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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
ebookers plc
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, nominal value 14 pence each
American Depositary Shares, each representing the
right to receive two Ordinary Shares
--------------------------------------------------------------------------------
(Title of Class of Securities)
ADSs: 278725106
Ordinary Shares: 32799E9Q2
--------------------------------------------------------------------------------
(CUSIP Number)
Eric J. Bock
Executive Vice President - Law
and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
Copies to:
David Fox, Esq. John Adebiyi
Skadden, Arps, Slate, Meagher Skadden, Arps, Slate, Meagher
& Flom LLP & Flom (UK), LLP
4 Times Square 40 Bank Street
New York, New York 10036 Canary Wharf
(212) 735-3000 London E14 5DS, England
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 2, 2004
--------------------------------------------------------------------------------
(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 ss.ss.240-13d-1(e), ss. 240.13d-1(f) or
ss.240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 12
SCHEDULE 13D
------------------------------------ --------------------------------
CUSIP No. Ordinary Shares: 32799E9Q2 Page 2 of 12 Pages
ADSs: 278725106 ----- ------
------------------------------------ --------------------------------
---------- ------------------------------------ --------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Cendant Corporation 06-0918165
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC, BK
---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [X]
---------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------- --------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
27,036,778*
OWNED BY
-------- ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
27,036,778*
WITH
---------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,036,778*
---------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
---------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%**
---------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------- --------------------------------------------------------------------
*Amount consists of 27,036,778 ordinary shares (including 295,782 American
Depositary Shares) outstanding on December 2, 2004 subject to the Irrevocables
(as defined below). In addition, options to purchase ordinary shares held by
directors of ebookers are also subject to Irrevocables, as more fully
described in Item 4. On the basis of the number of ordinary shares outstanding
on December 2, 2004, the number of ordinary shares issuable upon the exercise
of options that are vested or will vest within 60 days of December 2, 2004
that are subject to Irrevocables is 3,711,421, including 3,265,921 ordinary
shares issuable upon the exercise of Mr. Dinesh Dhamija's options to acquire
shares equivalent to 5% of ebookers' outstanding ordinary shares as of the
date prior to the date of exercise.
** The calculation of the foregoing percentage is based on the number of
outstanding ordinary shares, 65,318,416, on December 2, 2004 as set forth in
the Merger Agreement (as defined below).
2 of 12
SCHEDULE 13D
------------------------------------ --------------------------------
CUSIP No. Ordinary Shares: 32799E9Q2 Page 3 of 12 Pages
ADSs: 278725106 ----- ------
------------------------------------ --------------------------------
---------- ------------------------------------ --------------------------------
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Cendant UK
Acquisition Corporation
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
---------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------- --------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
-------- ---------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
27,036,778*
OWNED BY
-------- ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
-------- ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON
27,036,778*
WITH
---------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,036,778*
---------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
---------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.4%**
---------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
---------- --------------------------------------------------------------------
*Amount consists of 27,036,778 ordinary shares (including 295,782 American
Depositary Shares) outstanding on December 2, 2004 subject to the
Irrevocables. In addition, options to purchase ordinary shares held by
directors of ebookers are also subject to Irrevocables, as more fully
described in Item 4. On the basis of the number of ordinary shares outstanding
on December 2, 2004, the number of ordinary shares issuable upon the exercise
of options that are vested or will vest within 60 days of December 2, 2004
that are subject to Irrevocables is 3,711,421, including 3,265,921 ordinary
shares issuable upon the exercise of Mr. Dinesh Dhamija's options to acquire
shares equivalent to 5% of ebookers' outstanding ordinary shares as of the
date prior to the date of exercise.
** The calculation of the foregoing percentage is based on the number of
outstanding ordinary shares, 65,318,416, on December 2, 2004 as set forth in
the Merger Agreement.
3 of 12
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 (ordinary shares), nominal value 14
pence in capital each, of ebookers plc, an English company ("ebookers").
ebookers' principal executive offices are located at 25 Farringdon St, London
EC4A 4AB, England.
Item 2. Identity and Background.
(a), (b), (c) and (f). The Statement is filed jointly by Cendant
Corporation, a Delaware corporation ("Cendant"), and Cendant UK Acquisition
Corporation, a Delaware corporation ("Acquirer"). The agreement between
Cendant and the Acquirer relating to the joint filing of this Statement is
attached as Exhibit 12 hereto.
