UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Trendwest Resorts, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
894917103
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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:
David Fox, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 30, 2002
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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 17
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 17
SCHEDULE 13D
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CUSIP No. 894917103 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cendant Corporation (I.R.S. Identification No. 06-0918165)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
None (see Items 3, 4 and 5)
NUMBER OF ----------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None (see Items 3, 4 and 5)
EACH ----------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None (see Items 3, 4 and 5)
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10 SHARED DISPOSITIVE POWER
35,134,980(see Items 3, 4 and 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,134,980 (see Items 3, 4 and 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.1% (see Items 3, 4 and 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 17
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CUSIP No. 894917103 Page 4 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tornado Acquisition Corp. (I.R.S. Identification No. None)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
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7 SOLE VOTING POWER
None (see Items 3, 4 and 5)
NUMBER OF ----------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY None (see Items 3, 4 and 5)
EACH ----------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH None (see Items 3, 4 and 5)
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10 SHARED DISPOSITIVE POWER
35,134,980(see Items 3, 4 and 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,134,980 (see Items 3, 4 and 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.1% (see Items 3, 4 and 5)
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 4 of 17
This Statement on Schedule 13D relates to the Stock Purchase
Agreement, dated March 30, 2002, by and among Cendant Corporation, a Delaware
corporation, Tornado Acquisition Corp., an Oregon corporation and a wholly owned
subsidiary of Cendant Corporation, JELD-WEN, inc., an Oregon corporation, and
certain other shareholders of Trendwest Resorts, Inc., an Oregon corporation.
This Statement on Schedule 13D also relates to the Stock Option Agreement, dated
March 30, 2002, by and among Cendant Corporation, Tornado Acquisition Corp. and
Trendwest Resorts, Inc.
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, no par value, of Trendwest Resorts, Inc., an Oregon corporation
("Trendwest" or the "Company"). The principal executive offices of Trendwest are
located at 98052 Willows Road, Redmond, WA 98052.
Item 2. Identity and Background.
(a) The name of the persons filing this Statement are Cendant Corporation,
a Delaware corporation ("Cendant" or "Parent") and Tornado Acquisition
Corp., an Oregon corporation and wholly owned subsidiary of Cendant
("Merger Sub").
(b) The address of Cendant's and Merger Sub'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. Merger Sub is a newly-incorporated
entity formed by Cendant for the sole purposes of acquiring ownership
of Trendwest.
(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
Page 5 of 17
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.
(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 of each of Cendant
and Merger Sub is set forth in Schedule A to this Statement and is
specifically incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration.
JELD-WEN, inc., an Oregon corporation ("Majority Shareholder") and
certain other shareholders of Trendwest entered into a Stock Purchase Agreement,
dated March 30, 2002, by and between Cendant, Tornado Acquisition Corp., an
Oregon corporation and a wholly owned subsidiary of Cendant ("Merger Sub"),
Majority Shareholder and such other shareholders of Trendwest (the "Stock
Purchase Agreement"). Under the terms of the Stock Purchase Agreement, Merger
Sub will purchase (the "Stock Purchase") all shares of Trendwest Common Stock
held at the time of purchase by Majority Shareholder and certain other
shareholders of Trendwest (the "Stock Purchase") in exchange for a number of
shares of common stock of Cendant, par value $0.01 per share, designated as CD
common stock ("Parent Common Stock") equal to the Majority Shareholder Exchange
Ratio (as described below) per share of Trendwest Common Stock. Majority
Shareholder and the other shareholders party to the Stock Purchase Agreement
have agreed in the Stock Purchase Agreement not to transfer to any person any of
their shares of Trendwest Common Stock prior to termination of the Stock
Purchase Agreement. The shares of Trendwest Common Stock held by Majority
Shareholder and the other shareholders party to the Stock Purchase Agreement,
together with approximately 400,000 shares covered by employee stock options
held by certain of such shareholders, constitute approximately 91.1% of the
number of shares of Trendwest Common stock outstanding as of the date of the
Stock Purchase Agreement. The Majority Shareholder Exchange Ratio is the number
determined by dividing $24.00 by the Stock Purchase Average Trading Price (as
defined in the Stock Purchase Agreement); provided, however, that if the
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Majority Shareholder Exchange Ratio thus determined is less than approximately
1.297, then it shall be approximately 1.297; and provided, further, however,
-------- ------- -------
that if the Majority Shareholder Exchange Ratio thus determined is greater than
approximately 1.486, then it shall be approximately 1.486. If the Merger
Consideration payable pursuant to the Merger Agreement (as described below) is
determined to be the Public
Page 6 of 17
Shareholder Exchange Ratio (as described below), then each party to the Stock
Purchase Agreement other than Majority Shareholder shall receive at the closing
of the Merger a number of shares of Parent Common Stock equal to the product of
(i) the difference between the Public Shareholder Exchange Ratio and the
Majority Shareholder Exchange Ratio and (ii) the number of shares of Trendwest
Common Stock such party sold pursuant to the Stock Purchase Agreement.
