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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 16, 2001 (AUGUST 13, 2001)
(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 JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NUMBER)
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 5. OTHER EVENTS
EXCEPT AS EXPRESSLY INDICATED OR UNLESS THE CONTEXT OTHERWISE REQUIRES,
"CENDANT", "WE", "OUR", OR "US" MEANS CENDANT CORPORATION, A DELAWARE
CORPORATION, AND ITS SUBSIDIARIES.
CHEAP TICKETS, INC. ACQUISITION
On August 13, 2001, we announced that we have signed a definitive
agreement with Cheap Tickets, Inc. for us to acquire all of the outstanding
common stock of Cheap Tickets at a price of $16.50 per share, or approximately
$425 million in cash. As contemplated by the acquisition agreement, we will
commence a tender offer within 10 days for any and all shares of Cheap Tickets
common stock. The transaction is expected to close in the fall of 2001 following
the satisfaction of customary closing conditions, including Hart Scott Rodino
approval. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference in its entirety.
GALILEO ACQUISITION
On August 8, 2001, the European Commission acknowledged receipt of
Cendant's notification of its proposed acquisition of Galileo International,
Inc. effective August 9, 2001 after the parties submitted additional
information. The new one month review period is scheduled to expire on September
11, 2001.
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
Senior Vice President, Law
and Secretary
Date: August 16, 2001
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
REPORT DATED AUGUST 16, 2001 (AUGUST 13, 2001)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated August 13, 2001, Cendant Corporation to
Acquire Cheap Tickets, Inc. for $16.50 per Share or
approximately $280 Million Net of Cash