Company's ability to obtain financing on acceptable terms to
finance the Company's growth strategy and for the Company to operate within the
limitations imposed by financing arrangements; uncertainty as to the future
profitability of acquired businesses; and other factors.
Other factors and assumptions not identified above were also involved in the
derivation of these forward-looking statements, and the failure of such other
assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. The Company assumes no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting such
forward-looking statements.
Annual Meeting Postponed. On May 5, 1998, the Company announced that it has
postponed its 1998 annual meeting of shareholders, previously scheduled to be
held on May 19, 1998, pending completion of restated financial statements for
1997. The Company expects to reschedule the meeting for the autumn of 1998.
New Term Loan Facility Commitment. On May 4, 1998, the Company and The Chase
Manhattan Bank ("Chase") executed a commitment letter in which Chase committed
to provide a $2 billion term loan facility to the Company. Such commitment is
subject to certain conditions, including the execution of definitive
documentation.
Update to Shareholders. On April 27, 1998, the Company reported to shareholders
the actions that have been taken by the Company since the discovery of potential
accounting irregularities in certain former CUC businesses.
Availability of Credit Facilities. On April 17, 1998, the Company reported that
Chase, the administrative agent under its committed bank facilities, had
received waivers from the Company's syndicate banks relating to its $2.0 billion
of committed bank facilities. These waivers were technically necessary in light
of the Company's April 15 announcement that, as a result of its expected
restatement of past earnings, it must prepare revised financial statements. A
copy of the Amendment and Waiver dated as of April 15, 1998 is attached hereto
as Exhibit 99.2 and is incorporated herein by reference in its entirety.
The information set forth in the press releases attached hereto as Exhibits
99.3 and 99.4 are incorporated herein by reference in their entirety.
Item 7. Exhibits
Exhibit
No. Description
99.1 Press Release: Cendant Corporation Completes $1.3 Billion
Acquisition of National Parking Corporation, dated April 27,
1998
99.2 Amendment and Waiver dated April 15, 1998, to the Five Year
Competitive Advance and Revolving Credit Agreement and the
364-Day Competitive Advance and Revolving Credit Agreement,
both of which is dated October 2, 1996 by and among Cendant
Corporation, the financial institutions thereto and The Chase
Manhattan Bank.
99.3 Press Release: Bank Confirms Availability of Cendant's $3.5
Billion Credit Lines, dated April 17, 1998.
99.4 Shareholders' Letter, dated April 27, 1998.
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/ James E. Buckman
James E. Buckman
Senior Executive Vice President
and General Counsel
Date: May 5, 1998
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated May 5, 1998 (April 17, 1998)
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release: Cendant Corporation Completes $1.3 Billion
Acquisition of National Parking Corporation, dated April 27,
1998.
99.2 Amendment and Waiver dated April 15, 1998, to the Five Year
Competitive Advance and Revolving Credit Agreement and the
364-Day Competitive Advance and Revolving Credit Agreement,
both of which is dated October 2, 1996 by and among Cendant
Corporation, the financial institutions thereto and The Chase
Manhattan Bank.
99.3 Press Release: Bank Confirms Availability of Cendant's $3.5
Billion Credit Lines, dated April 17, 1998.
99.4 Shareholders' Letter, dated April 27, 1998.
CENDANT CORPORATION COMPLETES $1.3 BILLION ACQUISITION
OF NATIONAL PARKING CORPORATION
Stamford, CT and Parsippany, NJ, April 27, 1998 -- Cendant Corporation (NYSE:
CD) announced today that it has completed its $1.3 billion cash acquisition of
National Parking Corporation Limited following the receipt of NPC shareholder
approval, all necessary regulatory approvals and sufficient shareholder
acceptances of its offer.
