UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The DeWolfe Companies, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
252115100
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(CUSIP Number)
Eric J. Bock, Esq.
Executive Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street, New York, New York 10019
Telephone: (212) 413-1800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Thomas W. Greenberg, Esq. Kenneth D. Hoffert, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Senior Vice President and General Counsel
Four Times Square NRT Incorporated
New York, New York 10036 339 Jefferson Road
Telephone: (212) 735-3000 Parsippany, New Jersey 07054
Telephone: (973) 240-5000
August 12, 2002
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box [_].
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act.
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cendant Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC; OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY
NUMBER OF OWNED BY EACH REPORTING PERSON
SHARES WITH SOLE VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ---------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 4,112,903 (See Item 5)
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9. SOLE DISPOSITIVE POWER
None
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10. SHARED DISPOSITIVE POWER
4,112,903 (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,903 (See Item 5)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14. TYPE OF REPORTING PERSON
CO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NRT Incorporated
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. NUMBER OF SHARES BENEFICIALLY OWNED
NUMBER OF BY EACH REPORTING PERSON WITH SOLE
SHARES VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ---------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 4,112,903 (See Item 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
None
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10. SHARED DISPOSITIVE POWER
4,112,903 (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,903 (See Item 5)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14. TYPE OF REPORTING PERSON
CO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Timber Acquisition Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
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7. NUMBER OF SHARES BENEFICIALLY OWNED
NUMBER OF BY EACH REPORTING PERSON WITH SOLE
SHARES VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ---------------------------------------------
REPORTING 8. SHARED VOTING POWER
PERSON
WITH 4,112,903 (See Item 5)
---------------------------------------------
9. SOLE DISPOSITIVE POWER
None
---------------------------------------------
10. SHARED DISPOSITIVE POWER
4,112,903 (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,903 (See Item 5)
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[-]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
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14. TYPE OF REPORTING PERSON
CO
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The information set forth in response to each separate Item shall
be deemed to be a response to all Items where such information is relevant.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
shares (the "Shares") of common stock, par value $0.01 per share, of The
DeWolfe Companies, Inc., a Massachusetts corporation (the "Company"). The
principal executive offices of the Company are located at 80 Hayden Avenue,
Lexington, Massachusetts 02421.
Item 2. Identity and Background.
This Statement is filed jointly by Cendant Corporation, a Delaware
corporation ("Cendant"), NRT Incorporated, a Delaware corporation
("Parent"), and Timber Acquisition Corporation, a Massachusetts corporation
("Purchaser"). The agreement by and among Cendant, Parent and Purchaser
relating to the joint filing of this Statement is attached as Exhibit 1
hereto.
Cendant's principal business address is 9 West 57th Street, New
York, New York 10019. Parent's and Purchaser's principal business address
is 339 Jefferson Road, Parsippany, New Jersey 07054.
Cendant is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. Its
businesses provide a wide range of services including real estate
brokerage, hospitality, vehicle rental, travel distribution and financial
institution businesses. Cendant operates in over 100 countries. Parent is
an indirect wholly owned subsidiary of Cendant. Parent is the largest real
estate brokerage firm in the United States. Parent owns and operates real
estate brokerage companies in 24 of the nation's largest metropolitan
areas, doing business under real estate brand names such as COLDWELL
BANKER(R) and ERA(R). Purchaser is a wholly owned subsidiary of Parent and
an indirect wholly owned subsidiary of Cendant and was formed for the
purpose of making a tender offer for all of the outstanding Shares.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of
Cendant, Parent and Purchaser are set forth on Schedule I hereto.
Except as set forth below, during the last five years, neither
Cendant, Parent nor Purchaser, nor, to the best of Cendant's, Parent's and
Purchaser's knowledge, any of the individuals referred to in Schedule I,
has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding violations with respect to such laws.
On June 14, 2000, the Securities and Exchange Commission (the
"SEC") instituted and simultaneously settled an administrative proceeding,
Administrative Proceeding File No. 3-10225, against Cendant in connection
with certain accounting irregularities at the former CUC International,
Inc., which merged with HFS Incorporated in December 1997 to form Cendant.
The SEC found that, as a result of such accounting irregularities, Cendant
violated the periodic reporting, corporate record-keeping and internal
controls provisions of the federal securities laws. Without admitting or
denying the findings contained in the SEC's administrative order, Cendant
consented to the issuance of an SEC order directing Cendant to cease and
desist from committing or causing any violation, and any future violation,
of the periodic reporting, corporate record-keeping and internal controls
provisions of the federal securities laws. No financial penalties were
imposed against Cendant.
