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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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JULY 19, 2001 (JULY 19, 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)
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ITEM 5. OTHER EVENTS
This Current Report on Form 8-K of the Company is being filed to make
available preliminary pro forma financial information with respect to
the Company's planned acquisition of Galileo International, Inc.
("Galileo") for purposes of incorporating such information by reference
into certain other filings of the Company. This Report also makes
available pro forma financial data giving effect to the following
transactions for the year ended December 31, 2000 and as of and for the
quarter ended March 31, 2001: the acquisition of Avis Group Holdings,
Inc. ("Avis") on March 1, 2001 and various finance-related activities
which occurred during the first and second quarters of 2001, including
the issuances of debt and equity securities and the conversion of the
Company's Feline PRIDES into CD common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
See Exhibit 99.1 attached hereto for the audited Financial Statements
of Galileo as of December 31, 2000 and 1999 and for each of the years
in the three-year period ended December 31, 2000.
See Exhibit 99.2 attached hereto for the unaudited Financial Statements
of Galileo as of March 31, 2001 and for the three months ended March
31, 2001 and 2000.
The Financials Statements of Avis are incorporated by reference from
Avis' Annual Report on Form 10-K for the year ended December 31, 2000
and Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2001, previously filed with the Commission on March 28, 2001 and
May 15, 2001, respectively, and incorporated by reference herein.
(b) Pro Forma Financial Information.
See Exhibit 99.3 attached hereto for Pro Forma Financial Information
giving effect to the planned acquisition of Galileo, the March 1, 2001
acquisition of Avis and various finance-related activities which
occurred during the first and second quarters of 2001.
(c) Exhibits.
See Exhibit Index.
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 thereunto duly authorized.
CENDANT CORPORATION
/s/ Kevin M. Sheehan
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Kevin M. Sheehan
Senior Executive Vice President and
Chief Financial Officer
/s/ Tobia Ippolito
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Tobia Ippolito
Executive Vice President, Finance and
Date: July 19, 2001 Chief Accounting Officer
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit
No. Description
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23.1 Consent of Deloitte & Touche LLP, relating to Avis Group Holdings, Inc.
23.2 Consent of KPMG LLP, relating to Galileo International, Inc.
99.1 Audited Financial Statements of Galileo International, Inc. as of
December 31, 2000 and 1999 and for each of the years in the three-year
period ended December 31, 2000
99.2 Unaudited Financial Statements of Galileo International, Inc. as of
March 31, 2001 and for the three months ended March 31, 2001 and 2000
99.3 Pro Forma Financial Information (unaudited)