Walter A. Forbes, Chairman and Henry R. Silverman, President and Chief Executive
Officer of Cendant, stated: "We are very pleased to have completed this
transaction. NPC perfectly complements many of Cendant's core competencies,
while immediately contributing to earnings per share and enhancing our
international growth opportunities. We are delighted with the relationships
which have been established among NPC, Green Flag, PHH, RCI and our
international membership business. Our U.K. units will now begin to reap the
benefits from opportunities to cross-market to NPC's approximately 70 million
annual consumer contacts, including 3 million frequent users of NPC facilities
and the 3.5 million members of Green Flag, as well as the opportunity to offer
parking and roadside assistance services to our millions of current U.K.
customers."
Robert D. Mackenzie, Chief Executive Officer of NPC, has also become a Cendant
senior executive and will play larger role in Cendant's expansion in Europe,
together with John Cullum, President of PHH Europe. Mr. Mackenzie said, "I am
very impressed with Cendant's capabilities, particularly their rigorous approach
to achieving actual synergies among business units. Their fuel card, fleet
management and membership services units already have strong market positions in
the U.K., and the combination of these units with NPC provides excellent
opportunities to leverage our customer base for even greater expansion
throughout the U.K. and internationally."
NPC is the largest private (non-municipality owned) single car park operator in
the United Kingdom, with a portfolio of approximately 500 owned and managed car
parks in over 100 towns and city centers and major airport locations. NPC,
through its acquisitions of National Breakdown Limited and UK Insurance Limited
in 1984, has also developed a broad-based assistance group, under the brand name
of Green Flag. Green Flag offers a wide range of emergency support and rescue
services to approximately 3.5 million members.
Cendant is the world's premier provider of consumer and business services.
Cendant operates in three principal segments: Alliance Marketing, Travel and
Real Estate Services. In Alliance Marketing, Cendant provides access to travel,
shopping, auto, dining and other services through more than 66.5 million
memberships worldwide. In Travel Services, Cendant is the leading franchisor of
hotels and rental car agencies worldwide, the premier provider of vacation
exchange services and the second largest fleet management company. In Real
Estate Services, Cendant is the world's largest franchisor of residential real
estate brokerage offices, a major provider of mortgage services to consumers and
a global leader in corporate employee relocation. Headquartered in Stamford, CT
and Parsippany, NJ, the company has more than 34,000 employees, operates in over
100 countries and makes approximately 100 million customer contacts annually.
AMENDMENT AND WAIVER (this "Waiver"), dated as of April 15, 1998, to the
FIVE YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT and the 364-DAY
COMPETITIVE ADVANCE AND REVOLVING CREDIT AGREEMENT, each of which is dated as of
October 2, 1996 (as each of the same may be amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), by and among CENDANT
CORPORATION a Delaware corporation (the "Borrower"), the financial institutions
parties thereto (the "Lenders"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as agent for the Lenders (in such capacity, the
"Administrative Agent").
WITNESSETH:
WHEREAS, the Borrower has requested the Lenders to amend and waiver certain
provisions of the Credit Agreements upon the terms and conditions set forth
herein;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the undersigned hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreements and used herein
shall have the meanings given to them in the Credit Agreements.
2. Amendment and Waivers. (a) The Required Lenders under each Credit
Agreement hereby waive compliance by the Borrower with the provisions of Section
4.2(b) of the Credit Agreements for the period prior to the Effective Date (as
defined below) to the extent such Section 4.2(b) refers to paragraphs (ii) and
(iii) of Section 3.4 of the Credit Agreements and agree that failure of the
representations in paragraphs (ii) and (iii) of Section 3.4 of the Credit
Agreements to be correct will not constitute a Default or an Event of Default.
On and after the Effective Date paragraphs (ii) and (iii) of Section 3.4 of the
Credit Agreements shall be deleted.
(b) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Section 5.1(a), (b), (c) and
(h) of the Credit Agreements with respect to the financial statements, officer's
certificates and accountant's certificate required to be delivered in respect to
the fiscal year ending December 31, 1997 and fiscal quarter ending March 31,
1998 as long a such financial statements and certificates are delivered on or
prior to June 15, 1998. The Required Lenders agree that the failure to deliver
such financial statements and certificates prior to June 15, 1998 shall not
constitute a Default or Event of Default.
