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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(AMENDMENT NO. 1)
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CENDANT CORPORATION
(Name of Issuer)
CENDANT STOCK CORPORATION
(Name of Person(s) Filing Statement)
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Common Stock, par value $.01 per share
(Title of Class of Securities)
151313 10 3
(CUSIP Number of Class of Securities)
James E. Buckman
Cendant Stock Corporation
9 West 57th Street
New York, NY 10019
(212) 413-1800
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
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COPIES TO:
Eric J. Friedman Eric J. Bock
Skadden, Arps, Slate, Meagher & Flom LLP Cendant Corporation
919 Third Avenue 9 West 57th Street
New York, New York 10022 New York, New York 10019
(212) 735-3000 (212) 413-1836
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June 16, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
$1,125,000,000 $225,000
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* Calculated solely for purposes of determining the filing fee in
accordance with Section 13 (e)(3) of the Securities Exchange Act of
1934, as amended, and Rule 0-11 thereunder. This amount assumes the
purchase of 50,000,000 shares of Cendant Corporation common stock, par
value $.01 per share, at the maximum tender offer price per share of
$22.50.
(X) Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $225,000 Filing Party: Cendant Stock
Form of Registration No.: Schedule 13E-4 Corporation
Date File: June 16, 1999
This Amendment No. 1 amends the Issuer Tender Offer Statement on
Schedule 13E-4 initially filed on June 16, 1999 (as amended, the
"Statement"), relating to the tender offer by Cendant Stock Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Cendant
Corporation ("Cendant"), to purchase up to 50,000,000 shares of Cendant
common stock, par value $.01 per share (the "Shares"), at prices, net to
the seller in cash, not greater than $19.75 nor less than $22.50 per Share,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 16, 1999 and the related Letter of Transmittal (which,
as they may be amended from time to time, are herein collectively referred
to as the "Offer"). Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meaning given such terms in the
Offer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
Item 3(d) is hereby amended and supplemented by the following
information:
On June 30, 1999, Cendant issued a press release (the "Directors Press
Release") which announced, among other things, that at Cendant's July Board
of Directors meeting Cendant intends to reduce the size of its Board of
Directors from 17 to 14 members, following the resignation of three
directors, Robert P. Rittereiser, Craig R. Stapleton and E. John Rosenwald.
All three directors previously served on the Board of Directors' Litigation
Committee and have resigned following a vote by Cendant shareholders on May
27, 1999, to eliminate that committee.
In a separate press release issued on June 30, 1999 (the "Merger Press
Release"), Cendant announced that Robert D. Kunisch has retired as a vice
chairman of Cendant, but will remain as a director.
A copy of the Directors Press Release and the Merger Press Release are
included as exhibits hereto and are incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The Merger Press Release announced, among other things, that Cendant
has completed the divestiture of its Fleet Business pursuant to the Merger
Agreement. The Closing (as defined in the Merger Agreement) of the Merger
was a condition to the Offer.
A copy of the Merger Press Release is included as an exhibit hereto
and is incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended and supplemented by incorporation by
reference herein of the information set forth above under Item 3(d) and
Item 5.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the
following exhibits thereto:
(a) (14) Press release of Cendant, dated June 30, 1999, in connection
with the resignation of directors.
(a) (15) Press release of Cendant, dated June 30, 1999, in connection
with the Closing of the Merger.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
CENDANT STOCK CORPORATION
By: /s/ James E. Buckman
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Name: James E. Buckman
Title: Executive Vice President
Dated: June 30 , 1999
INDEX TO EXHIBITS
ITEM DESCRIPTION
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(a) (14) Press release of Cendant, dated June 30, 1999, in connection
with the resignation of directors.
(a) (15) Press release of Cendant, dated June 30, 1999, in connection
with the Closing of the Merger.
CENDANT CORPORATION ANNOUNCES BOARD CHANGES
Company Will Reduce Size of its Board from 17 to 14 Directors
Robert P. Rittereiser, Craig R. Stapleton and E. John Rosenwald
Resign From Board
NEW YORK, NY, JUNE 30, 1999 -- Cendant Corporation (NYSE: CD) today
announced that at its July Board of Directors' meeting it intends to reduce
the size of the Company's Board from 17 to 14 members following the
resignations of three directors. Robert P. Rittereiser, Craig R. Stapleton
and E. John Rosenwald, Jr., all of whom previously served on the Board's
Litigation Committee, have resigned following a vote by shareholders on May
27, 1999 to eliminate that committee.
"On behalf of Cendant shareholders, I want to thank Messrs.
