Filed pursuant to Rule No. 424(b)(3)
File Number 333-65578
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated August 27, 2001)
$1,000,000,000
CENDANT CORPORATION
Zero-Coupon Convertible
Debentures due 2021 and shares of CD common
stock issuable upon conversion of the debentures
This prospectus supplement supplements the prospectus dated August
27, 2001 of Cendant Corporation relating to the sale by certain of our
securityholders (including their pledges, donees, assignees, transferees,
successors and others who later hold any of the selling securityholders'
interests) of up to $1,000,000,000 aggregate principal amount at maturity
of debentures and the shares of CD common stock issuable upon conversion of
the debentures. 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:
Name Aggregate Number of
Principal Amount Shares of CD Percentage of
at Maturity of Percentage of Common Stock Shares of CD
Debentures That Debentures That May Common Stock
May Be Sold Outstanding Be Sold(1) Outstanding(2)
Gaia Offshore Master Fund Ltd . . . . . . . $10,000,000 1.000% 390,755 *
JMG Convertible Investments, LP . . . . . . $15,000,000 1.500% 586,133 *
Lakeshore International, Ltd. . . . . . . . $2,000,000 * 78,151 *
Merrill Lynch International Limited. . . . $20,000,000 2.000% 781,510 *
Additionally, the following represents updated information
regarding the selling securityholders listed in the selling securityholder
table in the prospectus:
Name Aggregate Number of
Principal Amount Shares of CD Percentage of
at Maturity of Percentage of Common Stock Shares of CD
Debentures That Debentures That May Common Stock
May Be Sold Outstanding Be Sold(1) Outstanding(2)
Goldman Sachs and Company . . . . . . . . $15,250,000 1.525% 595,901 *
JMG Triton Offshore Fund, Ltd. . . . . . . $15,000,000 1.500% 586,133 *
Normura Securities International, Inc. . . $96,500,000 9.650% 3,770,786 *
UBS AG London Branch . . . . . . . . . . . . $35,000,000 3.500% 1,367,643 *
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* Less than one percent (1%).
(1) Assumes conversion of all of the holder's debentures at a
conversion rate of 39.0755 shares of CD common stock per $1,000
principal amount at maturity of the debentures. This conversion
rate is subject to adjustment, however, as described under
"Description of the Debentures--Conversion Rights". As a result,
the number of shares of CD common stock issuable upon conversion
of the debentures may increase or decrease in the future. Does not
include shares of CD common stock that may be issued by us upon
purchase of the debentures 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 debentures, but we did not
assume conversion of any other holder's debentures. Does not
include shares of CD common stock that may be issued by us upon
purchase of the debentures by us at the option of the holder.
Investing in the debentures or shares of CD common stock involves
risks that are described in the "Risk Factors" section beginning on page 10
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 October 2, 2001.