SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Galileo International, Inc.
--------------------------------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
--------------------------------------------
(Title of Class of Securities)
363547100
--------------------------------------------
(CUSIP Number of Class of Securities)
Eric J. Bock, Esq.
Senior Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
Telephone: (202) 431-1836
Copy to:
Patricia Moran, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
June 15, 2001
------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following: ( )
(Continued on following pages)
(Page 1 of 14 Pages)
CUSIP No. 363547100 13D Page 2 of 14 Pages
-------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cendant Corporation (I.R.S. IDENTIFICATION NO. 06-0918165)
-------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
-------------------------------------------------------------------------
(3) SEC USE ONLY
-------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
-------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): ( )
-------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------------------------------------------------------------
(7) SOLE VOTING POWER
NUMBER OF 17,041,071(1) (See Items 3, 4 and 5)
SHARES -----------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 15,490,000(2) (See Items 3 and 5)
EACH -----------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 17,041,071(1) (See Items 3, 4 and 5)
WITH -----------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
-------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 32,531,071(3) (See Items 3, 4 and 5)
-------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: ( )
-------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.2%(4) (See Items 3, 4 and 5)
-------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
-------------------------------------------------------------------------
1 Represents shares of common stock, par value $.01 per share
("Galileo Common Stock"), of Galileo International, Inc.
("Galileo") purchasable by Cendant Corporation ("Cendant") upon
exercise of an option (the "Option") granted pursuant to the
Stock Option Agreement, dated as of June 15, 2001, between
Galileo and Cendant (the "Option Agreement") which is described
in Items 3, 4 and 5 of this Schedule 13D. Prior to the exercise
of the Option, Cendant is not entitled to any rights as a
stockholder of Galileo as to the shares covered by the Option and
disclaims any beneficial ownership thereof. The Option entitles
Cendant to purchase up to 17,041,071 shares (the "Option Shares")
representing 19.5% of the issued and outstanding shares of
Galileo Common Stock, subject to adjustment in certain customary
circumstances. The Option may be exercised by Cendant, in whole
or in part, at any time after the Merger Agreement becomes
terminable by Cendant (i) under circumstances which could entitle
Cendant to the termination fee under the Merger Agreement
regardless of whether the Merger Agreement is actually terminated
and (ii) the Support Agreement is terminated in accordance with
its terms. None of such events has occurred at the time of this
filing. The number of shares of Galileo Common Stock indicated
represents approximately 19.5% of the total outstanding shares of
Galileo Common Stock as of May 31, 2001 (as represented by
Galileo in the Merger Agreement), excluding shares issuable upon
exercise of the Option.
2 Cendant has voting power of 15,940,000 shares (the "United
Shares") of Galileo Common Stock beneficially owned by United Air
Lines, Inc. ("United") pursuant to proxy granted to Cendant under
a Transaction Support Agreement (the "Support Agreement"), dated
as of June 15, 2001. United may terminate the Support Agreement
and revoke its proxy upon the occurrence of certain events (see
Items 3 and 5). Cendant is not entitled to any rights as a
stockholder of Galileo, has no dispositive power, and expressly
disclaims any beneficial ownership of the United Shares.
3 As discussed in Items 3, 4, and 5 of this Schedule 13D, Cendant
may not exercise the Option and acquire the Option Shares at any
time prior to the termination of the Support Agreement.
Accordingly, at no time will Cendant have voting and/or
beneficial ownership of both the United Shares and the Option
Shares and therefore Cendant will never have the power to vote
and/or have beneficial ownership of more than 17,041,071 of the
outstanding shares of Galileo Common Stock, subject to adjustment
in certain customary circumstances.
