================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- FEBRUARY 25, 2003 (FEBRUARY 24, 2003) (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 of (Commission File No.) (I.R.S. Employer incorporation or organization) Identification No.) 9 West 57th Street 10019 New York, NY (Zip Code) (Address of Principal Executive Offices) (212) 413-1800 (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS. EXCEPT AS EXRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES, "CENDANT", "WE", "OUR", OR "US" MEANS CENDANT CORPORATION, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES. On February 25, 2003, our Avis Group Holdings, Inc. subsidiary publicly disclosed selected historical consolidated financial data. A copy of such information is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Additionally, on February 24, 2003, we announced several management changes, effective March 1, 2003. John W. Chidsey, Chairman and CEO of our Vehicle and Financial Services Divisions, has resigned to pursue opportunities outside of Cendant. Mr. Chidsey will remain as a consultant to Cendant through the second quarter of this year. Kevin M. Sheehan, our Chief Financial Officer, will assume additional responsibility for our Vehicle Services Division, which includes the Cendant Car Rental Group (Avis and Budget), PHH Arval and Wright Express. Samuel L. Katz, our Chief Strategic Officer and Chairman and CEO of our Travel Distribution Services Division will assume additional responsibility for our Financial Services Division, which includes Jackson Hewitt, Progeny and our relationship with Trilegiant. A copy of our press release announcing such management changes is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. Statements about future results made in this current report on Form 8-K, including any projections, and the statements attached hereto 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. We caution 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 our Form 10-Q/A for the quarterly period ended September 30, 2002. ITEM 7. EXHIBITS See Exhibit Index. 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/ TOBIA IPPOLITO ------------------------------------- Tobia Ippolito Executive Vice President and Chief Accounting Officer Date: February 25, 2003 CENDANT CORPORATION CURRENT REPORT ON FORM 8-K REPORT DATED FEBRUARY 25, 2003 (FEBRUARY 24, 2003) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ---------------------------------------------------------------- 99.1 Selected Historical Consolidated Financial Data of Avis Group Holdings, Inc. 99.2 Press Release issued by Cendant Corporation dated February 24, 2003
EXHIBIT 99.1 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF AVIS GROUP HOLDINGS, INC. The selected historical consolidated financial data for the year ended December 31, 2002 has been derived from unaudited consolidated financial information. The selected historical consolidated financial data for the ten-month period ended December 31, 2001, the two-month period ended February 28, 2001 and each of the years ended December 31, 2001, 2000 and 1999 have been derived from Avis' audited consolidated financial statements. You should read this table in conjunction with Avis's Annual Report on Form 10-K for the year ended December 31, 2001 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June 30 and September 30, 2002. All dollar amounts are in thousands. AVIS GROUP HOLDINGS, INC. SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA (DOLLARS IN THOUSANDS)
PREDECESSOR COMPANIES (a) ---------------------------------------- MARCH 1, 2001 YEARS ENDED (DATE OF ------------------------- YEAR COMBINED YEAR ACQUISITION) TWO MONTHS ENDED ENDED TO ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, FEBRUARY 28, DECEMBER 31, DECEMBER 31, 2002 2001 (b) 2001 2001 2000 1999 ----------- ----------- ----------- ----------- ----------- ----------- STATEMENTS OF OPERATIONS DATA: Revenues $ 2,512,198 $ 2,387,780 $ 2,001,959 $ 385,821 $ 2,613,476 $ 2,500,746 Expenses 2,429,579 2,499,867 2,071,809 428,058 2,514,372 2,409,198 ----------- ----------- ----------- ----------- ----------- ----------- Income (loss) before income taxes 82,619 (112,087) (69,850) (42,237) 99,104 91,548 Provision (benefit) for income taxes 30,982 (29,868) (14,085) (15,783) 42,740 40,345 ----------- ----------- ----------- ----------- ----------- ----------- Income (loss) from continuing operations 51,637 (82,219) (55,765) (26,454) 56,364 51,203 Income