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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): August 24, 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 (Commission (IRS Employer
of 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.
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On August 24, 2001, Cendant Corporation issued a joint press
release with Galileo International, Inc. regarding the determination of the
exchange ratio in Cendant's acquisition of Galileo. A copy of the joint
press release issued is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. Financial Statements and Exhibits.
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(a) Exhibits:
Number Description
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99.1 Joint Press Release, dated August 24, 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
Date: August 24, 2001
INDEX TO EXHIBITS
Number Description
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99.1 Joint Press Release, dated August 24, 2001.
Exhibit 99.1
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EXCHANGE RATIO DETERMINED
IN CENDANT'S ACQUISITION OF GALILEO INTERNATIONAL, INC.
New York, NY and Rosemont, IL - August 24, 2001 - Cendant Corporation
(NYSE:CD) and Galileo International, Inc. (NYSE:GLC) today announced that
the exchange ratio, or the number of shares of Cendant common stock to be
exchanged for each share of Galileo common stock held by Galileo's
stockholders in connection with Cendant's acquisition of Galileo, has been
determined. In accordance with the terms of the merger agreement, Galileo
stockholders will receive 1.328 shares of Cendant common stock for each
share of Galileo common stock they hold. The cash portion of the merger
consideration to be paid to Galileo stockholders will not be determined
until the closing date of the merger.
The average of the closing sales prices for Cendant common stock between
July 30th and August 24th, the 20 consecutive trading days preceding the
third trading day prior to the August 30th special meeting of Galileo
stockholders, exceeds $20.00. Therefore, in accordance with the merger
agreement, the exchange ratio is fixed at 1.328 shares of Cendant common
stock for each share of Galileo common stock.
Galileo stockholders will also receive $6.435 in cash per share of Galileo
common stock if the average of the high and low sales prices of Cendant
common stock on the closing date of the merger equals or exceeds $20.00;
otherwise the cash portion of the merger consideration will be reduced in
accordance with the terms of the merger agreement.
About Cendant Corporation
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Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over 100
countries. More information about Cendant, its companies, brands and
current SEC filings may be obtained by visiting the Company's Web site at
http://www.Cendant.com or by calling 877-4INFO-CD (877-446-3623).
About Galileo International, Inc.
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Galileo International is a diversified, global technology leader. Its core
business is providing electronic global distribution services for the
travel industry through its computerized reservation systems, leading-edge
products and innovative Internet-based solutions. Galileo is a value-added
distributor of travel inventory dedicated to supporting its travel agency
and corporate customers and, through them, expanding traveler choice. Among
Galileo's subsidiaries are TRIP.com, an award-winning online travel service
and technology provider; and Quantitude, which delivers advanced
telecommunications services and enterprise networking solutions. Galileo
also offers secure, flexible and cost-effective managed hosting services.
Headquartered in Rosemont, Illinois, USA, Galileo International has offices
worldwide and operates a state-of-the-art data center in Greenwood Village,
Colo., USA. Visit www.galileo.com.
This document is being filed pursuant to Rule 425 under the Securities
Act of 1933 and is deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934.
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CENDANT MEDIA CONTACT: CENDANT INVESTOR CONTACTS:
Elliot Bloom Denise Gillen
(212) 413-1832 (212) 413-1833
GALILEO MEDIA CONTACT: Sam Levenson
Andrea Steffy (212) 413-1834
(847) 518-4973
GALILEO INVESTOR CONTACTS:
Tammy Bobbitt
(847) 518-4771