4 As discussed in Note 3 above and in Items 3, 4, and 5 of this
Schedule 13D, at no time will Cendant have voting and dispositive
power with respect to both the United Shares and the Option
Shares. Accordingly, Cendant will never have the power to vote
and/or have beneficial ownership of more than 19.5% of the
outstanding shares of Galileo Common Stock. The 31.2% of Galileo
Common Stock gives effect to the United Shares and the Option
Shares and is calculated based on the issuance by Galileo of an
additional 17,041,071 shares upon exercise of the Option.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value
$0.01 per share (the "Galileo Common Stock," an individual share of which
is a "Galileo Share"), of Galileo International, Inc., a Delaware
corporation ("Galileo"). The principal offices of Galileo are located at
9700 West Higgins Road, Suite 400, Rosemont, Illinois 60018.
Item 2. Identity and Background
This Schedule 13D is filed by Cendant Corporation, a
Delaware corporation ("Cendant"). Cendant is a diversified global provider
of business and consumer services primarily within the real estate and
travel sectors. The Company's fee-for-service businesses include hotel,
real estate and tax preparation franchising; rental cars, fleet leasing and
fuel cards; mortgage origination and employee relocation; customer loyalty
programs; vacation exchange and rental services and vacation interval
sales. Other business units include the UK's largest private car park
operator and electronic reservations processing for the travel industry.
With headquarters in New York City, the Company has approximately 60,000
employees and operates in over 100 countries. Cendant's principal executive
offices are located at 9 West 57th Street, New York, New York 10019.
The name, business address, present principal occupation
and citizenship of each executive officer and director is set forth in
Schedule A to this Schedule 13D and is specifically incorporated herein by
reference.
On June 14, 2000, the Securities and Exchange Commission
(the "SEC") instituted and simultaneously settled an administrative
proceeding, Administrative Proceeding File No. 3-10225, against Cendant in
connection with certain accounting irregularities at the former CUC
International, Inc., which merged with HFS Incorporated in December 1997 to
form Cendant. The SEC found that, as a result of such accounting
irregularities, Cendant violated the periodic reporting, corporate
record-keeping and internal controls provisions of the federal securities
laws. Without admitting or denying the findings contained in the SEC's
administrative order, Cendant consented to the issuance of an SEC order
directing Cendant to cease and desist from committing or causing any
violation, and any future violation, of the periodic reporting, corporate
record-keeping and internal controls provisions of the federal securities
laws.
Except as set forth in response to this Item 2, during
the last five years, neither Cendant nor, to the best of Cendant's
knowledge, any of the individuals referred to in Schedule A, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or
finding violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Cendant, Galileo and Galaxy Acquisition Corp., a Delaware
corporation and a subsidiary of Cendant ("Merger Sub"), entered in to an
Agreement and Plan of Merger dated as of June 15, 2001 (the "Merger
Agreement"). Pursuant to the Merger Agreement, Merger Sub will merge with
and into Galileo (the "Merger"), with Galileo continuing as the surviving
corporation. Following the Merger, Galileo will be a wholly owned
subsidiary of Cendant.
Under the terms of the Merger Agreement, Galileo
stockholders will receive a combination of common stock, par value $.01 per
share ("Cendant Common Stock") and cash with an expected value of $33 per
Galileo Share. Galileo stockholders will receive 80.5 percent or more of
the purchase price through a tax-free exchange of Cendant Common Stock with
a market value of $26.565 per Galileo share, subject to a collar. The
number of shares of Cendant Common Stock will fluctuate within a collar of
$17 to $20 from 1.563 share of Cendant Common Stock per Galileo Share if
the average price of Cendant Common Stock is $17 per share of Cendant
Common Stock during the Pricing Period (as defined in the Merger Agreement)
to 1.328 share of Cendant Common Stock per Galileo Share if the average
price per share of Cendant Common Stock is $20 during the Pricing Period.
The total number of shares of Cendant Common Stock to be issued will be
between 116 million and 137 million shares. If the average price per share
of Cendant Common Stock during the Pricing Period is below or above the
collar, the value of the transaction will be greater or less than $33 per
Galileo Share since the exchange ratios, as noted above, are fixed for
stock consideration outside the collar. If the average price per share of
Cendant Common Stock is at or below $14 during the Pricing Period, Galileo
will have a right to terminate the transaction.