The address of Cendant's principal office and principal business is 9
West 57th Street, New York, New York 10019. The address of the Acquirer's
principal office and principal business is 7 Sylvan Way, Parsippany, New
Jersey 07054.
Cendant is one of the foremost providers of travel and real estate
services in the world. Cendant operates in six business segments--Real Estate
Franchise and Operations, Mortgage Services, Hospitality Services, Travel
Distribution Services, Vehicle Services and Marketing Services. Cendant
businesses provide a wide range of consumer and business services which are
intended to complement one another and create cross-marketing opportunities
both within each segment and between segments. Cendant's Real Estate Franchise
and Operations segment franchises the real estate brokerage businesses of four
residential and one commercial brands, provides real estate brokerage services
and facilitates employee relocations. Cendant's Mortgage Services segment
provides home buyers with mortgage lending services and title, appraisal and
closing services. Cendant's Hospitality Services segment sells and develops
vacation ownership interests, provides consumer financing to individuals
purchasing these interests, facilitates the exchange of vacation ownership
interests, operates nine lodging franchise systems and markets vacation rental
properties in Europe. Cendant's Travel Distribution Services segment provides
primarily global distribution services for the travel industry and travel
agency services. Cendant's Vehicle Services segment operates and franchises
Cendant's vehicle rental businesses and provides commercial fleet management
and fuel card services. Cendant's Marketing Services segment provides
insurance, membership, loyalty and enhancement products and services to
financial institutions and other partners and their customers. With
approximately 90,000 employees, New York City-based Cendant provides these
services to businesses and consumers in over 100 countries.
The Acquirer was incorporated on November 18, 2004 for the purpose of
effecting an acquisition of ebookers (the "Acquisition"), as more fully
described in Item 4. The Acquirer has not engaged, and does not expect to
engage, in any business other than in connection with the Acquisition.
The names, citizenship, business addresses, present principal
occupation or employment, and the name and principal business and address of
any corporation or other organization in which such employment is conducted,
of the directors and executive officers of Cendant and the Acquirer are as set
forth in Schedule A attached hereto and incorporated herein by reference.
(d) and (e). Except as set forth below, neither Cendant, the
Acquirer, nor, to their knowledge, any person listed in Schedule A has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is 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.
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.
4 of 12
Item 3. Source and Amount of Funds or Other Consideration.
Cendant and the Acquirer estimate that the total amount of funds
required to consummate the Acquisition will be approximately (pound)209
million ($404.3 million) plus any related transaction fees and expenses. The
Acquirer will acquire all such funds from Cendant, which currently intends to
use generally available funds including cash on hand and/or Cendant's existing
$3.5 billion revolving credit facility with JPMorgan Chase Bank, N.A., as the
administrative agent, and the lenders names therein for this purpose.
Item 4. Purpose of Transaction.
On December 2, 2004, ebookers, the Acquirer and Cendant entered into
a Merger Agreement (the "Merger Agreement"), which provides, inter alia, for
the implementation of the Acquisition by means of a scheme of arrangement (the
"Scheme") under section 425 of the Companies Act 1985 of the United Kingdom
(or, if applicable, a tender offer to acquire all of the ordinary shares of
ebookers) and contains certain assurances and confirmations between the
parties, including with respect to the implementation of the Scheme and
regarding the conduct of the business of ebookers and its subsidiaries in the
period prior to the closing of the Acquisition. ebookers has also undertaken
not to solicit any other potential offerors and to inform Cendant of the fact
and details of any offer received.
Under the Scheme, each Share outstanding will be cancelled and new
ebookers shares will be issued fully paid to the Acquirer, with ebookers
becoming a wholly owned subsidiary of the Acquirer and Cendant. In
consideration of the cancellation of their Shares (including Shares
represented by ebookers American Depositary Shares ("ADSs")), under the terms
of the Acquisition, holders of Shares will be entitled to receive 320 pence
per ebookers Share in cash and holders of ADSs will be entitled to receive 640
pence per ebookers ADS in cash.
To become effective, the Scheme requires, among other things, the
approval of a majority in number, representing 75 per cent or more in value,
of the ebookers shareholders present and voting in person or by proxy at a
meeting of ebookers shareholders ("Court Meeting") convened pursuant to an
order of the High Court of Justice in England and Wales (the "Court"),
together with the sanction of the Court and the passing of shareholder
resolutions necessary to implement the Scheme at an extraordinary general
meeting of ebookers' shareholders (the "Extraordinary General Meeting"). Upon
such time as the Scheme becomes effective (the "Effective Date"), it will be
binding on all ebookers shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the Extraordinary General Meeting.
