EX-99 3 0003.txt EXHIBIT 2 - PRESS RELEASE FOR IMMEDIATE RELEASE Exhibit 2 --------- AUGUST 15, 2000 CENDANT ANNOUNCES PRELIMINARY PROPOSAL TO ACQUIRE OUTSTANDING AVIS SHARES New York, N.Y. - Cendant Corporation (NYSE: CD) announced today that it has submitted to the Board of Directors of Avis Group Holdings, Inc. (NYSE: AVI) a preliminary, non-binding proposal to acquire all of the outstanding shares of Avis that are not currently owned by Cendant at a price of $29 per share in cash. Approximately 25.6 million shares of Avis common stock are not owned by Cendant. Accordingly, the transaction, if completed, would have an equity value of approximately $750 million. Cendant Corporation currently owns approximately 18% of Avis' outstanding common shares and also owns preferred stock of a subsidiary of Avis that is convertible into Avis shares. Based upon current conversion rates and assuming certain earnings and market price thresholds are met, such preferred shares are convertible into a combination of non-voting and voting Avis common shares that would result in Cendant having up to a 20% voting interest in Avis and up to an approximately 33% economic interest. Cendant Corporation is a global provider of real estate, travel and direct marketing related consumer and business services. The Company's core competencies include building franchise systems, providing outsourcing solutions and direct marketing. As a franchiser, Cendant is among the world's leading franchisers of real estate brokerage offices, hotels, rental car agencies, and tax preparation services. The Company's real estate-related operations also include Move.com Group, Cendant's relocation, real estate and home-related services portal on the Internet. As a provider of outsourcing solutions, Cendant is a major provider of mortgage services to consumers, the global leader in employee relocation, and the world's largest vacation exchange service. In direct marketing, Cendant provides access to insurance, travel, shopping, auto, and other services primarily to customers of its affinity partners. In addition, Cendant Internet Group is pursuing a convergence strategy for the Company's off-line and online businesses. Other business units include NCP, the UK's largest private car park operator, and WizCom, an information technology services provider. Headquartered in New York, NY, the Company has approximately 28,000 employees and operates in over 100 countries. Avis is one of the world's leading service and information providers of comprehensive automotive transportation and vehicle management solutions. Avis operates the second largest general-use car rental business in the world, with locations in the United States, Canada, Australia, New Zealand and the Latin American Caribbean region. In 1999, Avis acquired PHH Vehicle Management Services, the world's second largest fleet management and leasing company, together with Wright Express, the world's largest fleet card provider. 80% of the European operations of Avis' fleet management and leasing company were sold to BNP-Paribas on August 9, 2000. More information about Cendant, its companies, brands and current SEC filings may be obtained by visiting the Company's Web site at www.cendant.com or by calling 877-4INFO-CD (877-446-3623). SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF CENDANT The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of Cendant are set forth below. Except as set forth below, each of such person's principal occupation or employment is with Cendant and such person's business address is 9 West 57th Street, New York, New York 10019. All of the persons listed below are citizens of the United States. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Name, Principal Business and Address of Corporation Present Principal or Organization in which such Beneficial Ownership Name Occupation or Employment Employment is Conducted of Avis Common Stock* ----------------------------------------------------------------------------------------------------------------- Henry R. Silverman President, Chairman and ___ Chief Executive Officer James E. Buckman Vice Chairman, General Cendant Corporation ___ Counsel and Assistant 6 Sylvan Way Secretary Parsippany, New Jersey 07054 Stephen P. Holmes Vice Chairman, Chairman Cendant Corporation 21,000 and Chief Executive 6 Sylvan Way Officer, Travel Division Parsippany, New Jersey 07054 Martin Edelman Counsel Paul, Hastings, Janofsky 35,000 & Walker LLP 399 Park Avenue New York, New York 10022 Myra J. Biblowit Vice Dean for External New York University School of Affairs, Senior Vice Medicine ___ President of Mount Sinai 550 First Avenue - NYU Health System New York, New York 10016 The Rt. Hon. Mulroney, Partner Ogilvy Renault P.C., L.L.D. 1981 McGill College Ave. ___ Suite 1100 Montreal, Quebec H3A 3C1 Robert W. Pittman President and Chief America Online, Inc. Operating-Officer 22000 AOL Way ___ Dulles, Virginia 20166 Sheli Z. Rosenberg Vice Chairwoman Equity Group Investments, Inc. 2 N. Riverside Plaza ___ Suite 600 Chicago, Illinois 60606 Leonard S. Coleman Senior Advisor, Cendant Corporation 20,000 Major-League-Baseball 9 West 57th Street 37th Floor New York, New York 10019 Dr. John C. Malone Chairman Liberty Media Corporation 9197 South Pioria Street ___ Englewood, Colorado 80112 Robert E. Nederlander President and Director Nederlander Organization, Inc. 1450 Broadway ___ 20th Floor New York, New York 10018 Cheryl D. Mills Senior Vice President, Oxygen Media, Inc. Corporate Policy and 75 Ninth Avenue ___ Public Programming New York, New York 10011 Robert F. Smith Senior Managing Director Car Component Technologies, Inc. 10 Ironhorse Drive ___ Bedford, New Hampshire 03110
