Cendant Corp. 8-K 5-26-2005
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) May
26, 2005 (May 20, 2005)
Cendant
Corporation
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation) |
1-10308
(Commission
File No.) |
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 Securities 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))
|
Item
1.01 |
Entry
into a Material Definitive
Agreement. |
On May
20, 2005, our Budget Rent A Car System, Inc. subsidiary entered into six
separate sale/leaseback transactions with different institutional investors as
lessors, pursuant to which Budget sold and leased back new gas and diesel engine
trucks having an aggregate purchase price, including transaction costs, of
$77,676,100. Budget entered into similar sale/leaseback transactions with six
different institutional investors on March 30, 2005 relating to vehicles having
an aggregate purchase price, including transaction costs, of $88,280,641, making
the aggregate purchase price, including transaction costs, of these similar
transactions completed during 2005 $165,956,741. During
2004, Budget entered into similar sale/leaseback transactions with fourteen
different institutional investors relating to vehicles having an aggregate
purchase price, including transaction costs, of $243,612,564. Pursuant to
these transactions, ownership of the subject vehicles has been transferred to
the lessors and leased to Budget for base lease periods of 42 months, in the
case of gas engine vehicles, and 54 months, in the case of diesel engine
vehicles. Budget has the option to renew the leases in respect of any vehicle
for a renewal period of 12 months.
Budget
may be obligated to make stipulated termination payments if certain casualty or
similar events occur with respect to one or more of the vehicles or if certain
events of default occur under the leases. Events of default include failure to
make payments under the leases within agreed grace periods, bankruptcy events
with respect to Budget or Cendant and failure on the part of Budget or Cendant
to comply with covenants contained in the lease documents, including covenants
to maintain insurance and regarding permitted mergers or sales of assets.
Cendant
has guaranteed the obligations of Budget under the lease documents.
A copy of
the forms of Participation Agreement, Lease and Guaranty executed in connection
with the foregoing transactions are attached as Exhibit
10.1, Exhibit 10.2 and Exhibit 10.3
respectively, and incorporated by reference herein.
|
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
The
information described above under “Item 1.01 Entry into a Material Definitive
Agreement” is hereby incorporated herein by reference.
|
Item
9.01 |
Financial
Statements and Exhibits. |
|
10.1 |
|
Form
of Participation Agreement |
| |
|
|
|
10.2 |
|
Form
of Lease |
| |
|
|
|
10.3 |
|
Form
of Guaranty |
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/ Eric J. Bock |
| |
Eric
J. Bock
Executive
Vice President, Law and
Corporate Secretary |
Date: May
26, 2005
CENDANT
CORPORATION
CURRENT
REPORT ON FORM 8-K
Report
Dated May 26, 2005 (May 20, 2005)
EXHIBIT
INDEX
|
10.1 |
|
Form
of Participation Agreement |
| |
|
|
|
10.2 |
|
Form
of Lease |
| |
|
|
|
10.3 |
|
Form
of Guaranty |