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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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JULY 10, 2001 (JULY 2, 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 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)
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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 July 2, 2001, we announced that we entered into agreements with
Trilegiant Corporation, a newly formed corporation to be headquartered in
Norwalk, CT, to outsource and license our individual membership and loyalty
business to Trilegiant. The former management of Cendant Membership Services,
Inc. ("CMS") and Cendant Incentives, Inc. own 100% of the common stock and we
own 20% of the equity through a convertible preferred stock investment in
Trilegiant. All employees of CMS and Cendant Incentives will become employees of
Trilegiant. Previously, we had planned to spin off our individual membership
business.
Pursuant to an outsourcing agreement with Trilegiant, dated July 2,
2001, we will retain the economic benefits from existing members of our
individual membership business and Trilegiant will provide fulfillment services
to these members for a servicing fee. Trilegiant will also have the right to use
all assets necessary for the operation of our individual membership business
and, beginning in the third quarter of 2002, we will receive a license fee of 5%
of Trilegiant's revenues, increasing to 16% over ten years. The outsourcing
agreement has a 40-year term.
As a result of this transaction, the previously announced spin-off of
the individual membership business to our stockholders will no longer occur.
The description of the outsourcing agreement set forth herein is only a
summary of certain of the provisions of such agreement and is qualified by
reference to the text of such agreement, which is being filed as Exhibit 10.1
hereto and is incorporated by reference herein in its entirety.
In addition, a copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference in its entirety.
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
Senior Vice President, Law
and Secretary
Date: July 10, 2001
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED JULY 10, 2001 (JULY 2, 2001)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Outsourcing Agreement, dated July 2, 2001, by and among
Cendant Corporation, Cendant Membership Services Holdings
Subsidiary, Inc., Cendant Membership Services, Inc. and
Trilegiant Corporation
99.1 Press Release, dated July 2, 2001, Cendant to Outsource and
License its Membership Business