(c) The Required Lenders under each Credit Agreement hereby waive
compliance by the Borrower with the provisions of Sections 5.6 of the Credit
Agreements with respect to the matters disclosed in the Borrower's press release
dated April 15, 1998.
3. Effective Date. This Waiver shall become effective on the date (the
"Effective Date") on which the Borrower, the Administrative Agent and the
Required Lenders under each Credit Agreement shall have duly executed and
delivered to the Administrative Agent this Waiver.
4. No Other Amendments; Confirmation. Except as expressly waived and
amended hereby, the provisions of the Credit Agreement and each of the
Fundamental Documents are and shall remain in full force and effect.
5. Governing Law. This Waiver and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York.
6. Counterparts. This Waiver may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Waiver may be delivered by facsimile transmission of the relevant signature
pages hereof.
IN WITNESS WHEREOF, the undersigned have caused this Waiver to be executed
and delivered by their duly authorized officers as of the date first above
written.
CENDANT CORPORATION
By: /s/ Terry E. Kridler
Name: Terry E. Kridler
Title: Senior Vice President and Treasurer
THE CHASE MANHATTAN BANK, as
Administrative Agent and as a Lender
By: /s/ Carol A. Ulmer
Name: Carol A. Ulmer
Title: Vice President
ABN-AMRO BANK N.V. NEW YORK BRANCH
By: /s/ Diane R. Maurice
Name: Diane R. Maurice
Title: Vice President
By: /s/ William J. Van Nostrand
Name: William J. Van Nostrand
Title: Group Vice President and Director
BANK OF AMERICA NT&SA
By: /s/ S. Aronwitz
Name: S. Aronwitz
Title: MD
BANK OF MONTREAL
By:
Name:
Title:
THE BANK OF NEW YORK
By: /s/ Eliza S. Adams
Name: Eliza S. Adams
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ S. Lockhart
Name: S. Lockhart
Title: VP
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By: /s/ Michael C. Irwin
Name: Michael C. Irwin
Title: Vice President
BANQUE PARIBAS
By: /s/ Duane Helkowski
Name: Duane Helkowski
Title: Vice President
By: /s/ Robert G. Carino
Name: Robert G. Carino
Title: Vice President
BAYERISCHE LANDESBANK
GIROZENTRALE
CAYMAN ISLANDS BRANCH
By: /s/ Alex Kohnert
Name: Alex Kohnert
Title: Vice President
By: /s/ Sean O'Sullivan
Name: Sean O'Sullivan
Title: Vice President
BAYERISCHE VEREINSBANK AG, NEW
YORK BRANCH
By: /s/ Marianne Weinzinger
Name: Marianne Weinzinger
Title: Vice President
By: /s/ Pamela J. Gillons
Name: Pamela J. Gillons
Title: Assistant Treasurer
CIBC INC
By: /s/ Christopher P. Kleczkowski
Name: Christopher P. Kleczkowski
Title: Executive Director, CIBC
Oppenheimer Corp., as agent
CITIBANK, N.A.
By: /s/ Larry Farley
Name: Larry Farley
Title: Vice President
COMERICA BANK
By: /s/ Kimberly S. Kersten
Name: Kimberly S. Kersten
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimer Labon
Name: Vladimer Labon
Title: First Vice President-Manager
CREDIT SUISSE FIRST BOSTON
By: /s/ Robert N. Finney
Name: Robert N. Finney
Title: Managing Director
By: /s/ Thomas G. Mudio
Name: Thomas G. Mudio
Title: Vice President
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK,
CAYMAN ISLAND BRANCH
By: /s/ Stefanie Gaensslen
Name: Stefanie Gaensslen
Title: Asst. Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Scott M. Bane
Name: Scott M. Bane
Title: Senior Vice President
FIRST HAWAIIAN BANK
By: /s/ Scott R. Nahme
Name: Scott R. Nahme
Title: Vice President
FIRST NATIONAL BANK OF BOSTON
By: /s/ Carlton F. Williams
Name: Carlton F. Williams
Title: Director
FIRST NATIONAL BANK OF CHICAGO
By: /s/ Kyle G. Freimuth
Name: Kyle G. Freimuth
Title: Asst. Vice President
FIRST NATIONAL BANK OF MARYLAND
By: /s/ Susan Elliott Benninghoff
Name: Susan Elliott Benninghoff
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Reyno A. Giallongo, Jr.
