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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-10308
NOTIFICATION OF LATE FILING
(Check One): o Form 10-K X Form 11-K o Form 20-F o Form 10-Q
o Form N-SAR
For Period Ended:
December 31, 1997
o Transition Report on Form 10-K o Transition Report on Form 10-Q
o Transition Report on Form 20-F o Transition Report on Form N-SAR
o Transition Report on Form 11-K
For Transition Period Ended: December 31, 1997
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART 1
REGISTRANT INFORMATION
Full name of registrant
Cendant Membership Services Inc. Savings Incentive Plan
Form name if applicable
Form 11-K
Address of principal executive office (Street and number)
6 Sylvan Way
City, state and zip code
Parsippany, New Jersey 07054
PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
As a result of changes in personnel responsible for record keeping and plan
financial reporting at Cendant Corporation (the "Company") in connection
with (i) the merger of HFS Incorporated ("HFS") and PHH Corporation in
April 1997, (ii) the merger of HFS and CUC International Inc. in December
1997 and (iii) a recent reorganization of certain accounting functions
within the Company, the Form 11-K due June 29, 1998 could not be filed
without unreasonable effort and expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Eric J. Bock (973) 496-7207
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
X Yes o No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
o Yes X No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Not Applicable
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date
June 29, 1998 By /s/ Christopher McLeod
Member, Savings Incentive Plan Committee