The remainder of the purchase price, up to $6.435 per
Galileo share or approximately $562 million in the aggregate, will be paid
in cash. The cash portion of the consideration is limited to 19.5 percent
of the value of the total consideration on the closing date to be paid to
Galileo stockholders.
The Merger is subject to customary closing conditions,
including the approval and adoption of the Merger Agreement by Galileo's
stockholders, the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the
receipt of approvals from the European Commission, the Treasurer of the
Commonwealth of Australia and the Canadian Commission of Competition, and
the satisfaction or waiver of certain other conditions as more fully
described in the Merger Agreement.
As an inducement to Cendant entering into the Merger
Agreement, Cendant entered into a Transaction Support Agreement (the
"Support Agreement"), dated as of June 15, 2001, with United Air Lines,
Inc. ("UAL") and Covia LLC, a wholly owned subsidiary of UAL ("Covia", and
together with UAL, "United"). The total number of shares of Galileo Common
Stock owned of record and/or beneficially by United is 15,940,000 shares
(the "United Shares"). Pursuant to the Support Agreement, Covia irrevocably
and unconditionally agreed to vote or cause to be voted (including by
written consent, if applicable) all of the United Shares (i) in favor of
the adoption of the Merger Agreement, (ii) against any Third-Party
Acquisition (as defined in the Merger Agreement) and (iii) against any
proposed action by Galileo, Galileo's stockholders or any other person the
result of which action could prevent or materially delay completion fo the
Merger.
United agreed not to solicit or participate in any
solicitation of proxies with respect to any shares of Galileo Common Stock.
United also agreed not to (i) encourage, invite, initiate or solicit any
inquiries relating to or the submission or making of a proposal by any
person with respect to a Third-Party Acquisition or (ii) participate in or
encourage, invite, initiate or solicit negotiations or discussions with, or
furnish or cause to be furnished any information to, any person relating to
a Third-Party Acquisition; provided, however, that, prior to Galileo's
stockholders meeting, if (x) United or Galileo receives an unsolicited bona
fide written proposal from any person with respect to a Third-Party
Acquisition which United determines in good faith could reasonably be
expected to result in a Superior Proposal (as defined in the Merger
Agreement), or (y) there is a Superior Proposal which has been made by any
person, then United may furnish information to such person and may
participate in discussions and negotiations with such person.
United may terminate the Support Agreement and revoke its
proxy if Galileo's Board of Directors withdraws its recommendation of the
Merger Agreement in favor of a Superior Proposal or if the Merger Agreement
is amended and United determines that the amendment is adverse in a
material respect to it.
As a further inducement to Cendant entering into the
Merger Agreement, Galileo entered into a Stock Option Agreement (the
"Option Agreement"), dated as of June 15, 2001, with Cendant. The Option
Agreement grants to Cendant an irrevocable option (the "Option") to
purchase up to 17,041,071 shares of Galileo Common Stock (the "Option
Shares"), subject to customary adjustments, together with the rights
associated with such Option Shares issued pursuant to the Rights Agreement
(as defined in the Option Agreement) at a purchase price of $33.00 per
Galileo Share. In no event will the number of shares of Galileo Common
Stock for which the Option is exercisable exceed 19.5% of the total number
of shares of Galileo Common Stock issued and outstanding. The Option may be
exercised by Cendant, in whole or in part, at any time after the Merger
Agreement becomes terminable by Cendant (i) under circumstances which could
entitle Cendant to the termination fee under the Merger Agreement
regardless of whether the Merger Agreement is actually terminated and (ii)
the Support Agreement is terminated in accordance with its terms. None of
such events has occurred at the time of this filing. If Cendant proposes to
exercise the Option following the record date of Galileo's stockholders
meeting, Galileo must take all actions necessary to fix a new record date
and to hold its stockholders meeting when Cendant has the opportunity to
vote the Option Shares at the stockholders meeting. Galileo's Board of
Directors is not, however, required to fix a new record date if it
determines in good faith that taking such action would create a substantial
probability of violating its fiduciary duties. If the Merger is consummated
in accordance with the terms of the Merger Agreement, the Option will not
be exercised. No monetary consideration was paid by Cendant to Galileo for
the Option.