The Acquisition is expected to be effective in the first quarter of 2005.
Cendant and the Acquirer have also reserved the right to effect the
Acquisition by means of a tender offer (the "Offer") in the event that a
competing offeror for ebookers emerges.
In connection with the Acquisition, Dinesh Dhamija, Chairman and
Chief Executive Officer of ebookers, Flightbookers Investments Limited
("Flightbookers"), which is controlled by a trust in which Dinesh Dhamija has
an interest, Goldman Sachs Securities Nominees Limited ("Goldman") (as
custodian and registered owner of the Shares beneficially owned by
Flightbookers) and ebookers directors other than Mr. Dhamija have irrevocably
undertaken to vote, or to procure the vote as applicable, in favor of the
Scheme at the Court Meeting and in favor of the resolutions required to effect
the Acquisition to be proposed at the Extraordinary General Meeting (the
"Irrevocables"). The Irrevocables cover a total of 27,036,778 outstanding
Shares (including 26,985,700 outstanding Shares beneficially owned by
Flightbookers and 51,078 outstanding Shares beneficially owned by Directors
other than Mr. Dhamija), together with options held by Mr. Dhamija and the
other directors. Mr. Dhamija holds vested options to acquire (i) 87,336 Shares
and (ii) a number of Shares equivalent to 5% of the outstanding Shares (as of
the day prior to the date of exercise). The Irrevocables will remain binding
in the event that a competing offer for ebookers is announced and also oblige
Flightbookers, Mr. Dhamija and each of the other ebookers Directors to accept,
or procure the acceptance of, any Offer announced by the Acquirer within three
months from the date on which the Scheme does not become effective or is
withdrawn or any condition to which the Scheme is subject becomes incapable of
satisfaction and is not waived in accordance with its terms, provided that the
terms of the Offer are no less favorable than the terms of the Scheme. In
addition, each director of ebookers has agreed pursuant to the Irrevocable
entered into by such director to, among other things, recommend the Scheme to
shareholders and otherwise cooperate with Cendant to implement the Scheme or,
if applicable, the Offer (including convening all necessary meetings of
ebookers shareholders), provided that such actions are consistent with the
fiduciary duties of such director.
Following the implementation of the Scheme, the Shares and ADSs
may be eligible for deregistration pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"). The Acquirer
currently intends to seek to cause ebookers to apply for deregistration of
the Shares and ADSs under the Exchange Act as soon after the completion of
the Acquisition as the requirements for deregistration are met. The
Acquirer also currently intends to seek to cause ebookers to effect the
termination of the American Depositary Receipt program, under which the
ADSs are traded on the Nasdaq National Market, and to delist the ADSs from
the Nasdaq National Market. Similarly, it is intended that the Acquirer
will procure that a request will be made by ebookers to cancel the listing
of the Shares on the Official List of the UK listing authority and to the
London Stock Exchange to cancel the admission to trading of the Shares on the
London Stock Exchange's market for listed
5 of 12
securities so that the Shares will cease to be listed on the Official List on
the Effective Date and the last day of dealing in the Shares on the London
Stock Exchange will be the last dealing day before the Effective Date.
The foregoing summary of certain provisions of the Merger Agreement
and the Irrevocables is not intended to be complete and is qualified in its
entirety by reference to the full text of such agreements. A copy of the
Merger Agreement and the Irrevocables are filed as Exhibits 1 through 11 to
this Statement and are incorporated herein by reference.
Except as set forth in this Item 4, neither Cendant nor the Acquirer
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) Pursuant to the Irrevocables described in Item 4, Cendant and the
Acquirer may be deemed to have beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act) as of December 2, 2004 of 27,036,778 Shares
(which represent approximately 41.4% of the Shares based on the number of
Shares outstanding as of December 2, 2004. In addition, options to purchase
Shares held by directors of ebookers are also subject to Irrevocables, as more
fully described in Item 4. On the basis of the number of Shares outstanding on
December 2, 2004, the number of Shares issuable upon the exercise of options
that are vested or will vest within 60 days of December 2, 2004 that are
subject to Irrevocables is 3,711,421. The 3,711,421 Shares subject to options
include (i) 445,500 Shares issuable upon the exercise of options to acquire
Shares held by Mr. Dhamija and other directors of ebookers and (ii) 3,265,921
Shares issuable upon the exercise of Mr. Dhamija's options to acquire Shares
equivalent to 5% of ebookers' outstanding Shares as of the date prior to the
date of exercise (based on the number of Shares outstanding as of December 2,
2004). Cendant and the Acquirer expressly disclaim any beneficial ownership of
any of the Shares described in Item 4 until such time as all transactions
pursuant to the Scheme are consummated.
