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
____________
Date of
Report (Date of earliest event reported) March
14, 2005 (March 8, 2005)
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation) |
1-10308
(Commission
File No.) |
06-0918165
(I.R.S.
Employer
Identification
Number) |
|
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office) |
|
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
|
(Former
name or former address if changed since last
report) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
1.01 |
Entry
into a Material Definitive Agreement. |
|
Item
1.02 |
Termination
of Material Definitive Agreement. |
On March
14, 2005, Cendant Corporation (“Cendant”) announced that its previously
disclosed strategic realignment and disposition of several non-core business
units will result in the streamlining of its division management structure and
changes in reporting relationships. Cendant’s press release announcing the
streamlining of its division management structure is included as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
In
connection with this strategic realignment and disposition, Kevin M. Sheehan,
Chief Executive Officer of our Vehicle Services Division, and Scott E. Forbes,
Senior Executive Vice President and Managing Director of Cendant Europe, Middle
East and Africa, will be leaving Cendant effective May 6, 2005.
In
connection with the departure of Messrs. Sheehan and Forbes, our Board of
Directors authorized separation agreements which will provide the officers with
severance benefits in exchange for a release of claims and an agreement to
provide Cendant with post-termination services and protections for no additional
compensation beyond the severance benefits described herein. Messrs. Sheehan and
Forbes will receive severance benefits comprised of a lump sum cash severance
payment equal to $6,839,625 and $4,709,250, respectively, which is equal to 299%
of each officer’s current rate of base salary plus current target bonus, and the
acceleration of equity incentive awards pursuant to such officers’ employment
agreements. In addition, Mr. Sheehan will receive vested post-termination
medical benefits pursuant to a program sponsored by Avis, and Mr. Forbes will
receive certain post-termination medical benefits and relocation benefits, both
pursuant to the terms of their existing employment agreements. In connection
with the separation agreements, Messrs. Sheehan's and Forbes' employment
agreements will terminate, except for certain provisions relating to
post-termination obligations that will survive.
In
addition to providing a release of claims against Cendant, Messrs. Sheehan’s and
Forbes’ separation agreements will provide for extended restricted periods
applicable to post-employment non-competition and non-solicitation covenants
which will now have terms of 3 years and 4 years, respectively. Messrs. Sheehan
and Forbes will also provide certain transition and consulting services to
Cendant through December 31, 2008, and will remain available for the rest of
their respective lives to provide assistance with Cendant legal matters for no
additional compensation.
On March
8, 2005, we announced that our board of directors approved a change in our
dividend policy to increase our regular quarterly cash dividend by 22% to $0.11
from $0.09 per common share, effective with the third quarter dividend payment.
The actual declaration of any future dividends and the establishment of the
record dates related thereto remains subject to further action by our board. In
addition, we announced that our board formally approved our plans for the
previously announced disposition of our Marketing Services Division. As a
result, the division will be classified as a discontinued operation in the first
quarter of 2005. Our press release containing these announcements is included as
Exhibit
99.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
|
Item
9.01 |
Financial
Statements and Exhibits. |
|
99.1 |
|
Press
Release, dated March 14, 2005. |
|
99.2 |
|
Press
Release, dated March 8, 2005. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, 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 |
| |
Eric
J. Bock
Executive
Vice President, Law
and
Corporate Secretary |
Date:
March 14, 2005
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated March 14, 2005 (March 8, 2005)
EXHIBIT
INDEX
| |
|
|
|
Exhibit
No. |
|
Description |
|
99.1 |
|
Press
Release, dated March 14, 2005. |
|
99.2 |
|
Press
Release, dated March 8, 2005. |