Name: Reyno A. Giallongo, Jr.
Title: S.V.P.
FLEET NATIONAL BANK
By: /s/ Marlene R. Haddad
Name: Marlene R. Haddad
Title: Vice President
THE FUJI BANK, LIMITED
NEW YORK BRANCH
By: /s/ Raymond Ventura
Name: Raymond Ventura
Title: Vice President & Manager
THE INDUSTRIAL BANK OF JAPAN
LIMITED
NEW YORK BRANCH
By: /s/ Jeffrey Cole
Name: Jeffrey Cole
Title: Senior Vice President
MELLON BANK, N.A.
By:
Name:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Claire E. Aldrich
Name: Claire E. Aldrich
Title: Vice President
NATIONSBANK, N.A.
By: /s/ Eileen C. Higgins
Name: Eileen C. Higgins
Title: Vice President
THE NORTHERN TRUST COMPANY
By: /s/ Eric Strickland
Name: Eric Strickland
Title: Vice President
PNC BANK, N.A.
By: /s/ Michael Nards
Name: Michael Nards
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ David A. Barselou
Name: David A. Barselou
Title: Senior Manager Corporate Banking
THE SAKURA BANK, LIMITED
By: /s/ Yasumasa Kikuchi
Name: Yasumasa Kikuchi
Title: Senior Vice President
THE SANWA BANK, LIMITED
By:
Name:
Title:
THE SUMITOMO BANK, LIMITED,
NEW YORK BRANCH
By: /s/ John C. Kissinger
Name: John C. Kissinger
Title: Joint General Manager
SUMMIT BANK
By: /s/ Bruce A. Gray
Name: Bruce A. Gray
Title: Vice President
Large Corporate Group
THE TOKAI BANK LIMITED NEW YORK
BRANCH
By:
Name:
Title:
UNITED STATES NATIONAL BANK
OF OREGON
By: /s/ Elliot Jaffee
Name: Elliot Jaffee
Title: Vice President
WESTDEUTSCHE LANDESBANK
GIROZENTRALE
By:
Name:
Title:
BANKERS TRUST COMPANY
By: /s/ James Reilly
Name: James Reilly
Title: Vice President
Banks Confirm Availability of Cendant's $3.5 Billion of Credit Lines STAMFORD, Conn. and PARSIPPANY, N.J. --(BUSINESS WIRE)-- April 17, 1998-- Funding for American Bankers and National Parking Corp. Also Confirmed Cendant Corporation (NYSE: CD - news) today reported that The Chase Manhattan Bank, the administrative agent under its committed bank facilities, has received waivers from Cendant's syndicate banks relating to its $2.0 billion of committed bank facilities. The Company also has an additional $1.5 billion of committed bank lines available under separate facilities. The waivers were technically necessary in light of Cendant's April 15 announcement that, as a result of its expected restatement of past earnings, it must prepare revised financial statements. Having now received these waivers, Cendant's committed bank facilities remain fully available for, among other purposes, the funding of the Company's previously announced acquisition of National Parking Corporation Limited. In addition to the above-mentioned facilities, the Company has a commitment from The Chase Manhattan Bank for $1.5 billion to fund the cash portion of the American Bankers transaction. Henry R. Silverman, President and Chief Executive Officer of Cendant, said: "While the requirement to obtain these waivers was largely a formality, we are nevertheless pleased to have received such prompt support from our banking syndicate. Cendant remains a financially strong and liquid company and remains committed to completing all of its pending transactions." Cendant is the world's premier provider of consumer and business services. Cendant operates in three principal segments: Alliance Marketing, Travel and Real Estate Services. In Alliance Marketing, Cendant provides access to travel, shopping, auto, dining and other services through more than 66.5 million memberships worldwide. In Travel Services, Cendant is the leading franchisor of hotels and rental car agencies worldwide, the premier provider of vacation exchange services and the second largest fleet management company. In Real Estate Services, Cendant is the world's largest franchisor of residential real estate brokerage offices, a major provider of mortgage services to consumers and a global leader in corporate employee relocation. Headquartered in Stamford, CT and Parsippany, NJ, the company has more than 34,000 employees, operates in over 100 countries and makes approximately 100 million customer contacts annually.
