Cendant

(CD)

agreed to acquire

Fairfield Communities

(FFD)

for $15 a share, or about $635 million.

At least 50% of the consideration will be paid in cash, and the rest will either be in cash or Cendant common stock. The final acquisition price may increase to a maximum of $16 a share depending on a formula based on the average trading price of Cendant stock during a 20-day trading period prior to the closing of the transaction.

Cendant, which expects to complete the transaction in early 2001, said the acquisition will immediately add to earnings. Cendant, New York, provides real estate, travel and direct marketing services.

Fairfield Communities, Orlando, Fla., is a vacation ownership company, marketing and managing resort properties at 33 locations in 12 states and the Bahamas. Fairfield operates more than 32 dedicated sales centers and manages more than 110 timeshare and whole ownership resort associations.

Shares of Fairfield recently traded up 88 cents, or 6.7%, to $14. Cendant was up 6 cents, or 0.5%, to $12.13.