Furthermore, if the Merger Consideration payable pursuant to the Merger
Agreement is determined to be the Top-Up Public Shareholder Exchange Ratio (as
described below), then each party to the Stock Purchase Agreement other than
Majority Shareholder shall receive at the closing of the Merger a number of
shares of Parent Common Stock equal to the product of (i) the difference between
the Top-Up Public Shareholder Exchange Ratio and the Majority Shareholder
Exchange Ratio and (ii) the number of shares of Trendwest Common Stock such
party sold pursuant to the Stock Purchase Agreement.
The Stock Purchase is subject to a number of closing conditions,
including the consents or approvals of applicable governmental authorities
regulating the timeshare industry and of the Foreign Investment Review Board of
the Commonwealth of Australia, as well as certain other conditions more fully
described in the Stock Purchase Agreement. The Merger is subject to customary
closing conditions, including the purchase by Merger Sub of at least a majority
of the then outstanding shares of Trendwest Common Stock pursuant to the Stock
Purchase Agreement, and the satisfaction or waiver of certain other conditions
as more fully described in the Merger Agreement.
Concurrently with the Stock Purchase Agreement, Cendant, Merger Sub,
Majority Shareholder and Trendwest entered into an Agreement and Plan of Merger
and Reorganization, dated March 30, 2002 (the "Merger Agreement") providing for
the acquisition by Merger Sub, following consummation of the Stock Purchase, of
all shares of Trendwest Common Stock not held by the shareholder parties to the
Stock Purchase Agreement. Pursuant to the Merger Agreement, Merger Sub will,
after the satisfaction of certain conditions, merge with and into Trendwest (the
"Merger"), with Trendwest continuing as the surviving corporation. Following the
Merger, Trendwest will be a wholly owned subsidiary of Cendant.
Under the terms of the Merger Agreement, shares of Trendwest Common
Stock will be converted into the right to receive a number of shares of Parent
Common Stock equal to the Merger Consideration. The Merger Consideration is
defined to be the Majority Shareholder Exchange Ratio; provided, however, in the
-------- -------
event that the number (the "Public Shareholder Exchange Ratio") obtained by
dividing $24.00 by the Average Trading Price (as defined in the Merger
Agreement) is greater than the Majority Shareholder Exchange Ratio, then the
Merger Consideration shall equal the Public Shareholder Exchange Ratio; and
provided, further, however, that if the Public Shareholder Exchange Ratio is
-------- ------- -------
greater than approximately 1.486, then it shall be approximately 1.486.
Furthermore, if the Average Trading Price is less than $13.50, then the Merger
Consideration shall equal approximately $20.06 divided by the Average Trading
Price (the "Top-Up Public Shareholder Exchange Ratio").
