AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2001
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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
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APRIL 18, 2001 (APRIL 18, 2001)
(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 (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
ORGANIZATION)
9 WEST 57TH STREET 10019-2601
NEW YORK, NY (ZIP CODE)
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICE)
(212) 413-1800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
This Current Report on Form 8-K of the Company is being filed to make available
pro forma financial data giving effect to the following transactions as of and
for the year ended December 31, 2000: the acquisition of Avis Group Holdings,
Inc. ("Avis"), which closed on March 1, 2001, and various finance-related
activities which occurred during the first quarter of 2001, including issuances
of debt and equity securities, and the conversion of the PRIDES to equity
securities.
See Exhibits 99.1 and 99.2 for financial statements of Avis and pro forma
financial information giving effect to the aforementioned activities.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
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.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
SEE EXHIBIT 99.1 ATTACHED HERETO FOR FINANCIAL STATEMENTS OF AVIS
GROUP HOLDINGS, INC.
(b) Pro Forma Financial Information.
SEE EXHIBIT 99.2 ATTACHED HERETO FOR PRO FORMA FINANCIAL INFORMATION
GIVING EFFECT TO THE ACQUISITION OF AVIS GROUP HOLDINGS, INC. AND
VARIOUS FINANCE-RELATED ACTIVITIES WHICH OCCURRED DURING THE FIRST
QUARTER OF 2001.
(c) Exhibits.
SEE EXHIBIT INDEX.
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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
/s/ KEVIN M. SHEEHAN
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Kevin M. Sheehan
Senior Executive Vice President and Chief
Financial Officer
/s/ JOHN T. MCCLAIN
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John T. McClain
Senior Vice President, Finance and
Corporate Controller
Date: April 18, 2001
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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23.1 Consent of Deloitte & Touche LLP, relating to Avis Group
Holdings, Inc.
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Financial Information (unaudited)