-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QmgCRqH1PsIkte0PwpND9PZmbLU0sSxet6BINfrS46jW8Rdi69Z+VlqtxwZi3RTd sGAhr/xhCxGflLkDS6oDsg== 0000950127-01-000059.txt : 20010205 0000950127-01-000059.hdr.sgml : 20010205 ACCESSION NUMBER: 0000950127-01-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVIS GROUP HOLDINGS INC CENTRAL INDEX KEY: 0001040445 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 113347585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13315 FILM NUMBER: 1520189 BUSINESS ADDRESS: STREET 1: 900 OLD COUNTRY ROAD CITY: GARDEN CITY STATE: NY ZIP: 11530 BUSINESS PHONE: 5162223000 MAIL ADDRESS: STREET 1: 900 OLD COUNTRY RD CITY: GARDEN CITY STATE: NY ZIP: 11530 FORMER COMPANY: FORMER CONFORMED NAME: AVIS RENT A CAR INC DATE OF NAME CHANGE: 19970604 8-K 1 0001.txt CURRENT REPORT 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 JANUARY 30, 2001 (Date of report (Date of earliest event reported) AVIS GROUP HOLDINGS, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13315 11-3347585 ------------------------------- ---------------------- --------------- (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 900 Old Country Road, Garden City, NY 11530 ------------------------------------------- ------------- (Address of principal executive offices) (zip code) (516) 222-3000 ---------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE ------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On January 30, 2001, Avis Group Holdings, Inc. issued a press release reporting results for the fourth quarter and full year 2000 and announcing that it expects the Cendant acquisition to close March 1, 2001. The press release also stated that on November 13, 2000 Cendant Corporation and Avis Group announced that they had entered into a definitive Agreement and Plan of Merger providing for Cendant Corporation to acquire all of the outstanding shares of Avis Group that are not currently owned by Cendant at a price of $33.00 per share in cash. Avis Group further announced in the press release that the transaction is conditioned upon, among other things, customary regulatory approvals and the approval by both the holders of a majority of all outstanding shares of common stock as of the record date and a majority of the votes case at the special meeting by stockholders other than Cendant and its subsidiaries. Avis Group also announced that the waiting period under the Hart-Scott-Rodino Act was terminated and that it had mailed a definitive proxy to its shareholders on January 29,2001. Avis Group has scheduled a shareholder meeting for February 28, 2001 and upon the consummation of the transaction, which is expected to close on March 1, 2001, Avis Group will become a subsidiary of Cendant. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. No. Description. 99.1 Press Release of Avis Group Holdings, Inc., dated January 30, 2001. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AVIS GROUP HOLDINGS, INC. By: /s/ Karen C. Sclafani --------------------------------- Vice President, General Counsel and Secretary Dated: January 31, 2001 EXHIBIT INDEX Exhibit No. Description. 99.1 Press Release of Avis Group Holdings, Inc., dated January 30, 2001. EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 - Press Release AVIS GROUP HOLDINGS, INC. ANNOUNCES EARNINGS; FOURTH QUARTER EPS UP 60%; FULL YEAR UP 22% CENDANT ACQUISITION EXPECTED TO CLOSE MARCH 1, 2001 GARDEN CITY, N.Y., Jan. 30 /PRNewswire/ -- Avis Group Holdings, Inc. (NYSE: AVI-news) today reported results for the fourth quarter and full year 2000 and stated that it expects the Cendant acquisition to close March 1, 2001. Avis Group's consolidated net income and diluted earnings per share for the three months ended December 31, 2000 were $15.3 million and 32 cents, respectively, compared to $10.7 million and 20 cents, respectively, for the same period in 1999. The fourth quarter 2000 diluted earnings per share represents a 60% increase over the same period in 1999. Avis Group's consolidated net income and diluted earnings per share for the year ended December 31, 2000 were $120.7 million and $3.19, respectively, compared to $92.6 million and $2.61, respectively, for the same period in 1999. Revenue for the year was $4.2 billion. On November 13, 2000 Cendant Corporation (NYSE: CD-news) and Avis Group announced that they had entered into a definitive agreement for Cendant to acquire all of the outstanding shares of Avis Group that are not currently owned by Cendant at a price of $33.00 per share in cash. The transaction is conditioned upon, among other things, customary regulatory approvals and the approval by both the holders of a majority of all outstanding shares of common stock as of the record date and a majority of the votes cast at the special meeting by stockholders other than Cendant and its subsidiaries. Avis Group announced that the waiting period under the Hart-Scott-Rodino Act was terminated and that it had mailed a definitive proxy to its shareholders on