(b) The number of Shares that may be deemed to be beneficially owned
by Cendant and the Acquirer (i) with respect to which their sole voting power
is none, (ii) with respect to which their shared voting power is 27,036,778,
(iii) with respect to which their sole dispositive power is none and (iv) with
respect to which their shared dispositive power is 27,036,778. In addition, as
described in Item 4 and Item 5(a) above, Shares issuable upon the exercise of
options to purchase Shares held by directors of ebookers are also subject to
Irrevocables and, if issued, would be treated in the same manner as
outstanding Shares covered by the Irrevocables.
(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) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Other than the Merger Agreement and the exhibits thereto, the
Irrevocables and any other relevant agreements, to the knowledge of Cendant or
the Acquirer, 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
ebookers, 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.
6 of 12
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1 Merger Agreement, dated December 2, 2004, by and among
Cendant Corporation, Cendant UK Acquisition Corporation and
ebookers plc
2 Irrevocable Undertaking, dated December 2, 2004, by Dinesh
Dhamija
3 Irrevocable Undertaking, dated December 2, 2004, by Goldman
Sachs Securities Nominees Limited A/C SEG (as registered
holder of 26,985,700 Shares beneficially owned by
Flightbookers Investments Limited)
4 Irrevocable Undertaking, dated December 1, 2004, by
Flightbookers Investments Limited (as beneficial owner of
26,985,700 Shares)
5 Irrevocable Undertaking, dated December 2, 2004, by David
Gill (as registered and beneficial holder of 1,189 Shares)
6 Irrevocable Undertaking, dated December 2, 2004, by James
Capel Nominees Ltd. (as registered holder of 14,250 Shares
beneficially owned by John Donaldson)
7 Irrevocable Undertaking, dated December 2, 2004, by John
Donaldson (as registered holder and beneficial owner of
2,910 Shares and beneficial owner of 14,250 Shares)
8 Irrevocable Undertaking, dated December 2, 2004, by Tani
Dhamija
9 Irrevocable Undertaking, dated December 2, 2004, by Sudhir
Choudhrie
10 Irrevocable Undertaking, dated December 2, 2004, by Michael
Healy
11 Irrevocable Undertaking, dated December 2, 2004, by James
Joseph Treacy (as beneficial owner of 10,000 ADSs
(representing 20,000 Shares))
12 Joint Filing Agreement, dated December 10, 2004, between
Cendant Corporation and Cendant UK Acquisition Corporation
7 of 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 10, 2004
CENDANT CORPORATION
By: /s/ Eric J. Bock
--------------------------------
Name: Eric J. Bock
Title: Executive Vice President
- Law and Corporate
Secretary
CENDANT UK ACQUISITION CORPORATION
By: /s/ Eric J. Bock
--------------------------------
Name: Eric J. Bock
Title: Executive Vice President
and Secretary
8 of 12
Schedule A
----------
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF CENDANT AND ACQUIRER
Following is a list of each executive officer and director of Cendant
Corporation and Cendant UK 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 Mr. Nasta,
who is a citizen of Belgium) 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 Chairman and Chief Executive Cendant Corporation
Officer 9 West 57th Street
New York, NY 10019
James E. Buckman Vice Chairman, General Counsel Cendant Corporation
9 West 57th Street
New York, NY 10019
Stephen P. Holmes Vice Chairman; Chairman and Chief Cendant Corporation
Executive Officer, Hospitality 1 Campus Drive
Services Division Parsippany, NJ 07054
Ronald L. Nelson President and Chief Financial Cendant Corporation
Officer 9 West 57th Street
New York, NY 10019
Myra J. Biblowit President, The Breast Cancer The Breast Cancer Research
Research Foundation Foundation
654 Madison Avenue
Suite 1209
New York, NY 10021
Leonard S. Coleman Senior Advisor, Major League Cendant Corporation
Baseball 9 West 57th Street
New York, NY 10019
Martin L. Edelman Of Counsel, Paul Hastings Paul, Hastings, Janofsky
Janofsky & Walker LLP & Walker LLP
75 East 55th Street
New York, NY 10022
9 of 12
George Herrera Chair of the Congressional Cendant Corporation
Hispanic Caucus, Corporate 9 West 57th Street
American Task Force Advisory New York, NY 10019
Committee
Cheryl D. Mills Senior Vice President and New York University
Counselor for Operations and 70 Washington Square South
Administration of New York New York, NY 10012
University
The Right Honourable Brian Senior Partner, Ogilvy Renault Ogilvy Renault
Mulroney 1981 McGill College Ave.