Item 3. Source and Amount of Funds or Other Consideration.
Cendant, Parent and Purchaser estimate that the total amount of
funds required to consummate the Offer and the Merger (as each such term is
defined below), including the Shares which are subject to the Tender and
Voting Agreements (as defined below), will be approximately $149 million
plus any related transaction fees and expenses. Purchaser will acquire all
such funds from Parent, which, in turn, intends to use funds contributed to
it by Cendant, which currently intends to use generally available funds for
this purpose.
Item 4. Purpose of Transaction.
On August 12, 2002, Parent, Purchaser and the Company entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which
Purchaser has commenced a tender offer (the "Offer") to purchase all issued
and outstanding Shares at a price of $19.00 per share, net to the seller in
cash. The Merger Agreement provides that as soon as practicable after the
completion of the Offer and satisfaction or waiver, if permissible, of all
conditions to the merger contemplated by the Merger Agreement (the
"Merger"), Purchaser will be merged with and into the Company, with the
Company surviving the Merger as a wholly owned subsidiary of Parent, or, if
Parent, Purchaser or any other subsidiary of Parent acquires at least 90%
of the outstanding Shares, pursuant to the Offer or otherwise, the Company
will be merged with and into Purchaser, with Purchaser continuing as the
surviving corporation. At the effective time of the Merger (the "Effective
Time"), each Share then outstanding (other than Shares held by Parent,
Purchaser, the Company, or any wholly owned subsidiary of Parent or the
Company and other than Shares held by stockholders who are entitled to and
properly exercise appraisal rights) will be converted into the right to
receive $19.00 per Share, without interest.
In connection with the signing of the Merger Agreement, Parent and
Purchaser have also entered into Tender and Voting Agreements, dated August
12, 2002 (the "Tender and Voting Agreements"), with each of Richard B.
DeWolfe, Marcia C. DeWolfe, Patricia A. Griffin, Robert M. Sibcy, Paul J.
Harrington, R. Robert Popeo, James Marcotte, A. Clinton Allen, Robert J.
McCauley and Richard Loughlin (collectively, the "Stockholders"). Pursuant
to the Tender and Voting Agreements, each Stockholder has agreed, among
other things, to tender all of such Stockholder's Shares (approximately 72%
of the Shares outstanding as of July 31, 2002) in the Offer, and to grant
Parent a proxy with respect to the voting of such Stockholder's Shares in
favor of the Merger and against any competing transactions. In addition,
pursuant to the Tender and Voting Agreements, each Stockholder has granted
Parent an option (the "Stockholder Options") to purchase all Shares
beneficially owned or controlled by such Stockholder, which Stockholder
Options are generally exercisable in the event that a Stockholder either
does not tender the Shares into the Offer or withdraws any Shares so
tendered prior to termination of the applicable Tender and Voting
Agreement. Certain Tender and Voting Agreements provide that such
agreements shall terminate immediately upon the termination of the Merger
Agreement.
As an inducement to Cendant's entering into the Merger Agreement,
the Company entered into an Option Agreement on August 12, 2002 (the
"Option Agreement") with Parent and Purchaser, whereby the Company grants
to Purchaser an irrevocable option to purchase up to that number of newly
issued Shares (the "Option Shares") equal to the number of Shares that when
added to the number of Shares owned by Purchaser and its affiliates
immediately following the consummation of the Offer, will constitute 90% of
the Shares on a fully diluted basis (giving effect to the issuance of the
Option Shares) for consideration per Option Share of $19.00 per share. The
Option Agreement was entered into in order to make certain that Purchaser
will beneficially own at least that number of shares required under the
Massachusetts Business Corporation Law to effect the Merger without
requiring a separate approval of stockholders. However, in no event will
the number of Option Shares exceed that number equal to 19.9% of Shares
outstanding on the date of the Option Agreement. No monetary consideration
was paid by Parent or Purchaser to the Company for the option under the
Option Agreement.
The foregoing summary of certain provisions of the Merger
Agreement, the Tender and Voting Agreements and the Option Agreement is not
intended to be complete and is qualified in its entirety by reference to
the full text of such agreements. Copies of the Merger Agreement, forms of
the Tender and Voting Agreements with Richard B. DeWolfe and the other
Stockholders and the Option Agreement are filed as Exhibits 2, 3, 4, and 5,
respectively, to this Statement and are incorporated herein by reference.
