UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cheap Tickets, Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
162672109
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(CUSIP Number)
Eric J. Bock, Esq.
Senior Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street, New York, NY 10019
Telephone: (202) 431-1836
Copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94301
(650) 470-4500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 13, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
Page 1 of 11
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 2 of 11
SCHEDULE 13D
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CUSIP No. 162672109 Page 2 of 10 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cendant Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
None
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 10,960,637 (See Item 5)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
None
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
10,960,637 (See Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,960,637 (See Item 5)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See Instructions) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
47%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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Page 3 of 11
This Statement on Schedule 13D (this "Schedule 13D") relates to the
Agreement and Plan of Merger, dated August 13, 2001 (the "Merger Agreement") by
and among Cendant Corporation, a Delaware corporation ("Parent"), Diamondhead
Acquisition Corporation, a Delaware corporation and an wholly owned subsidiary
of Parent (the "Purchaser") and Cheap Tickets, Inc., a Delaware corporation (the
"Company"). Pursuant to the Merger Agreement, on August 23, 2001, the Purchaser
commenced a tender offer (the "Offer") to purchase all issued and outstanding
shares of common stock ("Common Stock"), par value $0.001 per share (the
"Shares"), of the Company at a price of $16.50 per share, net to the seller in
cash. Following the Offer, it is expected that the Purchaser will be merged with
and into the Company (the "Merger"), and the Company will be the surviving
corporation in the Merger. At the effective time of the Merger, each share of
Common Stock then outstanding (other than shares held by Parent, the Purchaser
or any other wholly owned subsidiary of Parent), will be canceled and retired
and converted into the right to receive $16.50 per Share or any higher price per
Share paid in the Offer, in cash payable to the holder thereof without interest.
The Merger Agreement has been filed as Exhibit (d)(1) to the Tender Offer
Statement on Schedule TO filed by Parent and the Purchaser on August 23, 2001
(the "Schedule TO"), and is incorporated herein by reference. The Offer to
Purchase setting forth the terms of the Offer has been filed as Exhibit
(a)(1)(A) to the Schedule TO (the "Offer to Purchase") and is incorporated
herein by reference. The Company filed a Solicitation/Recommendation Statement
on Schedule 14D-9 relating to the Offer and the Merger on August 23, 2001.
This Schedule 13D also relates to the Stockholder Agreement, dated
August 13, 2001, among Parent, the Purchaser and the stockholders of the Company
who are signatories to such agreement (the "Stockholders Agreement"). Pursuant
to the Stockholder Agreement, such stockholders have agreed to tender the Shares
held by them in the Offer and to grant Parent a proxy with respect to the voting
of such Shares in favor of the Merger upon the terms and subject to the
conditions set forth therein. In addition, each Stockholder has granted Parent
an option to purchase all Shares beneficially owned or controlled by such
Stockholder as of the date of the Stockholder Agreement, or beneficially owned
or controlled by such Stockholder at any time thereafter (including, without
limitation, Shares acquired by way of exercise of options, warrants or other
rights to purchase shares of Common Stock), subject to certain conditions. The
Stockholder Agreement has been filed as Exhibit (d)(2) to the Schedule TO and is
incorporated herein by reference.
The information set forth in response to each separate Item shall be
deemed to be a response to all Items where such information is relevant.
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.001 per share (the "Common Stock"), of Cheap Tickets, Inc.,
a Delaware corporation ("Cheap Tickets"). The principal executive offices of
Cheap Tickets are located at 1440 Kapiolani Blvd, Honolulu, HI 96814.
Page 4 of 11
Item 2. Identity and Background.
(a) The name of the person filing this Statement is Cendant Corporation,
a Delaware corporation ("Cendant").
(b) The address of Cendant's principal office and principal business is 9
West 57th Street, New York, NY 10019.
(c) Cendant is a diversified global provider of business and consumer
services primarily within the real estate and travel sectors. The
Company's fee-for-service businesses include hotel, real estate and
tax preparation franchising; rental cars, fleet leasing and fuel
cards; mortgage origination and employee relocation; customer loyalty
programs; vacation exchange and rental services and vacation interval
sales. Other business units include the UK's largest private car park
operator and electronic reservations processing for the travel
industry. With headquarters in New York City, the Company has
approximately 60,000 employees and operates in over 100 countries.
Cendant's principal executive offices are located at 9 West 57th
Street, New York, New York 10019.