Page 7 of 17
Immediately prior to the Stock Purchase, pursuant to a Conditional
Stock Redemption Agreement dated March 30, 2002 between Majority Shareholder and
Trendwest, Majority Shareholder will, subject to the satisfaction of certain
conditions, redeem a number of shares of Trendwest Common Stock held by Majority
Shareholder (the "MountainStar Redemption") in exchange for the MountainStar
development project and certain assets related thereto ("MountainStar"). The
number of shares so redeemed (the "Redeemed Shares") will be equal to the
quotient of (i) the TII Price and (ii) $24.00. The TII Price is equal to (x) the
sum of the amount reflected as total assets on the balance sheet of MountainStar
as of the date of the MountainStar Redemption and transfer taxes, if any, less
(y) the sum of the amount of debt on the balance sheet of MountainStar (which
approximated $30.9 million on the date of the Redemption Agreement) and certain
accrued liabilities on the balance sheet of MountainStar as of the date of the
MountainStar Redemption. As a consequence of the MountainStar Redemption, the
number of shares held by the Majority Shareholder at the time of the Stock
Purchase (and the number, therefore, to be purchased by Merger Sub pursuant to
the Stock Purchase Agreement) will be less than the number of shares held by
Majority Shareholder (and reflected in this Schedule 13D) as of the date of the
Stock Purchase Agreement. For the sake of illustration only, based on the total
assets and liabilities of MountainStar reflected on the balance sheet of
MountainStar as of February 28, 2002, and the $30.9 million of debt referred to
above, the TII Price would approximate $43 million, the number of shares of
Trendwest Common Stock redeemed pursuant to the MountainStar Redemption would
approximate 1.8 million shares, and the total number of shares held by Majority
Shareholder and the other shareholders party to the Stock Purchase Agreement
(not including shares covered by employee stock options held by certain of such
shareholders) would constitute approximately 90.5% of the number of shares of
Trendwest Common stock outstanding as of the date of the Stock Purchase
Agreement assuming that the number of shares to be redeemed were not then
outstanding. In the event that the closing price of CD Common Stock on the NYSE
on the merger closing date is less than ten dollars, then the MountainStar
redemption shall be cancelled and Cendant will issue to Majority Shareholder
immediately prior to the merger, at the merger closing, the number of shares of
CD Common Stock equal to the product of the Redeemed Shares and the Majority
Shareholder Exchange Ratio.
In the Merger Agreement, Majority Shareholder granted Trendwest and
Cendant the right to call MountainStar for the TII Price at any time after the
closing of the Merger until the earlier of (i) sixty days after such date and
(ii) one hundred fifty days after the Stock Purchase. If either Trendwest or
Cendant exercises this call right, then the purchase will be paid to Majority
Shareholder in a number of shares of Parent Common Stock equal to the quotient
of (i) the TII Price (appropriately adjusted pursuant to the Section 7.15 of the
Merger Agreement) divided by (ii) the Stock Purchase Average Trading Price (as
defined in the Stock Purchase Agreement), with collars at $16.15 and $18.50.
As an inducement to Cendant's entering into the Merger Agreement,
Trendwest entered into a Stock Option Agreement (the "Stock Option Agreement"),
dated as of March 30, 2002, by and among Trendwest, Merger Sub and Cendant.
Pursuant to the Stock Option Agreement, Trendwest granted an option (the
"Option") to Merger Sub to purchase at a purchase price of $24 per share, at any
time from and after consummation of the Stock Purchase, and from time to time,
that number of shares of Trendwest Common Stock as may be necessary to ensure
that Merger Sub will beneficially own not less than 90.5% of the shares of
Trendwest Common Stock on the date of any exercise (in order to make certain
that Merger Sub will beneficially own at least that number of shares required
under the Oregon Business Corporation Act to effect the
Page 8 of 17
Merger pursuant to Section 60.491 thereof, which permits an entity owning at
least 90% of the shares of another entity to effect a merger of that entity
without approval of the shareholders of either entity) . In no event will the
number of shares of Trendwest Common Stock issued pursuant to the Stock Option
Agreement exceed 19.9% of the number of shares of Trendwest Common Stock issued
and outstanding (without giving effect to any shares subject to or issued
pursuant to the Option) on March 30, 2002 (the "Original Number") if Merger
Sub's receipt of 20% of more of the Original Number would on any date require
the approval of the holders of Trendwest Common Stock pursuant to the listing
requirements or rules of the Nasdaq National Market. The Option may be exercised
by Cendant, in whole or in part, at any time after the date on which Merger Sub
shall have purchased pursuant to the Stock Purchase Agreement shares of
Trendwest Common Stock constituting at least 71% of the shares of Trendwest
Common Stock issued and outstanding on the date of purchase, and the Option
shall expire as of the effective time of the Merger. Circumstances under which
the Option might be exercised include the exercise prior to the Merger of
currently outstanding employee stock options for shares of Trendwest Common
Stock, resulting thereby in an increase in the number of outstanding shares of
Trendwest Common Stock, and/or the redemption pursuant to the MountainStar
redemption of more than the 1.8 million shares referred to in the illustration
above, resulting in a reduction in the number of shares to be purchased pursuant
to the Stock Purchase, such that following consummation of the Stock Purchase
and prior to the Merger, Merger Sub owns less than 90% of the outstanding shares
of Trendwest Common Stock. No monetary consideration was paid by either Cendant
or Merger Sub to Trendwest for the Option.
