UNITED
STATES
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
____________
Date of
Report (Date of earliest event reported) February
16, 2005 (February 15, 2005)
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation) |
1-10308
(Commission
File No.) |
06-0918165
(I.R.S.
Employer
Identification
Number) |
|
9
West 57th
Street
New
York, NY
(Address
of principal
executive
office) |
|
10019
(Zip
Code)
|
Registrant's
telephone number, including area code (212)
413-1800
None
|
(Former
name or former address if changed since last
report) |
|
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)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
|
Item
7.01 |
Regulation
FD Disclosure. |
On
February 15, 2005, we announced the initial public offering of 100% of the
outstanding common stock (40,000,000 shares) of our wholly owned Wright Express
subsidiary. The offering was priced at $18.00 per share. All 40,000,000 shares
of common stock are being sold by us. The common stock will begin trading on the
New York Stock Exchange under the symbol “WXS” on February 16, 2005. The
completion of the initial public offering is scheduled for Tuesday, February 22,
2005, subject to customary closing conditions.
Upon
closing, we will receive approximately $1 billion of proceeds from the
disposition of Wright Express (net of offering expenses), including a special
dividend of approximately $300 million from Wright Express. We will use the
proceeds and dividend to fund the acquisitions of eBookers and Gullivers Travel
Associates, expected to be completed on March 1 and April 1, 2005, respectively.
Cendant expects to record a gain on the sale in the range of $150 million to
$190 million, or $0.13 to $0.17 per share, in the first quarter of
2005. Such gain and the operations of Wright Express will be required to be
presented as a discontinued operation in first quarter 2005. The tax liability
resulting from the gain on sale of Wright Express will be offset by the
utilization of the Company’s existing net operating loss
carryforwards.
A copy of
the prospectus relating to the shares of Wright Express common stock may be
obtained, when available, from J.P. Morgan Securities Inc., Prospectus
Department, One Chase Manhattan Plaza, New York, NY 10081 (Telephone: (212)
552-5164); Credit Suisse First Boston LLC, Prospectus Department, One Madison
Avenue, Level 1B, New York, New York 10010 by faxing a request to (212)
325-8057; or Merrill Lynch & Co. at 4 World Financial Center, New York, New
York 10080 (Telephone: (212) 449-1000).
This
Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the shares of
Wright Express common stock in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
Statements
about future results made in this Item constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based on current expectations and the current economic
environment. We caution that these statements are not guarantees of future
performance. Actual results may differ materially from those expressed or
implied in the forward-looking statements. Important assumptions and other
important factors that could cause actual results to differ materially from
those in the forward-looking statements are specified in our Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2004.
A copy of
the press release announcing the pricing of the Wright Express Initial Public
Offering is attached as Exhibit
99.1 to this
Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
| |
|
|
|
99.1 |
|
Press
Release, dated February 15, 2005.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, 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:
February 16, 2005
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated February 16, 2005 (February 15, 2005)
EXHIBIT
INDEX
| |
|
|
|
99.1 |
|
Press
Release, dated February 15, 2005. |