At any time during which the Option is exercisable,
Cendant shall have the right to sell to Galileo and Galileo shall have the
obligation to repurchase from Cendant (the "Put") all or any portion of the
Option at a price equal to the product obtained by multiplying (i) the
difference between (A) the Market/Offer Price (as defined below) for shares
of Galileo Common Stock as of the date the notice (the "Notice Date") of
the exercises of the Put is given to Galileo and (B) $33.00, by (ii) the
number of Option Shares purchasable pursuant to the Option. If the Put
becomes exercisable, and all or any portion of the Option has already been
exercised, Galileo would be obligated to repurchase all or any portion of
the shares of Galileo Common Stock issued at a price equal to the product
obtained by multiplying (i) the higher of (A) $33.00 and (B) the
Market/Offer Price by (ii) the number of Galileo Shares with respect to
which Cendant is exercising the Put.
The Market/Offer Price is defined as the higher of (i)
the highest price per share offered as of the Notice Date pursuant to any
tender or exchange offer or proposed pursuant to any other Third-Party
Acquisition proposal which was commenced or proposed prior to the Notice
Date and not terminated or withdrawn as of the Notice Date and (ii) the
average of the closing sales prices of Galileo Common Stock reported on the
NYSE Composite Tape for the 5 consecutive trading days ending on (and
including) the trading day immediately preceding the Notice Date.
The Option Agreement also grants Cendant certain
registration rights with respect to the Option Shares. Notwithstanding
Cendant's right to exercise the Option and the Put, if the Total Payment
(as defined in the Option Agreement, which includes any amounts received as
a termination fee under the Merger Agreement) received by Cendant exceeds
$100 million, then Cendant may, at its option: (i) reduce the number of
shares subject to the Option; (ii) deliver to Galileo for cancellation
previously purchased Option Shares; (iii) pay cash to Galileo; or (iv) any
combination thereof.
If Cendant elects to exercise the Option, it currently
anticipates that the funds needed to purchase Galileo Shares will be
generated by a combination of available working capital and other available
borrowing sources.
References to, and descriptions of, the Merger Agreement,
the Support Agreement and the Option Agreement as set forth above in this
Item 3 are qualified in their entirety by reference to the copies of the
Merger Agreement, the Support Agreement and the Option Agreement which are
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are
incorporated in this Item 3 in their entirety where such references and
descriptions appear.
Item 4. Purpose of Transaction
As stated above, the Support Agreement and the Option
Agreement were entered into as an inducement to Cendant entering into the
Merger Agreement.
The directors of Merger Sub immediately prior to the
effective time of the Merger will become the directors of the Galileo upon
consummation of the Merger in accordance with the terms of the Merger
Agreement.
Cendant anticipates that if the Merger is completed,
Galileo will become a wholly owned subsidiary of Cendant and that Cendant
will seek to cause the Galileo Common Stock to be delisted from trading on
the New York Stock Exchange and to cause the termination of registration of
the Galileo Common Stock pursuant to the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.
Upon completion of the Merger, the Board of Directors of
Merger Sub will become the Board of Directors of Galileo. In addition, the
Certificate of Incorporation of Galileo will be amended and restated in the
Merger and the By-laws of Merger Sub will be the By-laws of Galileo after
the consummation of the Merger. The Merger Agreement also requires that
Galileo suspend payment of its regular quarterly cash dividend.
Other than as described above in Item 3 and in this Item
4, Cendant has no plans or proposals which relate to, or may result in, any
of the matters listed in Items 4(a)-(j) of Schedule 13D (although Cendant
reserves the right to develop such plans).
References to, and descriptions of, the Merger Agreement,
the Support Agreement and the Option Agreement as set forth above in this
Item 4 are qualified in their entirety by reference to the copies of the
Merger Agreement, the Support Agreement and the Option Agreement which are
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and are
incorporated in this Item 4 in their entirety where such references and
descriptions appear.