Except as set forth in this Item 4, none of Cendant, Parent or
Purchaser has any plans or proposals which relate to or would result in any
of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D (although, subject to the provisions of the Merger Agreement, they
reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) As of August 12, 2002, Cendant, Parent and Purchaser may be
deemed to have beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of the 4,112,903 Shares which are subject to the Tender
and Voting Agreements, which represents approximately 72% of the Shares
(based on the number of Shares outstanding as of July 31, 2002). In
addition, Cendant, Parent and Purchaser may be deemed to have beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
1,140,315 Option Shares (representing 19.9% of the number of Shares of the
Company outstanding on July 31, 2002, as represented by the Company in the
Merger Agreement) if the option granted in the Option Agreement was
exercised and such Option Shares were issued by the Company. Each of
Cendant, Parent and Purchaser expressly disclaims any beneficial ownership
of any of the Shares or Option Shares described in Item 4 until such time
as all transactions under the Merger Agreement, the Tender and Voting
Agreements and the Option Agreement are consummated.
(b) None of Cendant, Parent or Purchaser owns any Shares as to
which it has the sole power to vote or to direct the vote. If Parent were
to exercise the Stockholder Options pursuant to the Tender and Voting
Agreements, Parent would have the power to vote all of the Shares and power
to dispose of the Shares acquired thereunder. Parent also has the power to
vote the Shares in accordance with the terms of the Tender and Voting
Agreements. In addition, if Parent were to acquire Option Shares under the
Option Agreement, Parent would have the sole power to vote and dispose of
the Option Shares acquired thereunder. Unless and until Parent or its
designees, if any, acquires the Shares upon exercise of the Stockholder
Options, or the Option Shares upon exercise of the option under the Option
Agreement, and except as set forth above, neither Parent nor such designee,
if any, has any power to dispose of the Shares or the Option Shares.
(c) Except as described in Item 4 above, to the best of the
knowledge of each of the Reporting Persons, within the past 60 days, none
of the Reporting Persons has engaged in any transactions relating to the
Shares.
(d) Until the Shares are acquired pursuant to the Tender and
Voting Agreements and the Merger Agreement, or until the Option Shares are
acquired pursuant to the Option Agreement, none of the persons listed in
Item 1 has a right to receive dividends from, or the proceeds from the sale
of, the Shares or any Option Shares. If Parent exercises the Stockholder
Options, then Parent or its designee (if any) would have the sole right to
receive dividends on the Shares acquired thereunder.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Other than the Merger Agreement and the exhibits thereto
(including the Option Agreement), and the Tender and Voting Agreements, to
the knowledge of Cendant, Parent or Purchaser, there are no contracts,
arrangements, understandings or relationships among the persons named in
Item 2 or listed on Schedule I and between such persons and any person with
respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangement, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
1. Joint Filing Agreement, dated as of August 22, 2002, by and
among Cendant Corporation, NRT Incorporated and Timber Acquisition Corporation.
2. Agreement and Plan of Merger, dated August 12, 2002, by and
among NRT Incorporated, Timber Acquisition Corporation and The DeWolfe
Companies, Inc. (incorporated herein by reference to Exhibit (d)(1) to the
Tender Offer Statement on Schedule TO filed by Cendant, Parent and
Purchaser on August 14, 2002).
3. Form of Tender and Voting Agreement, dated August 12, 2002, by
and among NRT Incorporated, Timber Acquisition Corporation and each of
Marcia C. DeWolfe, Patricia A. Griffin, Robert M. Sibcy, Paul J.
Harrington, R. Robert Popeo, James Marcotte, A. Clinton Allen, Robert J.
McCauley and Richard Loughlin (incorporated herein by reference to Exhibit
(d)(2) to the Tender Offer Statement on Schedule TO filed by Cendant,
Parent and Purchaser on August 14, 2002).
4. Form of Tender and Voting Agreement, dated August 12, 2002, by
and among NRT Incorporated, Timber Acquisition Corporation and Richard B.
DeWolfe (incorporated herein by reference to Exhibit (d)(3) to the Tender
Offer Statement on Schedule TO filed by Cendant, Parent and Purchaser on
August 14, 2002).
5. Option Agreement, dated as of August 12, 2002, between Timber
Acquisition Corporation and The DeWolfe Companies, Inc. (incorporated
herein by reference to Exhibit (d)(5) to the Tender Offer Statement on
Schedule TO filed by Cendant, Parent and Purchaser on August 14, 2002).