References to, and descriptions of, the Merger Agreement, the Stock
Purchase Agreement and the Stock Option Agreement as set forth above in this
Item 3 are qualified in their entirety by reference to the copies of the Merger
Agreement, the Stock Purchase Agreement and the Stock Option Agreement which are
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 3 in their entirety where such references and descriptions appear.
Item 4. Purpose of Transaction.
Cendant and Merger Sub entered into the Stock Purchase Agreement and
the Merger Agreement in order to acquire 100% of the outstanding shares of
Trendwest Common Stock. As stated above, The Stock Option Agreement was entered
into as an inducement to Cendant's entering into the Merger Agreement.
Cendant anticipates that if the Merger is completed, Trendwest will
become a wholly owned subsidiary of Cendant and that Cendant will seek to cause
the Trendwest Common Stock to be delisted from trading on the Nasdaq National
Market and to cause the termination of registration of the Trendwest Common
Stock pursuant to the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended.
Page 9 of 17
Immediately after the Stock Purchase and in compliance with Rule 14f-1
of the Exchange Act, Cendant will be entitled to designate such number of
directors, rounded up to the nearest whole number, of Trendwest as is equal to
the product of (i) the total number of directors on the Trendwest board of
directors and (ii) the number of shares that Cendant and Merger Sub own divided
by the total number of shares of Trendwest Common Stock outstanding. The
directors and officers of Merger Sub immediately prior to the effective time of
the Merger will become the directors and officers of Trendwest upon consummation
of the Merger. In addition, the articles of incorporation and the bylaws of
Merger Sub will be the articles of incorporation and the bylaws of Trendwest
upon consummation of the Merger.
Other than as described above in Item 3 and in this Item 4, Cendant
has no plans or proposals which relate to, or may result in, any of the matters
listed in Items 4(a)-(j) of Schedule 13D (although Cendant reserves the right to
develop such plans).
References to, and descriptions of, the Merger Agreement, the Stock
Purchase Agreement and the Stock Option Agreement as set forth above in this
Item 4 are qualified in their entirety by reference to the copies of the Merger
Agreement, the Stock Purchase Agreement and the Stock Option Agreement which are
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are incorporated in
this Item 4 in their entirety where such references and descriptions appear.
Item 5. Interest in Securities of the Issuer.
As a result of the Stock Purchase Agreement, Cendant may be deemed to
have the shared power dispose of or the shared right to direct the disposition
of 35,130,480 shares of Trendwest Common Stock (the "Purchase Agreement Shares")
beneficially owned by Majority Shareholder and certain other shareholders of
Trendwest, which constitute approximately 91.1% of the issued and outstanding
shares of Trendwest Common Stock based on the number of shares of Trendwest
Common Stock outstanding as of March 28, 2002, as represented by Trendwest in
the Merger Agreement. Neither Cendant nor Merger Sub is entitled to any rights
as a stockholder of Trendwest as a result of the Stock Purchase Agreement and
each expressly disclaims any beneficial ownership of the Purchase Agreement
Shares until such time as all material conditions to the Stock Purchase have
been satisfied or waived.
