UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) January 6, 2005 (January 6, 2005)
Cendant Corporation
| Delaware | 1-10308 | 06-0918165 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (I.R.S. Employer Identification Number) |
||
| 9 West
57th Street New York, New York |
10019 | |||
| (Address of principal executive office) |
(Zip Code) |
Registrant’s telephone number, including area code (212) 413-1800
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)
| Item 8.01. Other Events. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1: PRESS RELEASE | ||||||||
| EX-99.2: FORM OF INFORMATION STATEMENT | ||||||||
| Item 8.01. | Other Events. |
On January 6, 2005, Cendant Corporation announced that its board of directors approved the distribution of the mortgage and fleet operations of PHH Corporation to Cendant’s stockholders through the distribution of all of the common stock of PHH Corporation. Cendant will distribute one share of PHH common stock for every 20 shares of Cendant common stock outstanding as of the close of business on January 19, 2005. The transaction will be effective on January 31, 2005 and will be structured as a tax-free distribution of PHH common stock. A copy of Cendant Corporation’s press release dated January 6, 2005 is included as Exhibit 99.1 hereto. In connection with the proposed distribution, Cendant will deliver to its stockholders an information statement, in the form included as Exhibit 99.2 hereto, containing information about the distribution and the business and management of PHH following the distribution, all of which information is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
The following exhibits relating to Item 8.01 shall be deemed “filed” under the Securities Exchange Act of 1934.
| Exhibit | ||
| No. | Description | |
99.1
|
Press release issued by Cendant Corporation dated January 6, 2005. | |
99.2
|
Form of Information Statement to be delivered to Cendant Corporation stockholders. |
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 | |||
| Eric J. Bock | ||||
| Executive Vice President, Law and Corporate Secretary | ||||
Date: January 6, 2005