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):
February 13, 2009 (February 13, 2009)
WYNDHAM WORLDWIDE
CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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1-32876
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20-0052541
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(State or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Seven Sylvan Way
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Parsippany, NJ
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07054
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including area code
(973)
753-6000
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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Wyndham Worldwide Corporation (the “Company”) intends
to initiate an at-the-market equity sales program pursuant to a
distribution agreement (the “Agreement”) with
J.P. Morgan Securities Inc. (“J.P.Morgan”), under
which the Company may offer and sell shares of its common stock
from time to time up to an aggregate offering amount of
$200 million. The Company expects to enter into the
Agreement and file a prospectus supplement with the Securities
and Exchange Commission in the near future.
Under the Agreement, the Company will designate the minimum
price and maximum amount of common stock to be sold through
J.P.Morgan on any given trading day or days, and J.P.Morgan
would use its commercially reasonable efforts to offer such
common stock on such dates, subject to certain conditions. Sales
of common stock, if any, will be made under the Company’s
effective shelf registration statement on
Form S-3
by means of ordinary brokers’ transactions on the New York
Stock Exchange at market prices or as otherwise agreed with
J.P.Morgan. The Company may also agree to sell shares to
J.P.Morgan, as principal for its own account, on terms agreed to
by the parties.
The Company will not be obligated to sell and J.P.Morgan will
not be obligated to buy any shares of common stock under the
Agreement. No assurance can be given that the Company will sell
any shares of common stock under the Agreement, or, if it does,
as to the price or amount of common stock that it sells, or the
dates when such sales will take place.
The Company intends to use the net proceeds from the sale of its
common stock under the Agreement to repay borrowings under its
revolving credit facility and for general corporate purposes.
Forward-looking
statements
This report contains “forward-looking statements”
within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, conveying management’s
expectations as to the future based on plans, estimates and
projections at the time the Company makes the statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. The forward-looking statements contained in this
report include statements relate to the Company’s intention
to enter into the Agreement and sell common stock from time to
time.
Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. Factors that could cause actual results to differ
materially from those in the forward-looking statements include
general economic conditions, the performance of the financial
and credit markets, the economic environment for the hospitality
industry, the impact of war and terrorist activity, operating
risks associated with the hotel, vacation exchange and rentals
and vacation ownership businesses and the trading price of our
common stock on the New York Stock Exchange, as well as those
risks described in the Company’s Quarterly Report on
Form 10-Q,
filed with the SEC on November 10, 2008. Except for the
Company’s obligations to disclose material information
under the federal securities laws, it undertakes no obligation
to release publicly any revisions to any forward-looking
statements, to report events or to report the occurrence of
unanticipated events.