April 27, 1998
Dear Cendant Shareholder:
We are writing to report to you the actions we have taken since the discovery of
potential accounting irregularities in certain former CUC businesses and to
state clearly that Cendant remains strong and vibrant. All of us in management
are united in tackling this problem aggressively. We do not believe that the
potential accounting problems exist anywhere other than where they were first
discovered.
Here's what we have done to date:
- - The Audit Committee of the Board of Directors engaged Willkie Farr &
Gallagher as special legal counsel who, in turn, engaged Arthur
Andersen LLP to perform a thorough, independent investigation;
- - We informed the appropriate regulatory authorities, advised the SEC and
initiated a meeting with its staff;
- - We assigned all accounting, finance, financial reporting, treasury,
budget, systems and control functions to the former HFS finance staff;
- - We installed a new management team to lead the Alliance Marketing
Division consisting of:
- Co-Chair and Co-Chief Executive John Fullmer, who was most recently
Chief Marketing Officer at CUC;
- Co-Chair and Co-Chief Executive Tony Menchaca, formerly President
of the Comp-U-Card Division;
- President and Chief Operating Officer John Chidsey, who was
Executive Vice President for Business Development at HFS.
- - We created a new position of Chief Financial Officer of Alliance
Marketing, to which Michael Wargotz has been named;
- - We terminated the employment of CUC's former Chief Financial Officer;
- - We have obtained the support of our bank group, which has given us the
necessary waivers to maintain the availability to us of $5 billion in
existing, committed bank facilities.
We are outraged that the apparent misdeeds of a small number of individuals
within a limited part of our company has adversely affected the value of your
investment - and ours - in Cendant. We are working together diligently to clear
this matter up as soon as possible. We fully support the Audit Committee's
investigation and continue to believe that the strategic rationale and
industrial logic of the HFS/CUC merger that created Cendant is as compelling as
ever.
Cendant is strong, highly liquid, and extremely profitable. The vast majority of
Cendant's operating businesses and earnings are unaffected and the prospects for
the Company's future growth and success are excellent.
We have affirmed our commitment to completing all pending acquisitions: American
Bankers, National Parking Corporation and Providian Insurance. In this
connection, we are pleased to note that today we completed the National Parking
Corporation acquisition following shareholder and European Community approvals
for that transaction.
We are exceedingly proud of the continued dedication and professionalism we see
exhibited every day by Cendant associates, who remain single-mindedly focused on
the day-to-day success of the company and, ultimately, restoring - and then
increasing - the value of your and their investment in the Company.
We will announce first quarter earnings on May 5th. We expect to meet or exceed
current Wall Street consensus estimates. We have also announced that we will be
holding investor meetings in May in which senior members of the Alliance
Marketing operating management will discuss that Division's business model and
outlook for continued growth and operational success.
We will periodically update you as developments warrant and, when the Audit
Committee's investigation is concluded, we will report to you all we can about
what happened and share with you our specific measures to assure that we are
never confronted with this problem again. Everyone involved in that effort
understands the extreme urgency of the assignment and is working as quickly and
diligently as possible.
In the meantime, we appreciate and share your concern and are more determined
that ever to win back your confidence and reward you for your investment in
Cendant.
Sincerely,
Walter A. Forbes Henry R. Silverman
Chairman President and Chief Executive officer