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
MAY 3, 2002 (MAY 1, 2002)
(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 organization) Identification Number)
9 West 57th Street
New York, NY 10019
(Address of principal executive office) (Zip Code)
(212) 413-1800
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 5. Other Events
EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES,
"CENDANT", "WE", "OUR", OR "US" MEANS CENDANT CORPORATION, A DELAWARE
CORPORATION, AND ITS SUBSIDIARIES.
On May 1, 2002, we announced that we completed the purchase of
approximately 90.1% of outstanding shares of Trendwest Resorts, Inc.
Trendwest markets, sells and finances vacation ownership interests, including
memberships in WorldMark, the Club and WorldMark South Pacific Club. A copy
of the press release announcing our purchase of approximately 90.1% of
outstanding shares of Trendwest is attached as Exhibit 99.1 to this
Form 8-K and is incorporated by reference herein.
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/ Eric J. Bock
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Eric J. Bock
Executive Vice President-Law
and Corporate Secretary
Date: May 3, 2002
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated May 3, 2002 (May 1, 2002)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued by Cendant Corporation on May 1, 2002,
announcing its purchase of approximately 90.1% of outstanding
shares of Trendwest Resorts, Inc.
Exhibit 99.1
CENDANT COMPLETES PURCHASE OF APPROXIMATELY 90.1% OF
OUTSTANDING SHARES OF TRENDWEST RESORTS
Company Completes First of Two-Step Transaction
New York, NY, May 1, 2002-Cendant Corporation (NYSE: CD) today announced
that it has completed the purchase of approximately 90.1% of the outstanding
shares of Trendwest Resorts, Inc. (Nasdaq: TWRI) . As previously announced,
Trendwest is expected to add approximately $0.02 in 2003 to Cendant's
adjusted earnings per share. A total of approximately 32.8 million Trendwest
shares were acquired for approximately 42.5 million shares of Cendant common
stock, based on an exchange ratio of 1.2973 Cendant shares for each Trendwest
share.
Trendwest markets, sells, and finances vacation ownership interests,
including memberships in WorldMark, the Club and WorldMark South Pacific
Club.
As previously announced, the Trendwest acquisition will be consummated in
two steps. The second step of the transaction, which is the purchase of the
remaining outstanding Trendwest shares (which will have an exchange ratio no
less than the exchange ratio in the first step), will close following the
effectiveness of the registration statement on Form S-4 relating to the
issuance of Cendant stock to such holders which was filed yesterday, though
no earlier than May 30, 2002.
ABOUT CENDANT CORPORATION
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Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 70,000 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
www.Cendant.com or by calling 877-4INFO-CD (877-446-3623).
ABOUT TRENDWEST
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Trendwest Resorts, Inc., headquartered in Redmond, Washington, is a leader
in the timeshare industry. Through its exclusive relationships with WorldMark,
the Club, and WorldMark South Pacific Club, Trendwest provides a flexible
vacation ownership system, based on use of Vacation Credits. At December 31,
2001, Trendwest had 45 sales offices, and approximately 150,000 WorldMark and
WorldMark South Pacific owners enjoyed over 2,780 condominium units at 48
resort locations in the United States, British Columbia, Mexico, Fiji and
Australia. For more information visit Trendwest and WorldMark at
www.trendwestresorts.com and www.worldmarktheclub.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 Cendant's Form 10-K for year ended December 31, 2001.
MEDIA CONTACT INVESTOR CONTACT
Elliot Bloom Sam Levenson
212-413-1832 212-413-1834