Suite 1100
Montreal, Quebec H3A 3C1
Robert E. Nederlander President, Nederlander Nederlander Organization, Inc.
Organization, Inc. 1450 Broadway
20th Floor
New York, NY 10018
Robert W. Pittman Member of, and investor in, Pilot Group, LLC
respectively, Pilot Group Manager 625 Madison Avenue
LLC and Pilot Group LP New York, NY 10022
Pauline D. E. Richards Director of Development, Saltus 108 St. John's Rd.
Grammar School Pembroke HM 09
Hamilton HMJX, Bermuda
Sheli Z. Rosenberg Former Vice Chairwoman, Equity Cendant Corporation
Group Investments, Inc. 9 West 57th Street
New York, NY 10019
Robert F. Smith Former Chairman of the Board, Cendant Corporation
American Remanufacturers Inc. 9 West 57th Street
New York, NY 10019
10 of 12
Executive Officers Who Are Not Directors
----------------------------------------
Name Principal Occupation Address
Samuel L. Katz Senior Executive Vice President; Cendant Corporation
Chairman and Chief Executive 9 West 57th Street
Officer, Travel Distribution New York, NY 10019
Services Division and
Co-Chairman, Marketing Services
Division
Kevin M. Sheehan Senior Executive Vice President; Cendant Corporation
Chairman and Chief Executive 9 West 57th Street
Officer, Vehicle Services Division New York, NY 10019
Richard A. Smith Senior Executive Vice President; Cendant Corporation
Chairman and Chief Executive 1 Campus Drive
Officer, Real Estate Franchise Parsippany, NJ 07054
and Operations Division and
Chairman and Chief Executive
Officer, Mortgage Services
Division
Thomas D. Christopoul Senior Executive Vice President; Cendant Corporation
Co-Chairman and Chief Executive 1 Campus Drive
Officer, Marketing Services Parsippany, NJ 07054
Division
Scott E. Forbes Senior Executive Vice President Cendant Corporation
and Group Managing Director of 1 Campus Drive
Cendant Europe, Middle East and Parsippany, NJ 07054
Africa
Virginia M. Wilson Executive Vice President and Cendant Corporation
Chief Accounting Officer 1 Campus Drive
Parsippany, NJ 07054
Linda C. Coughlin Chief Administrative Officer Cendant Corporation
9 West 57th Street
New York, NY 10019
11 of 12
Cendant UK Acquisition Corporation
Directors
---------
Name Principal Occupation Address
Henry R. Silverman Chairman and Chief Executive Cendant Corporation
Officer of Cendant 9 West 57th Street
New York, NY 10019
James E. Buckman Vice Chairman, General Counsel Cendant Corporation
and Director of Cendant 9 West 57th Street
New York, NY 10019
Ronald L. Nelson President, Chief Financial Cendant Corporation
Officer and Director of Cendant 9 West 57th Street
New York, NY 10019
Executive Officers Who Are Not Directors
----------------------------------------
Name Principal Occupation Address
Samuel L. Katz President and Treasurer of Cendant Corporation
Acquirer; Senior Executive Vice 9 West 57th Street
President; Chairman and Chief New York, NY 10019
Executive Officer, Travel
Distribution Services Division
and Co-Chairman, Marketing
Services Division of Cendant
Ronen Stauber Executive Vice President of Cendant Corporation
Acquirer; Executive Vice 9 West 57th Street
President and Chief Strategic New York, NY 10019
Officer, Travel Distribution
Services Division of Cendant
Eric J. Bock Executive Vice President and Cendant Corporation
Secretary of Acquirer; Executive 9 West 57th Street
Vice President, Law and Corporate New York, NY 10019
Secretary of Cendant
Marius Nasta Senior Vice President of Cendant Europe Ltd
Acquirer; Senior Vice President, Landmark House
Legal and General Counsel Cendant Hammersmith Bridge Road
EMEA London, W6 9EJ, England
12 of 12