* Constitutes less than 1% of the outstanding shares of Common Stock.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Name, Principal Business and Address of Corporation or Present Principal Organization in which such Beneficial Ownership Name Occupation or Employment Employment is Conducted of Avis Common Stock* David M. Johnson Senior Executive Vice Cendant Corporation President and Chief 6 Sylvan Way ___ Financial Officer Parsippany, New Jersey 07054 Richard A. Smith Chairman and Chief Cendant Corporation Executive Officer, Real 6 Sylvan Way ___ Estate Division Parsippany, New Jersey 07054 John W. Chidsey Chairman and Chief Cendant Corporation Executive Officer, Direct 6 Sylvan Way ___ Marketing Division Parsippany, New Jersey 07054 Samuel L. Katz Chief Executive Officer, ___ Cendant Internet Group John McLain Senior Vice President, Cendant Corporation ___ Controller 6 Sylvan Way Parsippany, New Jersey 07054
* Constitutes less than 1% of the outstanding shares of Common Stock. DIRECTORS AND EXECUTIVE OFFICERS OF CENDANT CAR HOLDINGS, INC. The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of Cendant Car Holdings, Inc. are set forth below. Each of such person's principal occupation or employment is with Cendant and such person's business address is 6 Sylvan Way, Parsippany, New Jersey 07054, except for Samuel L. Katz whose business address is 9 West 57th Street, New York, New York 10019. All of the persons listed below are citizens of the United States. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- James E. Buckman Vice Chairman, General Counsel and ___ Assistant Secretary Stephen P. Holmes Vice Chairman, Chairman and Chief 21,000 Executive Officer, Travel Division
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- David M. Johnson Senior Vice President, Chief ___ Financial Officer Samuel L. Katz Chief Executive Officer, Cendant ___ Internet Group
* Constitutes less than 1% of the outstanding shares of Common Stock. DIRECTORS AND EXECUTIVE OFFICERS OF CENDANT CAR RENTAL, INC. The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of Cendant Car Rental, Inc. are set forth below. Each of such person's principal occupation or employment is with Cendant and such person's business address is 6 Sylvan Way, Parsippany, New Jersey 07054, except for Samuel L. Katz whose business address is 9 West 57th Street, New York, New York 10019. All of the persons listed below are citizens of the United States. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS) Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- James E. Buckman Vice Chairman, General Counsel ___ and Assistant Secretary Stephen P. Holmes Vice Chairman, Chairman and 21,000 Chief Executive Officer, Travel Division EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- David M. Johnson Senior Vice President, ___ Chief Financial Officer Samuel L. Katz Chief Executive Officer, Cendant ___ Internet Group * Constitutes less than 1% of the outstanding shares of Common Stock. DIRECTORS AND EXECUTIVE OFFICERS OF HFS CAR RENTAL HOLDINGS, INC. The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of HFS Car Rental Holdings, Inc. are set forth below. Each of such person's principal occupation or employment is with Cendant and such person's business address is 6 Sylvan Way, Parsippany, New Jersey 07054, except for Samuel L. Katz whose business address is 9 West 57th Street, New York, New York 10019. All of the persons listed below are citizens of the United States. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS) Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ ------------------- James Buckman Vice Chairman, General Counsel ___ and Assistant Secretary Stephen P. Holmes Vice Chairman, Chairman and 21,000 Chief Executive Officer, Travel Division EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- David M. Johnson Senior Vice President, Chief ___ Financial Officer Samuel L. Katz Chief Executive Officer, Cendant ___ Internet Group * Constitutes less than 1% of the outstanding shares of Common Stock. DIRECTORS AND EXECUTIVE OFFICERS OF CENDANT FINANCE HOLDING CORPORATION The name, business address, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each of the directors and executive officers of Cendant Finance Holding Corporation are set forth below. Each of such person's principal occupation or employment is with Cendant and such person's business address is 6 Sylvan Way, Parsippany, New Jersey 07054. All of the persons listed below are citizens of the United States. DIRECTORS (INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS) Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- James E. Buckman Vice Chairman, General Counsel ___ and Assistant Secretary Stephen P. Holmes Vice Chairman, Chairman and 21,000 Chief Executive Officer, Travel Division EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Present Principal Beneficial Ownership Name Occupation or Employment of Avis Common Stock* ---- ------------------------ -------------------- David M. Johnson Senior Vice President, ___ Chief Financial Officer John T. McLain Executive Vice President ___ * Constitutes less than 1% of the outstanding shares of Common Stock. EXHIBIT INDEX Exhibit Description 1 Letter from Henry R. Silverman, Chairman, President and Chief Executive Officer of Cendant Corporation, to the Board of Directors of Avis Group Holdings, Inc., dated August 14, 2000. 2 Press Release issued by Cendant Corporation, dated August 15, 2000. 3 Stockholders' Agreement, dated as of June 30, 1999, among Avis Rent A Car, Inc., Avis Fleet Leasing and Management Corporation, and PHH Corporation (incorporated by reference to the Registration Statement on Form S-4, 333-86269 filed by Avis Group Holding, Inc.).