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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AUGUST 14, 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 (COMMISSION FILE NO.) (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NUMBER)
OF INCORPORATION OR
ORGANIZATION)
9 WEST 57TH STREET
NEW YORK, NY 10019
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICE)
(212) 413-1800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NONE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF APPLICABLE)
Item 9. Regulation FD Disclosure
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 August 14, 2002, we announced that our Chairman and Chief Executive
Officer, Henry R. Silverman, and our Chief Financial Officer, Kevin M.
Sheehan, have executed and filed the statements required by the Securities
and Exchange Comission's June 27, 2002 order and Section 906 of the
Sarbanes-Oxley Act.
We also announced that we filed today a Form 10-K/A for
2001, which reflects the classification of National Car Parks, which we sold
in May 2002, as a discontinued operation. The Form 10-K/A also includes
certain changes from our initial Form 10-K filed on April 1, 2002 in response
to comments received from the SEC as a result of the SEC's previously
announced policy to review the 2001 Form 10-K's of all Fortune 500 companies.
Other than the effect of reclassifying NCP as a discontinued operation, there
were no changes to the financial results as previously reported.
In addition to various disclosures requested by the SEC Division of
Corporation Finance, and reflected in our Form 10-K/A, on August 2, 2002, we
responded to the SEC's initial comments and furnished additional information
to the staff of the SEC. The SEC has indicated that it is in the process of
reviewing and evaluating our responses and has requested additonal
information and/or clarification with respect to certain accounting and
disclosure matters, including transactions with affiliates. At this time the
SEC has not requested any material modification to our Form 10-K/A or Form
10-Q's. We believe that the accounting and disclosure in our filed reports is
appropriate.
We also noted that, after reviewing all of the SEC comments, our
auditors, Deloitte & Touche, LLP, have reissued their opinion on our 2001
financial statements contained in our Form 10-K/A filing, affirming their
view that our financial statements are in compliance with all applicable GAAP
and SEC requirements.
We have made available on our website, at WWW.CENDANT.COM, a marked
version of our Form 10-K/A which denotes the modifications from our original
Form 10-K, as filed.
A copy of the press release announcing the certification by our
executives of our financial statements and a copy of their certifications are
attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and are
incorporated by reference herein.
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: August 14, 2002
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED AUGUST 14, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued by Cendant Corporation on August 14,
2002, announcing the certification by Cendant executives of
Cendant's financial statements.
99.2(a) Certifications signed by Messrs. Silverman and Sheehan under
the Sarbanes-Oxley Act pursuant to Section 906 of the
Sarbanes-Oxley Act.
99.2(b) Sworn statements signed by Messrs. Silverman and Sheehan
pursuant to the SEC's June 27, 2002 order.