Filed pursuant to Rule No. 424(b)(3)
File Number 333-59246
PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED JULY 25, 2001)
$1,479,258,000
CENDANT CORPORATION
ZERO COUPON SENIOR CONVERTIBLE CONTINGENT DEBT SECURITIES (CODES) DUE 2021
AND CD COMMON STOCK ISSUABLE UPON CONVERSION OF THE CODES
This prospectus supplement supplements the prospectus dated July 25, 2001 of
Cendant Corporation, as supplemented August 1, 2001, relating to the sale by
certain of our securityholders (including their pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests) of up to $1,479,258,000 aggregate principal amount
at maturity of CODES and the shares of CD common stock issuable upon conversion
of the CODES. You should read this prospectus supplement in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
The table of selling securityholders contained in the prospectus is hereby
amended to add the entities who are named below as selling securityholders:
AGGREGATE NUMBER OF
PRINCIPAL AMOUNT SHARES OF CD PERCENTAGE OF
AT MATURITY OF PERCENTAGE OF COMMON STOCK SHARES OF CD
CODES THAT CODES THAT MAY COMMON STOCK
NAME MAY BE SOLD OUTSTANDING BE SOLD(1) OUTSTANDING(2)
---- ---------------- ------------- ------------ --------------
Deutsche Banc Alex. Brown Inc.......... $56,602,000 3.83% 1,890,507 *
Fidelity Financial Trust:
Fidelity Convertible Securities
Fund(3)............................ $18,950,000 1.28% 632,930 *
Additionally, the following represents updated information regarding the
selling securityholders listed in the selling securityholder table in the
prospectus:
AGGREGATE NUMBER OF
PRINCIPAL AMOUNT SHARES OF CD PERCENTAGE OF
AT MATURITY OF PERCENTAGE OF COMMON STOCK SHARES OF CD
CODES THAT CODES THAT MAY COMMON STOCK
NAME MAY BE SOLD OUTSTANDING BE SOLD(1) OUTSTANDING(2)
---- ---------------- ------------- ------------ --------------
AIG SoundShore Holdings Ltd............ $ 8,981,000 * 299,965 *
AIG SoundShore Opportunity Holding
Fund Ltd............................. $11,238,000 * 375,349 *
AIG SoundShore Strategic Holding
Fund Ltd............................. $ 6,341,000 * 211,789 *
Global Bermuda Limited Partnership..... $ 4,150,000 * 138,610 *
Lakeshore International Limited........ $15,500,000 1.05% 517,700 *
All other holders of CODES or future
transferees, pledgees, donees,
assignees or successors of any such
holders (4)(5)....................... $13,472,000 0.91% 449,965 0.05%
------------------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's CODES at a conversion rate of
33.40 shares of CD common stock per $1,000 principal amount at maturity of
the CODES. This conversion rate is subject to adjustment, however, as
described under "Description of the CODES--Conversion Rights". As a result,
the number of shares of CD common stock issuable upon conversion of the
CODES may increase or decrease in the future. Does not include shares of CD
common stock that may be issued by us upon purchase of CODES by us at the
option of the holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 857,074,916
shares of CD common stock outstanding as of June 30, 2001. In calculating
this amount for each holder, we treated as outstanding the number of shares
of CD common stock issuable upon conversion of all of that holder's CODES,
but we did not assume conversion of any other holder's CODES. Does not
include shares of CD common stock that may be issued by us upon purchase of
CODES by us at the option of the holder.
(3) The entity is either an investment company or a portfolio of an investment
company registered under Section 8 of the Investment Company Act of 1940, as
amended, or a private investment account advised by Fidelity Management &
Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an
investment advisor registered under Section 203 of the Investment Advisors
Act of 1940, as amended, and provides investment advisory services to each
of such Fidelity entities identified above, and to other registered
investment companies and to certain other funds which are generally offered
to a limited group of investors. FMR Co. is a wholly-owned subsidiary of FMR
Corp., a Massachusetts corporation.
(4) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(5) Assumes that any other holders of CODES, or any future pledgees, donees,
assignees, transferees or successors of or from any other such holders of
CODES, do not beneficially own any shares of CD common stock other than the
CD common stock issuable upon conversion of the CODES at the initial
conversion rate.
Investing in the CODES or shares of CD common stock involves risks that are
described in the "Risk Factors" section beginning on page 5 of the prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is August 16, 2001.