This excerpt taken from the WYN 8-K filed Feb 13, 2009.
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)
Registrants telephone number, including area code (973) 753-6000
(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:
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 Companys 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.