Cendant Corporation 8-K dated July 25, 2006
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) July
25, 2006
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
| |
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-10308
(Commission
File No.)
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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 Exchange 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))
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Cendant
intends to post in the “Investor Center” section of its website at www.cendant.com
additional supplemental information related to Avis Budget Car Rental, LLC
and
its subsidiaries, the companies that make up Cendant's vehicle rental business.
The information includes estimated financial information of Avis Budget Car
Rental and its subsidiaries for the remainder of 2006. The vehicle rental
business will continue to be owned by Cendant following the completion of the
separation of Cendant into four separate companies.
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Item
8.01
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Regulation
Other Events.
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In
connection with Cendant’s previously announced proposed sale of its travel
distribution services subsidiary, Travelport, Cendant’s Travelport business will
be classified as “Held for Sale” under generally accepted accounting principles
(“GAAP”) within Cendant’s balance sheet for second quarter 2006. Additionally,
the Travelport business will be classified as Discontinued Operations within
Cendant’s income statements. In connection with classifying Travelport as “Held
for Sale, ” Cendant expects to record a non-cash impairment charge under GAAP in
an amount estimated to be in excess of $1 billion during second quarter 2006.
The charge is expected to result from the difference between the sale price
for
Travelport of $4.3 billion (which is subject to certain adjustments) pursuant
to
the definitive sale agreement, and the historical carrying value of the
Travelport net assets. Cendant is still in the process of calculating the
impairment; therefore, the estimated charge provided above is subject to change
as the carrying value of the Travelport assets and liabilities is still being
evaluated. Furthermore, Cendant may incur an additional loss upon the completion
of a sale of Travelport in
connection with certain transaction-specific costs that Cendant may not
recognize until the sale is consummated.
Certain
statements in this Current Report on Form 8-K constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Cendant to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Statements preceded by, followed by or that otherwise include the
words "believes", "expects", "anticipates", "intends", "projects", "estimates",
"plans", "may increase", "may fluctuate" and similar expressions or future
or
conditional verbs such as "will", "should", "would", "may" and "could" are
generally forward-looking in nature and not historical facts. Any statements
that refer to expectations or other characterizations of future events,
circumstances or results are forward-looking statements. Cendant cannot provide
any assurances that the separation or any of the proposed transactions related
thereto (including the proposed sale of the Travelport) will be completed,
nor
can it give assurances as to the terms on which such transactions will be
consummated. These transactions are subject to certain conditions precedent.
Various
risks that could cause future results to differ from those expressed by the
forward-looking statements included in this Current Report on Form 8-K include,
but are not limited to risks inherent in the contemplated separation and related
transactions (including the proposed sale of Travelport). In light of these
risks, uncertainties, assumptions and factors, the forward-looking events
discussed in this Current Report on Form 8-K may not occur. You are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date
stated,
or if no date is stated, as of the date of this Current Report on Form 8-K.
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 10-K for the year ended December 31, 2005 and Cendant’s
Form 10-Q for the three months ended March 31, 2006, including under headings
such as "Forward-Looking Statements", "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Except for our ongoing obligations to disclose material information under the
federal securities laws, we undertake no obligation to release any revisions
to
any forward-looking statements, to report events or to report the occurrence
of
unanticipated events unless required by law.
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.
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CENDANT
CORPORATION
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By:
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/s/
Virginia M. Wilson
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Virginia
M. Wilson
Executive
Vice President and Chief Accounting
Officer
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Date:
July 25, 2006