January 29, 2001. Avis Group has scheduled a shareholder meeting for February 28, 2001. Upon completion of the transaction, which is expected to close March 1, 2001, Avis Group will become a subsidiary of Cendant. Avis Group Holdings, Inc. is one of the world's leading service and information providers for comprehensive automotive transportation and vehicle management solutions. The Company operates Avis Rent A Car, the world's second largest general-use car rental business, with locations in the United States, Canada, Australia, New Zealand and the Latin American Caribbean Region; PHH Arval, the second largest fleet management and leasing company in North America; and Wright Express, the world's largest fleet card provider. Avis Group's shareholders should carefully review Avis Group's proxy statement with respect to the proposed acquisition by Cendant Corporation, which has been filed with the Securities and Exchange Commission, before making any decision concerning the acquisition. The proxy statement contains important information. Avis Group shareholders can obtain a copy of the proxy statement for free from Morrow & Co., Inc., the proxy solicitor, by calling 1-800-654-2468. Copies may also be obtained at no cost from the website of the Securities and Exchange Commission at http://www.sec.gov. Read the proxy statement carefully before making a decision concerning the acquisition. For additional information and news, please log onto the Avis Web Site (http://www.avis.com) or call Company News on Call (1-800-758-5804, access code #078975). AVIS GROUP HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share amounts) (Unaudited) THREE MONTHS ENDED DECEMBER 31, 2000 (4) 1999 (3) Revenue: Vehicle rental $624,309 $586,817 Vehicle management services: Vehicle leasing 337,518 346,871 Other fee based revenue 42,081 71,847 1,003,908 1,005,535 Costs and expenses: Direct operating, net 250,245 232,428 Vehicle depreciation and lease charges, net 421,227 413,578 Interest 118,713 106,504 Selling, general and administrative 155,186 173,756 945,371 926,266 EBITDA (5) 58,537 79,269 Interest - acquisition debt 13,000 36,416 Amortization of cost in excess of net assets acquired 8,289 11,854 Non-vehicle depreciation and amortization 9,947 11,230 Income before provision for income taxes 27,301 19,769 Provision for income taxes 12,040 9,027 Net income 15,261 10,742 Preferred stock dividends 4,786 4,555 Earnings applicable to common stockholders $10,475 $6,187 Earnings Per Share: Basic $0.34 $0.20 Diluted (1) $0.32 $0.20 Cash earnings per share (2) $0.56 $0.56 Weighted average shares outstanding: Basic 31,216,290 31,130,973 Diluted (1) 32,652,178 31,426,681 TWELVE MONTHS ENDED DECEMBER 31, 2000 (4) 1999 (3) Revenue: Vehicle rental $2,613,476 $2,500,746 Vehicle management services: Vehicle leasing 1,389,312 692,935 Other fee based revenue 240,896 139,046 4,243,684 3,332,727 Costs and expenses: Direct operating, net 965,826 957,270 Vehicle depreciation and lease charges, net 1,695,193 1,174,509 Interest 478,611 316,232 Selling, general and administrative 692,939 582,056 3,832,569 3,030,067 EBITDA (5) 411,115 302,660 Interest - acquisition debt 105,872 71,961 Amortization of cost in excess of net assets acquired 42,086 30,182 Non-vehicle depreciation and amortization 47,279 34,600 Income before provision for income taxes 215,878 165,917 Provision for income taxes 95,202 73,332 Net income 120,676 92,585 Preferred stock dividends 18,906 9,110 Earnings applicable to common stockholders $101,770 $83,475 Earnings Per Share: Basic $3.27 $2.66 Diluted (1) $3.19 $2.61 Cash earnings per share (2) $4.46 $3.51 Weighted average shares outstanding: Basic 31,154,448 31,330,536 Diluted (1) 31,870,001 31,985,569 (1) Includes dilutive effect of the assumed exercise of stock options. (2) Cash earnings per share equals earnings applicable to common stockholders plus amortization of cost in excess of net assets acquired (net of income tax benefit) divided by the weighted average diluted shares outstanding. (3) Includes the operations of PHH North America, PHH Europe and Wright Express from July 1, 1999 (Date of Acquisition). (4) In August 2000, the Company completed its joint venture agreement with BNP Paribas and began accounting for its remaining 20% investment in PHH Europe on the equity method. In addition, the Company repaid $1.0 billion of acquisition debt. (5) Represents earnings before income taxes, non-vehicle depreciation and amortization, amortization of cost in excess of net assets acquired and acquisition interest. SELECTED BALANCE SHEET DATA (In Thousands) December 31, 2000 1999 Vehicles, net $6,972,310 $6,501,371 Total assets $ 10,391,755 $ 11,078,258 Vehicle related debt and preferred membership interest $7,121,545 $6,969,805 Acquisition debt $500,000 $1,500,000 Preferred stock $389,686 $371,000 Common stockholders' equity $755,114 $661,684 Acquisition debt and preferred stock to common stockholders' equity 1.2X 2.8X -----END PRIVACY-ENHANCED MESSAGE-----