(d) On June 14, 2000, the Securities and Exchange Commission (the "SEC")
instituted and simultaneously settled an administrative proceeding,
Administrative Proceeding File No. 3-10225, against Cendant in
connection with certain accounting irregularities at the former CUC
International, Inc., which merged with HFS Incorporated in December
1997 to form Cendant. The SEC found that, as a result of such
accounting irregularities, Cendant violated the periodic reporting,
corporate record-keeping and internal controls provisions of the
federal securities laws. Without admitting or denying the findings
contained in the SEC's administrative order, Cendant consented to the
issuance of an SEC order directing Cendant to cease and desist from
committing or causing any violation, and any future violation, of the
periodic reporting, corporate record-keeping and internal controls
provisions of the federal securities laws. No financial penalties
were imposed against Cendant.
(e) Except as set forth in response to this Item 2, during the last five
years, neither Cendant nor, to the best of Cendant's knowledge, any
of the individuals referred to in Schedule A, has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws, or finding violations with respect to such laws.
(f) The name, business address, present principal occupation and
citizenship of each executive officer and director is set forth in
Schedule A to this Schedule 13D and is specifically incorporated
herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
Page 5 of 11
The information set forth in the section entitled "THE TENDER OFFER -
10. Source and Amount of Funds" of the Offer to Purchase is incorporated herein
by reference. The Purchaser will acquire all funds from Parent, which currently
intends to use generally available corporate funds (which include the proceeds
of recent issuances of debt securities) for this purpose.
Item 4. Purpose of Transaction.
The information set forth in the sections entitled "INTRODUCTION",
"THE TENDER OFFER - 11. Background of the Offer", "THE TENDER OFFER - 12.
Purpose of the Offer; Plans for the Company", "THE TENDER OFFER - 13. The Merger
Agreement and the Stockholder Agreement" and "THE TENDER OFFER - 7. Effect of
the Offer on the Market for the Shares; Stock Listing; Exchange Act
Registration; Margin Regulations" of the Offer to Purchase is incorporated
herein by reference. This Schedule 13D relates to the transactions contemplated
by the Merger Agreement, and the Stockholder Agreement. Copies of the Merger
Agreement and the Stockholder Agreement, attached as Exhibits (d)(1) and (d)(2),
respectively, to the Schedule TO, are incorporated herein by reference.
Except as set forth in this Item 4, neither Parent nor the Purchaser
has any plans or proposals which relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a), (c) The information set forth in each of the sections entitled
"INTRODUCTION," "THE TENDER OFFER - 8. Certain Information Concerning the
Company," "THE TENDER OFFER - 9. Certain Information Concerning Parent and the
Purchaser," "THE TENDER OFFER - 11. Background of the Offer", "THE TENDER OFFER-
12. Purpose of the Offer; Plans for the Company," "THE TENDER OFFER - 13. The
Merger Agreement and the Stockholder Agreement" and Schedule I of the Offer to
Purchase is incorporated herein by reference.
(b) The number of Shares of the Company that may be deemed to be
beneficially owned by Parent (i) with respect to which their sole voting power
is none, (ii) with respect to which their shared voting power is 10,960,637,
(iii) with respect to which their sole dispositive power is none, and (iv) with
respect to which their shared dispositive power is 10,960,637.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The information set forth in each of the sections entitled "THE TENDER
OFFER - 11. Background of the Offer", "THE TENDER OFFER - 12. Purpose of the
Offer; Plans for the Company", "THE TENDER OFFER - 13. The Merger Agreement and
the Stockholder Agreement," "THE TENDER OFFER - 8. Certain Information
Concerning the Company" and
Page 6 of 11
"THE TENDER OFFER - 9. Certain Information Concerning Parent and the Purchaser"
in the Offer to Purchase is incorporated herein by reference.
Other than the Merger Agreement and the exhibit thereto, and the
Stockholder Agreement, and as set forth below, to the knowledge of Parent, there
are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 and between such persons and any person with respect to
any securities of Cheap Tickets, including but not limited to transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangement, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
1.* Agreement and Plan of Merger, dated August 13, 2001 by and among
Cendant Corporation, Diamondhead Acquisition Corporation and Cheap Tickets, Inc.
2.* Stockholder Agreement, dated August 13, 2001, by and among Cendant
Corporation, Diamondhead Acquisition Corporation and certain stockholders of
Cheap Tickets, Inc.
