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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)
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:
TABLE OF CONTENTS
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.
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