After reasonable inquiry and to the best of each of the
undersigned's knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: August 22, 2002
CENDANT CORPORATION
By: /s/ Eric J. Bock
---------------------------------
Name: Eric J. Bock
Title: Executive Vice President, Law
and Corporate Secretary
NRT INCORPORATED
By: /s/ Thomas J. Freeman
---------------------------------
Name: Thomas J. Freeman
Title: Senior Vice President
TIMBER ACQUISITION CORPORATION
By: /s/ Thomas J. Freeman
----------------------------------
Name: Thomas J. Freeman
Title: Senior Vice President and
Assistant Treasurer
SCHEDULE I
Following is a list of each executive officer and director of
Cendant Corporation, NRT Incorporated and Timber Acquisition Corporation
setting forth the business address and present principal occupation or
employment (and the name and address of any corporation or organization in
which such employment is conducted) of each person. The persons named below
are citizens of the United States (other than Mr. Mulroney, who is a
citizen of Canada) and have not, during the last five years, been convicted
in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of
which they are or were subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Cendant Corporation
Directors
Name Principal Occupation Address
Henry R. Silverman President, Chairman and Chief Cendant Corporation
Executive Officer 9 West 57th Street
New York, NY 10019
James E. Buckman Vice Chairman and General Counsel Cendant Corporation
9 West 57th Street
New York, NY 10019
Stephen P. Holmes Vice Chairman; Chairman and Chief Cendant Corporation
Executive Officer, Cendant 1 Campus Drive
Hospitality Division Parsippany, NJ 07054
Martin L. Edelman Of Counsel, Paul Hastings Paul, Hastings, Janofsky
Janofsky & Walker & Walker LLP
75 East 55th Street
New York, NY 10022
Myra J. Biblowit President, The Breast Cancer The Breast Cancer Research
Research Foundation Foundation
654 Madison Avenue
Suite 1209
New York, NY 10021
The Rt. Hon. Brian Mulroney, P.C., Senior Partner, Ogilvy Renault Ogilvy Renault
L.L.D. 1981 McGill College Ave.
Suite 1100
Montreal, Quebec H3A 3C1
Robert W. Pittman Former Chief Operating Officer AOL Time Warner
75 Rockefeller Plaza
New York, NY 10018
Sheli Z. Rosenberg Vice Chairwoman, Equity Group Equity Group Investments, Inc.
Investments, LLC 2 North Riverside Plaza
Suite 600
Chicago, IL 60606
Leonard S. Coleman Chairman of ARENACO and Cendant Corporation
Senior Advisor to Major League 9 West 57th Street
Baseball New York, NY 10019
Dr. John C. Malone. Chairman, Liberty Media Liberty Media Corporation
Corporation 12300 Liberty Boulevard
Englewood, CO 80112
Robert E. Nederlander President, Nederlander Nederlander Organization, Inc.
Organization, Inc. 1450 Broadway
20th Floor
New York, NY 10018
Cheryl D. Mills Affiliated with New York New York University
University 70 Washington Square South
New York, NY 10012
Robert F. Smith Senior Managing Director, Car Component Tech Inc.
Car Component Tech. Inc. 10 Ironhorse Drive
Bedford, NH 03110
The Honorable William S. Cohen Chairman and Chief Executive The Cohen Group
Officer, The Cohen Group 600 13th Street, NW
Suite 640
Washington, DC 20005
Executive Officers Who Are Not Directors
Name Principal Occupation Address
Kevin M. Sheehan Senior Executive Vice President Cendant Corporation
and Chief Financial Officer 9 West 57th Street
New York, NY 10019
Richard A. Smith Chairman and Chief Executive Cendant Corporation
Officer, Real Estate Division 1 Campus Drive
Parsippany, NJ 07054
John W. Chidsey Chairman and Chief Executive Cendant Corporation
Officer, Financial Services 6 Sylvan Way
Division and Vehicle Services Parsippany, NJ 07054
Division
Samuel L. Katz Senior Executive Vice President, Cendant Corporation
Chief Strategic Officer and 9 West 57th Street
Chairman and Chief Executive New York, NY 10019
Officer of the Travel
Distribution Division
Thomas D. Christopoul Senior Executive Vice President Cendant Corporation
and Chief Administrative Officer 1 Campus Drive
Parsippany, NJ 07054
Tobia Ippolito Executive Vice President and Cendant Corporation
Chief Accounting Officer 1 Campus Drive
Parsippany, NJ 07054
NRT Incorporated
Directors
Name Principal Occupation Address
James E. Buckman Vice Chairman of Cendant Cendant Corporation
9 West 57th Street
New York, NY 10019
Richard A. Smith Chairman and Chief Executive Cendant Corporation
Officer, Real Estate Division 1 Campus Drive
Parsippany, NJ 07054
Executive Officers Who Are Not Directors
