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
Date of report (Date of earliest event reported): August 1, 2001
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10308 06-0918165
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
9 West 57th Street New York, New York 10019
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (212) 314-1800
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On August 1, 2001, Cendant Corporation issued two press releases
reiterating that it expects its acquisition of Galileo International, Inc.
to be completed in the third quarter of 2001 as previously announced. A
copy of each press release issued is attached hereto as Exhibit 99.1 and
Exhibit 99.2, respectively, and incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
(a) Exhibits:
Number Description
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99.1 Press Release, dated August 1, 2001, of Cendant Corporation.
99.2 Press Release, dated August 1, 2001, of Cendant Corporation.
SIGNATURES
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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Name: Eric J. Bock
Title: Senior Vice President - Law
and Corporate Secretary
Date: August 1, 2001
INDEX TO EXHIBITS
Number Description
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99.1 Press Release, dated August 1, 2001, of Cendant Corporation.
99.2 Press Release, dated August 1, 2001, of Cendant Corporation.
Exhibit 99.1
CENDANT REITERATES IT EXPECTS TO COMPLETE GALILEO ACQUISITION IN 3Q
2001 AS PREVIOUSLY ANNOUNCED
New York, NY 08-01-2001 -- Cendant Corporation (NYSE: CD) today reiterated
that it expects its acquisition of Galileo International, Inc. (NYSE: GLC)
to be completed in the third quarter of 2001 as previously announced.
Cendant's Chairman, President and CEO, Henry R. Silverman stated: "The
transaction has cleared the U.S. regulatory process and we are confident we
can respond promptly to any European Commission (EC) inquiries.
Furthermore, we expect that any investigation by the Justice Department
will have no impact on the timing of the Galileo transaction. Lastly, in
response to competitor concerns, we continue to emphasize that we will not
bias Galileo, or utilize information obtained through ownership of a GDS,
to favor any Cendant brand."
According to the Company, the EC requested information pertaining to the
relationship between Cendant's Avis unit and Avis Europe plc (London: AVE),
a separate, independently-owned company. Cendant expects the EC to declare
the notification to it complete when that information is furnished within
the next few days. The one-month review period by the EC is also expected
to be reinstated at that time.
Statements about future results made in this release 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. The Company cautions
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 Cendant's Form 10-K/A and
Galileo International, Inc.'s Form 10-K for the year ended December 31,
2000, including the timing of the consummation of the Galileo acquisition
which is expected to close in the third quarter of 2001.
Such forward-looking statements include projections. Such projections were
not prepared in accordance with published guidelines of the American
Institute of Certified Public Accountants or the SEC regarding projections
and forecasts, nor have such projections been audited, examined or
otherwise reviewed by independent auditors of Cendant or its affiliates. In
addition, such projections are based upon many estimates and are inherently
subject to significant economic and competitive uncertainties and
contingencies, many of which are beyond the control of management of
Cendant and its affiliates. Accordingly, actual results may be materially
higher or lower than those projected. The inclusion of such projections
herein should not be regarded as a representation by Cendant or its
affiliates that the projections will prove to be correct.
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over 100
countries.
More information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at
www.Cendant.com or by calling 877-4INFO-CD (877- 446-3623).
Media Contact: Elliot Bloom
212-413-1832
Investor Contacts: Denise Gillen
212-413-1833
Sam Levenson
212-413-1834
Exhibit 99.2
Cendant Clarifies Recently Published Reports Related to the Company's
Proposed Acquisition of Galileo International
NEW YORK, Aug. 1 -- Cendant Corporation (NYSE: CD) today clarified that
contrary to several recently published reports, the HSR waiting period with
respect to Cendant's proposed acquisition of Galileo was terminated early
on July 9, 2001 by the Federal Trade Commission and the Department of
Justice. The reported DOJ inquiry does not result in any impediment to the
closing of the acquisition, which from a U.S. regulatory perspective can
close at any time.
Statements about future results made in this release 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. The Company cautions
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 Cendant's Form 10-K/A and
Galileo International, Inc.'s Form 10-K for the year ended December 31,
2000, including the timing of the consummation of the Galileo acquisition
which is expected to close in the third quarter of 2001.
Such forward-looking statements include projections. Such projections were
not prepared in accordance with published guidelines of the American
Institute of Certified Public Accountants or the SEC regarding projections
and forecasts, nor have such projections been audited, examined or
otherwise reviewed by independent auditors of Cendant or its affiliates. In
addition, such projections are based upon many estimates and are inherently
subject to significant economic and competitive uncertainties and
contingencies, many of which are beyond the control of management of
Cendant and its affiliates. Accordingly, actual results may be materially
higher or lower than those projected. The inclusion of such projections
herein should not be regarded as a representation by Cendant or its
affiliates that the projections will prove to be correct.
Cendant Corporation is primarily a provider of travel and residential real
estate services. With approximately 57,000 employees, New York City-based
Cendant provides these services to businesses and consumers in over 100
countries.
More information about Cendant, its companies, brands and current SEC
filings may be obtained by visiting the Company's Web site at
http://www.Cendant.com or by calling 877-4INFO-CD (877-446-3623).
Media Contact: Elliot Bloom
212-413-1832
Investor Contacts: Denise Gillen
212-413-1833
Sam Levenson
212-413-1834