8-K 1 d262900.txt CENDANT MORTGAGE CAPITAL LLC -------------------------------------------------------------------------------- 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) August 31, 2004 CENDANT MORTGAGE CAPITAL LLC -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Registrant's telephone number, including area code, is (856) 917-6200 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- -2- Item 8.01. Other Events. ------------ On or about September 30, 2004, the Registrant will cause the issuance and sale of CDMC Mortgage Pass-Through Certificates, Series 2004-5 (the "Certificates") pursuant to a Pooling and Servicing Agreement to be dated as of September 1, 2004, between the Registrant as seller, Cendant Mortgage Corporation as master servicer and Citibank, N.A., as trustee. In connection with the sale of the Certificates, the Registrant has been advised by William J. Mayer Securities, LLC ("Mayer"), that Mayer has furnished to prospective investors certain information attached hereto as Exhibit 99.1 that may be considered "collateral term sheets" (as defined in the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") to Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and Kidder Structured Asset Corporation and the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association) (the "Collateral Term Sheets") with respect to the Certificates following the effective date of Registration Statement No. 333-110192 which Collateral Term Sheets are being filed as exhibits to this report. The Collateral Term Sheets have been provided by Mayer. The information in the Collateral Term Sheets is preliminary and may be superseded by the Prospectus Supplement relating to the Certificates and by any other information subsequently filed with the Securities and Exchange Commission. The Collateral Term Sheets were prepared by Mayer at the request of certain prospective investors, based on assumptions provided by, and satisfying the special requirements of, such prospective investors. The Collateral Term Sheets may be based on assumptions that differ from the assumptions set forth in the Prospectus Supplement. The Collateral Term Sheets may not include, and do not purport to include, information based on assumptions representing a complete set of possible scenarios. Accordingly, the Collateral Term Sheets may not be relevant to or appropriate for investors other than those specifically requesting them. -3- Item 9.01. Financial Statements, PRO FORMA Financial Information and Exhibits --------------------------------------------------------- (a) Financial Statements. -------------------- Not applicable. (b) PRO FORMA Financial Information. ------------------------------- Not applicable. (c) Exhibits --------

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized. CENDANT MORTGAGE CAPITAL LLC By: /s/ Michael K. Goeller -------------------------------------- Name: Michael K. Goeller Title: Assistant Vice President Dated: August 31, 2004 EXHIBIT INDEX

CENDANT MORTGAGE CAPITAL LLC 8-K