from discontinued operations, net of tax (c) -- 4,947 -- 4,947 64,312 41,382 Extraordinary gains, net of tax 809 -- -- -- -- -- Cumulative effect of accounting change, net of tax -- (7,612) -- (7,612) -- -- ----------- ----------- ----------- ----------- ----------- ----------- Net income (loss) $ 52,446 $ (84,884) $ (55,765) $ (29,119) $ 120,676 $ 92,585 =========== =========== =========== =========== =========== =========== SELECTED OPERATING DATA: Monthly average peak number of rental vehicles during period 248,045 243,731 243,731 222,532 253,503 248,016 Number of rental transactions during period (in thousands) 15,760 15,679 13,186 2,493 17,150 16,491 DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002 2001 2000 1999 ----------- ----------- ----------- ----------- BALANCE SHEET DATA: Vehicles, net (d) $ 4,173,847 $ 3,428,893 $ 3,717,530 $ 3,317,513 Total assets (e) (f) 6,797,643 6,538,083 6,520,006 6,446,668 Vehicle debt 4,245,703 3,771,341 3,816,682 3,387,520 Non-vehicle debt 534,231 588,259 730,333 1,567,902 Stockholders' equity 345,373 321,086 755,114 661,684 NOTES TO SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA (a) On March 1, 2001 (Date of Acquisition) all the common stock of Avis not then owned by Cendant was acquired by a wholly-owned subsidiary of Cendant. The periods prior to the acquisition have been designated "Predecessor Companies". (b) Presented on a combined twelve-month basis and includes the results of Avis and its consolidated subsidiaries for the period March 1, 2001 (Date of Acquisition) to December 31, 2001 and the results of the Predecessor Companies for the two months ended February 28, 2001. (c) Represents the results of operations of the Avis former fleet management and fuel card businesses. (d) Includes rental vehicles and vehicles held for sale. Buses and support vehicles were reclassified from this line item to the Property, Plant and Equipment line item (not shown on the table) on the Consolidated Balance Sheets during 2002 for all periods presented. (e) Includes net deferred tax assets as of December 31, 2002, 2001 and 2000 of $481,335, $548,087 and $379,138, respectively. (f) Includes net assets of discontinued operations as of December 31, 2000 and 1999 of $778,644 and $1,552,189, respectively.
EXHIBIT 99.2 CENDANT ANNOUNCES MANAGEMENT CHANGES John W. Chidsey, Chairman & CEO Vehicle and Financial Services Divisions Resigns to Pursue Opportunities Outside of Cendant Kevin M. Sheehan, Chief Financial Officer to Assume Additional Responsibility for Vehicle Services Division Samuel L. Katz, Chief Strategic Officer, Chairman & CEO Travel Distribution Services Division to Assume Additional Responsibility for Financial Services Division NEW YORK, NY, FEBRUARY 24, 2003 - Cendant Corporation (NYSE: CD) today announced several management changes, effective March 1, 2003. John W. Chidsey, chairman and CEO Vehicle and Financial Services Divisions, has resigned to pursue opportunities outside of Cendant. Mr. Chidsey will remain as a consultant to the Company through the second quarter of this year. Kevin M. Sheehan, chief financial officer, will assume additional responsibility for the Vehicle Services Division, which includes the Cendant Car Rental Group (Avis and Budget), PHH Arval and Wright Express. Samuel L. Katz, chief strategic officer; chairman and CEO Travel Distribution Services Division, will take on additional responsibility for the Financial Services Division, which includes Jackson Hewitt, Progeny and our relationship with Trilegiant. Cendant's Chairman, President and CEO, Henry R. Silverman, stated: "Given our previously announced shift in strategic focus from acquisitions to operations, Kevin Sheehan and Sam Katz are now able to reallocate their time. Considering Kevin's previous role as president of Avis, he is the perfect choice to manage Cendant's Vehicle Services Division and spearhead the integration of Budget within the Company's newly formed Car Rental Group. Freeing Sam up from M&A will allow him to take on more operational responsibility for our Financial Services Division." CENDANT CORPORATION IS PRIMARILY A PROVIDER OF TRAVEL AND RESIDENTIAL REAL ESTATE SERVICES. WITH APPROXIMATELY 90,000 EMPLOYEES, NEW YORK CITY-BASED CENDANT PROVIDES THESE SERVICES TO BUSINESS 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 877-4-INFOCD (877-446-3623). CENDANT MEDIA CONTACT: Elliot Bloom 212-413-1832 CENDANT INVESTOR CONTACTS: Sam Levenson 212-413-1834 Henry A. Diamond 212-413-1920