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Non-Tech : Cendant Corporation (NYSE:CD) -- Ignore unavailable to you. Want to Upgrade?

To: jjs_ynot who wrote (2168)	10/13/1998 5:47:00 PM
From: VALUESPEC	Read Replies (1) \| Respond to of 3627

Following is the $ 1 bil stock buyback news release: <<PARSIPPANY, N.J., Oct. 13 /PRNewswire/ -- Cendant Corporation (NYSE: CD - news) today announced that its Board of Directors has authorized a $1 billion common share repurchase program. The Company expects to execute the program through open-market purchases. With the termination of its proposed acquisition of American Bankers Insurance Group (''ABI''), Cendant's principal financial goals will be to retire its outstanding $3.25 billion bank term loan, a portion of which was raised in contemplation of the ABI transaction, and to execute its share repurchase program. In connection with termination of the ABI transaction, Cendant has paid ABI $400 million and will record a $280 million after-tax charge in the fourth quarter for this payment and associated transaction expenses. The Company expects to use the substantial majority of its available cash to make the ABI payment and to retire a portion of the bank term loan. The Company expects to retire the remainder of the term loan with proceeds from intermediate- and long-term debt issues and to finance the share repurchase through a combination of internally generated cash and proceeds from previously announced asset sales. The timing and amounts of these transactions will be governed by market conditions, Cendant's goal of maintaining appropriate credit ratings, and the terms of Cendant's bank lending agreements. ''We are pleased to resolve the uncertainty created in the market regarding the potential impact of the ABI transaction on our capital structure,'' said Henry R. Silverman, Chairman, President and CEO of Cendant. ''After today, our only material uncompleted acquisition is our $750 million acquisition of RAC Motor Services of the UK, which we plan to complete in 1999. Otherwise, all our excess financial resources for the foreseeable future will be devoted to retiring both debt and equity, to build shareholder value and maintain appropriate credit protection.'' With the termination of the ABI transaction, Cendant has approximately $1.8 billion in undrawn bank credit facilities, approximately $1 billion in cash (net of the payment to ABI) and significant internally generated annual free cash flow. Certain matters discussed in the news release are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties including, but not limited to, the outcome of the pending litigation relating to the previously announced accounting irregularities; uncertainty as to the Company's future profitability; the Company's ability to develop and implement operational and financial systems to manage rapidly growing operations; competition in the Company's existing and potential future lines of business; the Company's ability to integrate and operate successfully acquired businesses and the risks associated with such businesses; the Company's ability to obtain financing on acceptable terms to finance the Company's growth strategy and for the Company to operate within the limitations imposed by financing arrangements; uncertainty as to the future profitability of acquired businesses; the ability of the Company and its vendors to complete the necessary actions to achieve a Year 2000 conversion for its computer systems and applications and other factors. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. Cendant (NYSE: CD - news) is the world's premier provider of consumer and business services. The Company operates in three principal segments: Travel Services, Real Estate Services and Alliance Marketing. In Travel Services, Cendant is the leading franchisor of hotels and rental car agencies worldwide; the largest provider of vacation exchange services; a leading fleet management company, the UK's largest private car park operator, and a leading motorist assistance group in the UK. In Real Estate Services, Cendant is the world's largest franchisor of residential real estate brokerage offices, a major provider of mortgage services to consumers and a global leader in corporate employee relocation. In Alliance Marketing Cendant provides access to insurance, travel, shopping, auto, and other services, primarily through direct marketing to customers of its affinity partners. Headquartered in Parsippany, NJ, the company has more than 40,000 employees and operates in over 100 countries. SOURCE: Cendant Corporation>> $ 9.50 VALUESPEC

To: jjs_ynot who wrote (2168)	10/13/1998 6:11:00 PM
From: James R Mohr	Read Replies (2) \| Respond to of 3627

I totally agree with you, but this is not a problem that only CD shareholders must address. The idea that the compensation committee has such discretion HAS TO BE STOPPED for all companies. The best way to voice your dissatisfaction is to VOTE AGAINST all board nominees... will it do any good??? NO, but until shareholders make sure such actions become VERY PUBLIC and initiate resolutions prohibiting such ... we all suffer twice over...

To: jjs_ynot who wrote (2168)	10/13/1998 7:46:00 PM
From: Benkea	Read Replies (1) \| Respond to of 3627

Hey Dave: "There was no proxy statement. CD management didn't have the guts to put the option repricing to a shareholder vote." Actually, it was originally supposed to be on the ballot for the October annual meeting. CD put out the p/r about the "possible" repricing. When CD IR was contacted, they said something to the affect, "it was just a test balloon to see how shareholder's felt, and their reaction was clearly negative." Well after the "test baloon" totally crashed and burned, they simply took it off the ballot and had the BOD use the option repricing scheme on its' own. Great company - eh?

To: jjs_ynot who wrote (2168)	10/13/1998 8:01:00 PM
From: Thomas George Warner	Read Replies (2) \| Respond to of 3627

Excuse me but there was a proxy statment and I have a copy. It was included as a separate package furnished with the 10K/A. The repricing of options was not on the proxy statement because the board didn't need to do so. Under the circumstances I think the repricing, for managers and executives was equitable. what do you expect Silverman to do, Kill management incentive altogether? For Mr. Silverman 1. 33% will be cancelled 2. 33% will be reset to an exercise price 50% about the new price but in no case less than $20 per share 3. 33% will be reset at the new price.