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
Commission File Number 1-10308
JULY 31, 2001 (JULY 24, 2001)
Date of Report (Date Of Earliest Event Reported)
CENDANT CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 06-0918165
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
9 WEST 57TH STREET, NEW YORK, NEW YORK 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.
On July 24, 2001, Cendant Corporation (the "Company") filed a
Prospectus Supplement, dated July 20, 2001, to the Prospectus dated November 18,
1998, included as part of the Registration Statement on Form S_3 of the Company,
Cendant Capital II and Cendant Capital III (File Nos. 333-49405 and 333-65456)
(the "Registration Statement"), relating to the offering of up to 17,250,000 of
the Company's Upper DECS(sm). On July 20, 2001, the Company entered into an
Underwriting Agreement with Salomon Smith Barney Inc., relating to the offering
and sale by the Company of up to 17,250,000 Upper DECS under the Registration
Statement. Each Upper DECS consists of (i) a forward purchase contract under
which the holder agreed to purchase from the Company and the Company agreed to
sell shares of its CD common stock on August 17, 2004 and (ii) a senior note due
August 17, 2006 of the Company. In connection with this offering, the Company is
filing certain exhibits as part of this Form 8-K. See "Item 7. Exhibits." A copy
of certain agreements relating to the offering and the press release regarding
the offering are attached hereto as exhibits and are incorporated by reference
in their entirety.
ITEM 7. EXHIBITS.
(c) Exhibits
Exhibit
No. Description
------- -----------
1.1 Underwriting Agreement, dated July 20, 2001, between Cendant
Corporation and Salomon Smith Barney Inc.
4.1 Indenture, dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of New
York, as trustee (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 of Cendant Corporation
(Registration No. 333-45227)).
4.2 Fourth Supplemental Indenture, dated as of July 27, 2001, between
Cendant Corporation and The Bank of Nova Scotia Trust Company of
New York, as trustee.
4.3 Form of Note Senior Note (included in Exhibit 4.2).
4.4 Forward Purchase Contract Agreement, dated as of July 27, 2001,
between Cendant Corporation and Bank One Trust Company, National
Association, as Forward Purchase Contract Agent.
4.5 Form of Upper DECS Certificate (included in Exhibit 4.4).
4.6 Form of Stripped DECS Certificate (included in Exhibit 4.4).
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4.7 Pledge Agreement, dated as of July 27, 2001, among Cendant
Corporation, The Chase Manhattan Bank, as Collateral Agent, and
Bank One Trust Company, National Association, as Forward Purchase
Contract Agent.
4.8 Remarketing Agreement, dated as of July 27, 2001, among Cendant
Corporation, Bank One Trust Company, National Association, as
Forward Purchase Contract Agent, and Salomon Smith Barney Inc.,
as Remarketing Agent.
5.1 Opinion of Eric J. Bock regarding the legality of the Upper DECS.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to tax
matters.
99.1 Press Release issued by Cendant Corporation dated July 30, 2001.
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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 hereunder duly authorized.
CENDANT CORPORATION
By:/s/ Eric J. Bock
-----------------------------------------
Eric J. Bock
Senior Vice President, Law
and Corporate Secretary
Date: July 31, 2001
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED JULY 31, 2001 (JULY 24, 2001)
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 Underwriting Agreement, dated July 20, 2001, between Cendant
Corporation and Salomon Smith Barney Inc.
4.1 Indenture, dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of New
York, as trustee (incorporated by reference to Exhibit 4.2 to the
Registration Statement on Form S-3 of Cendant Corporation
(Registration No. 333-45227)).
4.2 Fourth Supplemental Indenture, dated as of July 27, 2001, between
Cendant Corporation and The Bank of Nova Scotia Trust Company of
New York, as trustee.
4.3 Form of Note Senior Note (included in Exhibit 4.2).
4.4 Forward Purchase Contract Agreement, dated as of July 27, 2001,
between Cendant Corporation and Bank One Trust Company, National
Association, as Forward Purchase Contract Agent.
4.5 Form of Upper DECS Certificate (included in Exhibit 4.4).
4.6 Form of Stripped DECS Certificate (included in Exhibit 4.4).
4.7 Pledge Agreement, dated as of July 27, 2001, among Cendant
Corporation, The Chase Manhattan Bank, as Collateral Agent, and
Bank One Trust Company, National Association, as Forward Purchase
Contract Agent.
4.8 Remarketing Agreement, dated as of July 27, 2001, among Cendant
Corporation, Bank One Trust Company, National Association, as
Forward Purchase Contract Agent, and Salomon Smith Barney Inc.,
as Remarketing Agent.
5.1 Opinion of Eric J. Bock regarding the legality of the Upper DECS.
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to tax
matters.
99.1 Press Release issued by Cendant Corporation dated July 30, 2001.
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