3.* Offer to Purchase, dated August 23, 2001.
4. Joint Filing Agreement, dated as of August 23, 2001 between Parent
and Purchaser.
* Incorporated by reference to the Tender Offer Statement on Schedule TO filed
by Cendant Corporation and Diamondhead Acquisition Corpoaration on August 23,
2001.
Page 7 of 11
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Cendant Corporation
Dated: August 23, 2001 By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President,
Law and Corporate Secretary
Page 8 of 11
SCHEDULE A TO SCHEDULE 13D
Following is a list of each executive officer and director of Cendant
Corporation setting forth the business address and present principal employment
(and the name and address of any corporation or organization in which such
employment is conducted) of each person. The persons named below are citizens of
the United States (other than Mr. Mulroney, who is a citizen of Canada) and have
not, during the last five years, been convicted in a criminal proceeding or been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which they are or were subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
DIRECTORS
(INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Name Principal Occupation Address
Henry R. Silverman President, Chairman and Chief Cendant Corporation
Executive Officer 9 West 57th Street
New York, NY 10019
James E. Buckman Vice Chairman and Cendant Corporation
General Counsel 9 West 57th Street
New York, NY 10019
Stephen P. Holmes Vice Chairman; Chairman and Cendant Corporation
Chief Executive Officer, 6 Sylvan Way
Cendant Travel Division Parsippany, NJ 07054
Martin Edelman Of Counsel, Paul Hastings Paul, Hastings, Janofsky & Walker
Janofsky & Walker LLP
399 Park Avenue
New York, NY 10022
Myra J. Biblowit President, The Breast Cancer The Breast Cancer Research
Research Foundation Foundation
Suite 1209
654 Madison Avenue
New York, NY 10021
Page 9 of 11
The Rt. Hon. Brian Mulroney, Senior Partner, Ogilvy Renault Ogilvy Renault
P.C., LL.D. 1981 McGill College Ave.
Suite 1100
Montreal, Quebec H3A 3C1
Robert W. Pittman President and Co-Chief AOL Time Warner, Inc.
Operating Officer, AOL Time 22000 AOL Way
Warner, Inc. Dulles, VA 20166
Sheli Z. Rosenberg Vice Chairwoman, Equity Group Equity Group Investments, Inc.
Investments, Inc. 2 N. Riverside Plaza
Suite 600
Chicago, IL 60606
Leonard S. Coleman Senior Advisor, Cendant Corporation
Major League Baseball 9 West 57th Street
New York, NY 10019
John C. Malone, Ph.D. Chairman, Liberty Media Liberty Media Corporation
Corporation 9197 South Pioria St.
Englewood, CO 80112
Robert E. Nederlander President, Nederlander Nederlander Organization, Inc.
Organization, Inc. 1450 Broadway
20th Floor
New York, NY 10018
Cheryl D. Mills Senior Vice President, Oxygen Media, Inc.
Corporate Policy and Public New York, NY 10011
Programming, Oxygen Media, Inc. 75 Ninth Avenue
New York, NY 10018
Robert F. Smith Senior Managing Director, Car Component Technologies, Inc.
Car Component Technologies, Inc. 10 Ironhorse Drive
Bedford, NH 03110
Secretary William S. Cohen Chairman and Chief Executive The Cohen Group
Officer, The Cohen Group 600 13th St. NW
Suite 640
Washington, DC 20005
Page 10 of 11
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Principal Occupation Address
Kevin M. Sheehan Senior Executive Vice President Cendant Corporation
and 6 Sylvan Way
Chief Financial Officer Parsippany, NJ 07054
Richard A. Smith Chairman and Chief Executive Cendant Corporation
Officer, Real Estate Division 6 Sylvan Way
Parsippany, NJ 07054
John W. Chidsey Chairman and Chief Executive Cendant Corporation
Officer, Diversified Services 6 Sylvan Way
Division Parsippany, NJ 07054
Samuel L. Katz Chief Strategic Officer and Cendant Corporation
Senior Executive Vice 9 West 57th Street
President, Strategic and New York, NY 10019
Business Development
Thomas D. Christopoul Senior Executive Vice President Cendant Corporation
and Chief Administrative Officer 6 Sylvan Way
Parsippany, NJ 07054
Toby Ippolito Executive Vice President and Cendant Corporation
Chief Accounting Officer 6 Sylvan Way
Parsippany, NJ 07054
Page 11 of 11