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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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APRIL 17, 2002 (APRIL 17, 2002)
(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 ORGANIZATION) IDENTIFICATION NUMBER)
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
EARNINGS RELEASE
On April 17, 2002, we reported our first quarter 2002 results, which
included our Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2002 and 2001 and our Consolidated
Statement of Free Cash Flows for the twelve months ended March 31, 2002
and 2001. We also revised full year 2002 projections. Our first quarter
2002 results and the revised full year 2002 projections are discussed
in more detail in the press release attached hereto as Exhibit 99.1,
which is incorporated by reference in its entirety.
Free cash flow is a measure used by management to evaluate liquidity
and financial condition. Free cash flow represents cash available for
the repayment of debt and other corporate purposes such as acquisitions
and investments. The Company has provided the Consolidated Schedules of
Free Cash Flows as it reflects the measure by which management
evaluates the performance of its cash flows. Such measure of
performance may not be comparable to similarly titled measures used by
other companies and is not a measurement recognized under generally
accepted accounting principles. Therefore, free cash flow should not be
construed as a substitute for income or cash flow from operations in
measuring operating results or liquidity. The Consolidated Schedules of
Free Cash Flows for the twelve months ended March 31, 2002 and 2001
should be read in conjunction with the Company's Consolidated Condensed
Statements of Cash Flows and Consolidated Condensed Statements of
Income attached hereto, as well as the Company's Consolidated
Statements of Cash Flows and Consolidated Statements of Operations
included within the Company's Annual Report on Form 10-K for the year
ended December 31, 2001 filed with the Securities and Exchange
Commission on April 1, 2002.
ACQUISITION OF NRT INCORPORATED AND ARVIDA REALTY SERVICES
On April 17, 2002, we announced that we exercised our option to acquire
100% of the common stock of NRT Incorporated from Apollo Management, LP
and members of NRT management. NRT is the largest residential real
estate brokerage firm in the United States. NRT was formed as a joint
venture between Cendant and Apollo Management in 1997. On April 17,
2002, we also announced that NRT acquired Clearwater, Florida Arvida
Realty Services, the largest residential real estate brokerage in
Florida. A copy of the press release announcing our acquisition of NRT
and NRT's acquisition of Arvida is attached as Exhibit 99.2, which is
incorporated by reference in its entirety.
ITEM 7. EXHIBITS
See Exhibit Index.
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SIGNATURE
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/ Tobia Ippolito
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Tobia Ippolito
Executive Vice President, Finance and
Chief Accounting Officer
Date: April 17, 2002
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CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release: Cendant Reports Record Results for the First
Quarter 2002; Raises Full Year 2002 Projection
99.2 Press Release: Cendant Acquires NRT Incorporated; NRT
Purchases Arvida Realty Services
3