Item 5. Interest in Securities of the Issuer
As a result of the Support Agreement, Cendant may be
deemed to have the shared power to vote or the right to direct the vote of
15,490,000 shares of Galileo Common Stock owned by United, which constitute
approximately 18.2% of the issued and outstanding shares of Galileo Common
Stock based on the number of shares of Galileo Common Stock outstanding as
of May 31, 2001, as represented by Galileo in the Merger Agreement. Cendant
is not, however, entitled to any rights as a stockholder of Galileo, has no
dispositive power and expressly disclaims any beneficial ownership of the
United Shares.
As a result of the issuance of the Option, Cendant may be
deemed to be the beneficial owner of 17,041,071 shares of Galileo Common
Stock, which would represent approximately 19.5% of the issued and
outstanding shares of Galileo Common Stock based on the number of shares of
Galileo Common Stock outstanding as of May 31, 2001, as represented by
Galileo in the Merger Agreement. Until the Option is exercised, Cendant
does not have any right to vote (or direct the vote of) or dispose (or to
direct the disposition of) any shares of Galileo Common Stock that may be
purchased upon exercise of the Option. Upon purchase of the Option Shares,
Cendant will have sole voting and dispositive power with respect to the
Option Shares. As noted in Item 4 above, however, the Option is not
currently exercisable and Cendant may not exercise the Option until after
the Support Agreement is terminated.
At no time shall Cendant have voting and dispositive
power with respect to both the United Shares and the Option Shares.
Accordingly, Cendant may never have the power to vote and/or have
beneficial ownership of more that 19.5% of the outstanding shares of
Galileo Common Stock.
Other than as set forth in this Schedule 13D, as of the
date hereof (i) neither Cendant nor any subsidiary of Cendant nor, to the
best of Cendant's knowledge, any of Cendant's executive officers or
directors beneficially owns any shares of Galileo Common Stock and (ii)
there have been no transactions in shares of Galileo Common Stock effected
during the past 60 days by Cendant or by any subsidiary of Cendant or, to
the best of Cendant's knowledge, by any of Cendant's executive officers or
directors.
No other person is known by Cendant to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from he sale of, the shares of Galileo Common Stock obtainable by
Cendant upon exercise of the Option.
Reference to, and descriptions of, the Merger Agreement,
Support Agreement and the Option Agreement as set forth in this Item 5 are
qualified in their entirety by reference to the copies of the Merger
Agreement, the Support Agreement and the Option Agreement listed as
Exhibits 1, 2 and 3, respectively, to this Schedule 13D, and incorporated
in this Item 5 in their entirety where such references and descriptions
appear.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The information set forth, or incorporated by reference,
in Items 3 through 5 is hereby incorporated by reference.
Copies of the Merger Agreement, the Support Agreement and
the Option Agreement are incorporated by reference as Exhibits 1, 2 and 3,
respectively, to this Schedule 13D. To the best of Cendant's knowledge,
except as described in this Schedule 13D, there are at present no other
contracts, arrangements, understandings or relationships among the persons
named in Item 2 above, and between any such persons and any person, with
respect to any securities of Galileo.
Item 7. Materials to be Filed as Exhibits
Exhibit Description
1 Agreement and Plan of Merger, dated as of June
15, 2001, among Galileo International, Inc.,
Cendant Corporation and Galaxy Acquisition
Corp. (incorporated by reference to Exhibit 2.1
of Cendant Corporation's Current Report on Form
8-K filed June 18, 2001 (the "Cendant Form
8-K"))
2 Transaction Support Agreement, dated as of June
15, 2001, between Cendant Corporation, United
Air Lines, Inc. and Covia LLC (incorporated by
reference to Exhibit 99.1 of the Cendant Form
8-K).
3 Stock Option Agreement, dated as of June 15,
2001, between Galileo International, Inc. and
Cendant Corporation (incorporated by reference
to Exhibit 99.2 of the Cendant Form 8-K).