In addition, as a result of the issuance of the Option, Cendant and
Merger Sub may be deemed to be the beneficial owner of 7,596,499 shares
(representing 19.9% of the number of shares of Trendwest Common Stock
outstanding on March 30, 2002, based on the number of shares of Trendwest Common
Stock outstanding as of March 28, 2002, as represented by Trendwest in the
Merger Agreement) be issued under the Option. As described above, the Option may
only be exercised as may be required to ensure that Merger Sub owns at least
90.5% of the outstanding shares of Trendwest for purposes of the Oregon
"short-form" merger statute. Accordingly, the Option may only be exercised in
circumstances that would result in Merger Sub owning, after any exercise of the
Option, a smaller percentage of Trendwest's then outstanding shares than the
percentage of Trendwest's currently outstanding shares represented by the shares
Page 10 of 17
of Trendwest Common Stock subject to the Stock Purchase Agreement. Until the
Option is exercised, neither Cendant nor Merger Sub has any right to vote (or
direct the vote of) or dispose (or direct the disposition of) any shares of
Trendwest Common Stock that may be purchased upon exercise of the Option.
Neither Cendant nor Merger Sub is entitled to any rights as a stockholder of
Trendwest and each expressly disclaims any beneficial ownership of any shares
that may be issuable pursuant to the Option.
Other than as set forth in this Schedule 13D, as of the date hereof
(i) neither Cendant nor any subsidiary of Cendant, including Merger Sub, nor, to
the best of Cendant's knowledge, any of Cendant's or Merger Sub's executive
officers or directors beneficially owns any shares of Trendwest Common Stock and
(ii) there have been no transactions in shares of Trendwest Common Stock
effected during the past 60 days by Cendant or by any subsidiary of Cendant or,
to the best of Cendant's knowledge, by any of Cendant's or Merger Sub's
executive officers or directors.
No other person is known by Cendant or Merger Sub to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Trendwest Common Stock obtainable by Merger Sub
upon exercise of the Option.
Reference to, and descriptions of, the Merger Agreement, the Stock
Purchase Agreement and the Stock Option Agreement as set forth in this Item 5
are qualified in their entirety by reference to the copies of the Merger
Agreement, the Stock Purchase Agreement and the Stock Option Agreement listed as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and incorporated in
this Item 5 in their entirety where such references and descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated by reference
Other than the Merger Agreement, the Stock Purchase Agreement, the
Stock Option Agreement, 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
Trendwest, 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 and Reorganization, dated March 30, 2002,
by and among Cendant Corporation, Tornado Acquisition Corp., JELD-WEN, inc. and
Trendwest Resorts, Inc.
Page 11 of 17
2. Stock Purchase Agreement, dated March 30, 2002, by and between Cendant
Corporation, Tornado Acquisition Corp., JELD-WEN, inc. and certain other
shareholders of Trendwest Resorts, Inc.
3. Stock Option Agreement, dated March 30, 2002, by and between Cendant
Corporation, Tornado Acquisition Corp. and Trendwest Resorts, Inc.
Page 12 of 17
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: April 9, 2002 By: /s/ Eric J. Bock
--------------------------------
Name: Eric J. Bock
Title: Senior Vice President,
Law and Corporate Secretary
Tornado Acquisition Corp.
Dated: April 9, 2002 By: /s/ Eric J. Bock
--------------------------------
Name: Eric J. Bock
Title: Senior Vice President
Page 13 of 17
SCHEDULE A TO SCHEDULE 13D
Following are lists of each executive officer and director of Cendant
Corporation and Tornado Acquisition Corp., respectively, 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.
CENDANT CORPORATION
-------------------
DIRECTORS
(INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Name Position with Cendant Principal Occupation Address
Corporation
Henry R. Silverman Chairman, President and President, Chairman and Chief Cendant Corporation
Chief Executive Officer and Executive Officer of Cendant 9 West 57th Street
Director Corporation New York, NY 10019
James E. Buckman Vice Chairman and Vice Chairman and Cendant Corporation
General Counsel and Director General Counsel of Cendant 9 West 57th Street
Corporation New York, NY 10019
Stephen P. Holmes Vice Chairman; Chairman and Vice Chairman; Chairman and Cendant Corporation
Chief Executive Officer, Chief Executive Officer, 1 Campus Drive
Cendant Hospitality Services Cendant Travel Division Parsippany, NJ 07054
Division and Director
Martin Edelman Director Of Counsel, Paul Hastings Paul, Hastings, Janofsky &
Janofsky & Walker Walker LLP
75 East 55th Street
New York, NY 10022
Myra J. Biblowit Director President, The Breast Cancer The Breast Cancer Research
Research Foundation
Page 14 of 17
Foundation Suite 1209
654 Madison Avenue
New York, NY 10021
The Rt. Hon. Brian Mulroney, Director Senior Partner, Ogilvy Renault Ogilvy Renault
P.C., C.C., LL.D. 1981 McGill College Ave.