Name Principal Occupation Address
Robert M. Becker President and Chief Executive NRT Incorporated
Officer 339 Jefferson Road
Parsippany, NJ 07054
Michael R. Good Executive Vice President NRT Incorporated
339 Jefferson Road
Parsippany, NJ 07054
Kevin R. Greene Senior Vice President and Chief NRT Incorporated
Financial Officer 339 Jefferson Road
Parsippany, NJ 07054
Thomas J. Freeman Senior Vice President of NRT Incorporated
Acquisitions 339 Jefferson Road
Parsippany, NJ 07054
Kenneth D. Hoffert Senior Vice President and General NRT Incorporated
Counsel 339 Jefferson Road
Parsippany, NJ 07054
Timber Acquisition Corporation
------------------------------
Directors
Name Principal Occupation Address
James E. Buckman Vice Chairman of Cendant Cendant Corporation
9 West 57th Street
New York, NY 10019
Richard A. Smith Chairman and Chief Executive Cendant Corporation
Officer, Real Estate Division 1 Campus Drive
Parsippany, NJ 07054
Executive Officers Who are Not Directors
Name Principal Occupation Address
Eric J. Bock Executive Vice President, Law and Cendant Corporation
Corporate Secretary, Cendant 9 West 57th Street
New York, NY 10019
Index to Exhibits
Exhibit
Number Document
------ --------
1. Joint Filing Agreement, dated August 22, 2002, between
Cendant Corporation, NRT Incorporated and Timber Acquisition
Corporation.
2. Agreement and Plan of Merger, dated August 12, 2002, by and
among NRT Incorporated, Timber Acquisition Corporation and
The DeWolfe Companies, Inc. (incorporated herein by reference
to Exhibit (d)(1) to the Tender Offer Statement on Schedule
TO filed by Cendant Corporation, NRT Incorporated and Timber
Acquisition Corporation on August 14, 2002).
3. Form of Tender and Voting Agreement, dated August 12, 2002,
by and among NRT Incorporated, Timber Acquisition Corporation
and each of Marcia C. DeWolfe, Patricia A. Griffin, Robert M.
Sibcy, Paul J. Harrington, R. Robert Popeo, James Marcotte,
A. Clinton Allen, Robert J. McCauley and Richard Loughlin
(incorporated herein by reference to Exhibit (d)(2) to the
Tender Offer Statement on Schedule TO filed by Cendant
Corporation, NRT Incorporated and Timber Acquisition
Corporation on August 14, 2002).
4. Form of Tender and Voting Agreement, dated August 12, 2002,
by and among NRT Incorporated, Timber Acquisition Corporation
and Richard B. DeWolfe (incorporated herein by reference to
Exhibit (d)(3) to the Tender Offer Statement on Schedule TO
filed by Cendant Corporation, NRT Incorporated and Timber
Acquisition Corporation on August 14, 2002).
5. Option Agreement, dated as of August 12, 2002, between Timber
Acquisition Corporation and The DeWolfe Companies, Inc.
(incorporated herein by reference to Exhibit (d)(5) to the
Tender Offer Statement on Schedule TO filed by Cendant
Corporation, NRT Incorporated and Timber Acquisition
Corporation on August 14, 2002).
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") this will confirm the
agreement by and between the undersigned that the Statement on Schedule 13D
(the "Statement") filed on this date relating to the Agreement and Plan of
Merger, dated August 12, 2002 (the "Merger Agreement"), by and among NRT
Incorporated, a Delaware corporation ("Parent") and a wholly owned
subsidiary of Cendant Corporation, a Delaware corporation ("Cendant"),
Timber Acquisition Corporation, a Massachusetts corporation and a wholly
owned subsidiary of Parent (the "Purchaser"), and The DeWolfe Companies,
Inc., a Massachusetts corporation (the "Company").
Each of the undersigned hereby acknowledges that pursuant to Rule
13d-1(k) promulgated under the Exchange Act, as amended, that each person
on whose behalf the Statement is filed is responsible for the timely filing
of such statement and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; and
that such person is not responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in one or more counterparts by each
of the undersigned, and each of which, taken together, shall constitute one
and the same instrument.
Date: August 22, 2002
CENDANT CORPORATION
By: /s/ Eric J. Bock
-------------------------------
Name: Eric J. Bock
Title: Executive Vice President, Law and
Corporate and Secretary
NRT INCORPORATED
By: /s/ Thomas J. Freeman
-------------------------------
Name: Thomas J. Freeman
Title: Senior Vice President
TIMBER ACQUISITION CORPORATION
By: /s/ Thomas J. Freeman
------------------------------
Name: Thomas J. Freeman
Title: Senior Vice President and
Assistant Treasurer