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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
Date of report (Date of earliest event reported): APRIL 2, 2001
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-10308 06-0918165
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9 WEST 57TH STREET NEW YORK, NEW YORK 10019
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 314-1800
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 2, 2001, Cendant Corporation, a Delaware
corporation ("Cendant"), announced the completion of the acquisition of
Fairfield Communities, Inc., a Delaware corporation ("Fairfield"). The
acquisition was consummated through a merger of a subsidiary of Cendant
with and into Fairfield (with Fairfield as the surviving corporation)
pursuant to which Fairfield stockholders will receive $16 in cash for each
outstanding share of Fairfield common stock. The acquisition is valued at
approximately $690 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
No. Description
99.1 Press Release of Cendant Corporation dated April 2, 2001.
SIGNATURES
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
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Name: Eric J. Bock
Title: Senior Vice President - Law and
Corporate Secretary
Dated: April 2, 2001
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Cendant Corporation dated April 2, 2001.
Exhibit 99.1
CENDANT COMPLETES ACQUISITION OF FAIRFIELD
FOR APPROXIMATELY $690 MILLION IN CASH
Property Development Portion of Fairfield Contributed to Separate Entity
NEW YORK, NY, APRIL 2, 2001 - Cendant Corporation (NYSE:CD) today announced
that it has completed its acquisition of Fairfield Communities, Inc. for
approximately $690 million in cash. As previously announced, the Company
expects the acquisition to be immediately accretive to Cendant's earnings.
Cendant Chairman, President and CEO, Henry R. Silverman stated: "The
Fairfield acquisition should accelerate our earnings per share growth in
three ways. First, Fairfield's earnings are rapidly growing. In the fourth
quarter of 2000, for example, Fairfield increased earnings per share by
33%, excluding one-time merger costs. Second, the Cendant database, which
will now be available to Fairfield's marketing group, should provide more
qualified leads. A one point increase in the annual closing rate of
vacation interval sales would increase pre-tax income by $25 million. And,
third, Fairfield's core competencies will allow us to expand RCI's service
offerings to the timeshare industry to include resort sales and marketing,
property management, and consumer financing services."
Additionally, Fairfield has transferred the property development portion of
Fairfield's business to a new independent entity, FFD Development Company,
LLC ("DevCo"). The new independent property development company, which will
be capitalized with over $200 million of common and preferred interests and
available bank debt, will serve as a developer of timeshare resorts for
Fairfield. Fairfield will serve as the exclusive sales and marketing agent
for DevCo and will continue to provide property management and consumer
financing services to its property owner associations and vacation-owning
customers, respectively. All of the common interests of DevCo will be owned
by FFD Trust, a New York business trust unaffiliated with Cendant. Cendant
will retain a preferred equity interest in DevCo and will hold a warrant to
purchase a common equity interest.
Fairfield Communities, with more than 324,000 vacation-owning households,
is the largest vacation ownership company in the United States, marketing
and managing resort properties at 33 locations in 12 states and the
Bahamas. Fairfield operates over 32 dedicated sales centers and manages
over 110 timeshare and whole ownership resort associations.
Cendant Corporation is a diversified global provider of business and
consumer services primarily within the real estate and travel sectors. The
Company's core competencies include building franchise systems and
providing outsourcing services. Cendant is among the world's leading
franchisers of real estate brokerage offices, hotels, rental car agencies,
and tax preparation services. Cendant is also a provider of outsourcing
solutions to its business partners including mortgage origination, employee
relocation, customer loyalty programs, vacation exchange services and
vacation interval sales. Other businesses include the UK's largest private
car park operator and electronic reservations processing for the travel
industry. With headquarters in New York City, the Company has approximately
60,000 employees and operates in over 100 countries.
More information about Cendant, its companies, brands and current SEC
filings may be obtained by calling 877-4INFO-CD (877-446-3623) or by
visiting the Company's Web site at www.Cendant.com.
Statements about future results made in this release constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions
that these statements are not guarantees of future performance. Actual
results may differ materially from those expressed or implied in the
forward-looking statements. Important assumptions and other important
factors that could cause actual results to differ materially from those in
the forward-looking statements are specified in the Company's Form 10-K for
the year ended December 31, 2000.
Such forward-looking statements include projections. Such projections were
not prepared in accordance with published guidelines of the American
Institute of Certified Public Accountants or the SEC regarding projections
and forecasts, nor have such projections been audited, examined or
otherwise reviewed by independent auditors of Cendant or its affiliates. In
addition, such projections are based upon many estimates and are inherently
subject to significant economic and competitive uncertainties and
contingencies, many of which are beyond the control of management of
Cendant and its affiliates. Certain of such uncertainties and contingencies
are specified in Cendant's Form 10-K for the year ended December 31, 2000.
Accordingly, actual results may be materially higher or lower than those
projected. The inclusion of such projections herein should not be regarded
as a representation by Cendant or its affiliates that the projections will
prove to be correct.
MEDIA CONTACT: INVESTOR CONTACTS:
Elliot Bloom Denise Gillen Sam Levenson
212-413-1832 212-413-1833 212-413-1834