Suite 1100
Montreal, Quebec H3A 3C1
Robert W. Pittman Director President and Co-Chief AOL Time Warner Inc.
Operating Officer, AOL Time 75 Rockefeller Plaza
Warner Inc. New York, NY 10019
Sheli Z. Rosenberg Director Vice Chairwoman, Equity Group Equity Group Investments,
Investments, Inc. Inc.
2 N. Riverside Plaza
Suite 600
Chicago, IL 60606
Leonard S. Coleman Director Chairman of ARENACO and Cendant Corporation
Senior Advisor, 9 West 57th Street
Major League Baseball New York, NY 10019
John C. Malone, Ph.D. Director Chairman, Liberty Media Liberty Media Corporation
Corporation 12300 Liberty Boulevard
Englewood, CO 80112
Robert E. Nederlander Director President, Nederlander Nederlander Organization,
Organization, Inc. Inc.
1450 Broadway
20th Floor
New York, NY 10018
Cheryl D. Mills Director Director of Cedant Cendant Corporation
Corporation 9 West 57th Street
New York, NY 10019
Robert F. Smith Director Senior Managing Director, Car Component Technologies,
Car Component Inc.
10 Iron horse Drive
Page 15 of 17
Technologies, Inc. Bedford, NH 03110
Secretary William S. Cohen Director Chairman and Chief Executive The Cohen Group
Officer, The Cohen Group 600 13th St. NW
Suite 640
Washington, DC 20005
CENDANT CORPORATION
-------------------
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Principal Occupation Address
(Position with Cendant
Corporation)
Kevin M. Sheehan Chief Financial Officer Cendant Corporation
9 West 57th Street
New York, NY 10019
Richard A. Smith Chairman and Chief Executive Officer, Cendant Corporation
Real Estate Division 1 Campus Drive
Parsippany, NJ 07054
John W. Chidsey Chairman and Chief Executive Officer, Cendant Corporation
Financial Services Division and 6 Sylvan Way
Vehicle Services Division Parsippany, NJ 07054
Samuel L. Katz Chief Strategic Officer; Chairman Cendant Corporation
and Chief Executive Officer, Travel 9 West 57th Street
Distribution Division New York, NY 10019
Thomas D. Christopoul Chief Administrative Officer Cendant Corporation
1 Campus Drive
Parsippany, NJ 07054
Tobia Ippolito Chief Accounting Officer Cendant Corporation
1 Campus Drive
Parsippany, NJ 07054
Scott E. Forbes Group Managing Director Cendant Corporation
of Cendant Europe Landmark House
Middle East and Africa Hammersmith Bridge Rd.
London, England W69E
TORNADO ACQUISITION CORP.
------------------------
DIRECTORS
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(INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Position with Tornado
Name Acquisition Corp. Principal Occupation Address
Stephen P. Holmes President and Director Vice Chairman; Chairman and Cendant Corporation
Chief Executive Officer, 6 Sylvan Way
Cendant Travel Division Parsippany, NJ 07054
James E. Buckman Executive Vice President Vice Chairman and Cendant Corporation
and Director General Counsel of Cendant 9 West 57th Street
Corporation New York, NY 10019
TORNADO ACQUISITION CORP.
-------------------------
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Kevin M. Sheehan Executive Vice President Senior Executive Vice President Cendant Corporation
and Treasurer and 6 Sylvan Way
Chief Financial Officer of Parsippany, NJ 07054
Cendant Corporation
Eric J. Bock Senior Vice President Senior Vice President, Law and Cendant Corporation
Corporate Secretary of Cendant 6 Sylvan Way
Corporation Parsippany, NJ 07054
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