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
June 22, 2001 CENDANT CORPORATION
By: /s/ Eric J. Bock
----------------------------
Name: Eric J. Bock
Title: Senior Vice President, Law
and Corporate Secretary
Schedule A
The name, business address and principal occupation of
each executive officer and director of Cendant Corporation are set forth
below. Unless otherwise indicated, each occupation set forth opposite an
executive officer's name refers to employment with Cendant Corporation.
Each of these persons is a United States citizen.
DIRECTORS
(INCLUDING DIRECTORS WHO ARE EXECUTIVE OFFICERS)
Name Principal Address
Occupation
Henry R. Silverman President, Chairman and Cendant Corporation
Chief Executive Officer 9 West 57th Street
New York, NY 10019
James E. Buckman Vice Chairman and General Cendant Corporation
Counsel 9 West 57th Street
New York, NY 10019
Stephen P. Holmes Vice Chairman; Chairman Cendant Corporation
and Chief Executive Officer, 6 Sylvan Way Parsippany, NJ
Cendant Travel Division 07054
Martin Edelman Of Counsel, Paul Hastings Paul, Hastings, Janofsky &
Janofsky & Walker Walker LLP
399 Park Avenue
New York, NY 10022
Myra J. Biblowit President, The Breast Cancer The Breast Cancer Research
Research Foundation Foundation
Suite 1209
654 Madison Avenue
New York, NY 10021
The Rt. Hon. Brian Mulroney, Senior Partner, Ogilvy Ogilvy Renault
P.C., LL.D. Renault 1981 McGill College Ave.
Suite 1100
Montreal, Quebec H3A 3C1
Robert W. Pittman President and Co-Chief AOL Time Warner, Inc.,
Operating Officer, AOL 22000 AOL Way
Time Warner, Inc. Dulles, VA 20166
Sheli Z. Rosenberg Vice Chairwoman, Equity Equity Group Investments, Inc.
Group Investments, Inc. 2 N. Riverside Plaza
Suite 600
Chicago, IL 60606
Leonard S. Coleman Senior Advisor, Major Cendant Corporation
League Baseball 9 West 57th Street New York, NY
10019
John C. Malone, Ph.D. Chairman, Liberty Media Liberty Media Corporation
Corporation 9197 South Pioria St.
Englewood, CO 80112
Robert E. Nederlander President, Nederlander Nederlander Organization, Inc.
Organization, Inc. 1450 Broadway
20th Floor
New York, NY 10018
Cheryl D. Mills Senior Vice President, Oxygen Media, Inc.
Corporate Policy and Public 75 Ninth Avenue
Programing, Oxygen Media, New York, NY 10011
Inc.
Robert F. Smith Senior Managing Director, Car Component Technologies,
Car Component Inc.
Technologies, Inc. 10 Ironhorse Drive
Bedford, NH 03110
Secretary William S. Cohen Chairman and Chief The Cohen Group
Executive Officer, The 600 13th St. NW
Cohen Group Suite 640
Washington, DC 20005
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Principal Occupation Address
Kevin M. Sheehan Senior Executive Vice Cendant Corporation
President and Chief Financial 6 Sylvan Way Parsippany, NJ
Officer 07054
Richard A. Smith Chairman and Chief Executive Cendant Corporation
Officer, Real Estate Division 6 Sylvan Way Parsippany, NJ
07054
John W. Chidsey Chairman and Chief Executive Cendant Corporation
Officer, Diversified Services 6 Sylvan Way Parsippany, NJ
Division 07054
Samuel L. Katz Chief Strategic Officer and Cendant Corporation
Senior Executive Vice 9 West 57th Street New York,
President, Strategic and NY 10019
Business Development
Thomas D. Christopoul Senior Executive Vice Cendant Corporation
President and Chief 6 Sylvan Way Parsippany, NJ
Administrative Officer 07054
Toby Ippolito Executive Vice President and Cendant Corporation
Chief Accounting Officer 6 Sylvan Way Parsippany, NJ
07054