Rosenwald, Rittereiser and Stapleton for their service to our company and
its shareholders. They have been part of an active Board that has helped
restore value after the crisis last year when we discovered accounting
irregularities at the former CUC International. They have assisted
management to restructure our company and refocus our strategy," Mr.
Silverman said.
The Company also announced that it has begun to implement
recommendations of the Blue Ribbon Committee on Improving the Effectiveness
of Audit Committees.
"These changes are consistent with the commitment we made to our
shareholders to reduce the size of our Board and to optimize the
performance of Board committees," Mr. Silverman concluded.
Cendant Corporation is a global provider of consumer and business
services. The Company's core competencies include building franchise
systems, providing outsourcing solutions and direct marketing. As a
franchisor, Cendant is the world's leading franchisor of hotels, rental car
agencies, tax preparation services and real estate brokerage offices. The
real estate segment also includes Welcome Wagon/GETKO and the Company's
soon-to-be created residential real estate services portal on the Internet.
As a provider of outsourcing solutions, Cendant is the world's largest
vacation exchange service; a major provider of mortgage services to
consumers and the global leader in employee relocation. In direct
marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services, primarily to customers of its affinity partners. Other
business units include NCP, the UK's largest private car park operator, and
Wizcom. Headquartered in New York, NY, the Company has more than 30,000
employees and operates in over 100 countries. More information about
Cendant, its companies and brands may be obtained by visiting our Web site
at www.cendant.com or by calling 877-4INFO-CD (877-446-3623).
Media Contact: Investor Contacts:
Elliot Bloom Denise Gillen
212-413-1832 212-413-1833
Sam Levenson
212-413-1834
###
CENDANT CORPORATION COMPLETES DIVESTITURE OF FLEET SEGMENT
Avis Rent A Car, Inc. Acquires the Company's Fleet
Segment for $1.8 Billion
Generates Gain of Approximately $700 Million for Cendant
Previously Announced "Dutch Auction"
Self-Tender Offer Scheduled to Expire on July 15, 1999
NEW YORK, NY, JUNE 30, 1999 -- Cendant Corporation (NYSE: CD) today
announced that it has completed the divestiture of its fleet segment. Avis
Rent A Car, Inc. (NYSE: AVI) has acquired the Company's fleet segment,
which includes PHH Vehicle Management Services Corporation, Cendant
Business Answers (Europe) PLC; The Harpur Group Ltd.; and Wright Express
Corporation, for $1.44 billion in cash and $360 million in Convertible
Preferred Stock.
The Company has recorded an after-tax gain of approximately $700
million from the transaction. Completion of the Fleet/Avis transaction was
a condition to the previously announced "Dutch Auction" self-tender offer
to repurchase up to 50 million shares of Cendant stock. The self-tender
offer commenced on June 16, 1999 and will expire at 12:00 midnight, New
York City time, on July 15, 1999, unless the offer is extended.
In addition, Robert D. Kunisch has retired as a vice chairman of the
Company following today's completion of the divestiture of Cendant's fleet
segment, but will remain as a director.
Cendant's Chairman, President and CEO Henry R. Silverman stated:
"Bob Kunisch played a critical role by ensuring the flawless integration of
the PHH business units into Cendant. His diligent efforts and steadfast
commitment resulted in a seamless transition of client relationships
following the acquisition of PHH by HFS in 1997.
Cendant Corporation is a global provider of consumer and business
services. The Company's core competencies include building franchise
systems, providing outsourcing solutions and direct marketing. As a
franchisor, Cendant is the world's leading franchisor of hotels, rental car
agencies, tax preparation services and real estate brokerage offices. The
real estate segment also includes Welcome Wagon/GETKO and the Company's
soon-to-be created residential real estate services portal on the Internet.
As a provider of outsourcing solutions, Cendant is the world's largest
vacation exchange service; a major provider of mortgage services to
consumers and the global leader in employee relocation. In direct
marketing, Cendant provides access to insurance, travel, shopping, auto,
and other services, primarily to customers of its affinity partners. Other
business units include NCP, the UK's largest private car park operator, and
Wizcom. Headquartered in New York, NY, the Company has more than 30,000
employees and operates in over 100 countries. More information about
Cendant, its companies and brands may be obtained by visiting our Web site
at www.cendant.com or by calling 877-4INFO-CD (877-446-3623).
Media Contact: Investor Contacts:
Elliot Bloom Denise Gillen
212-413-1832 212-413-1833
Sam Levenson
212-413-1834
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