Filed pursuant to Rule No. 424(b)(3)
File Number 333-65578
PROSPECTUS SUPPLEMENT NO. 2
(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, as supplemented on October 2, 2001, 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:
Aggregate Number o
Principal Amount Shares of CD Percentage of
at Maturity of Percentage of Common Stock Shares of CD
Debentures That Debentures That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
Jeffries & Co....................... $2,000,000 * 78,151 *
JP Morgan Securities Inc............ $18,000,000 1.800% 703,359 *
Morgan Stanley & Co................. $5,000,000 * 195,378 *
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
Name Debentures That Debentures That May Common Stock
---- May Be Sold Outstanding Be Sold(1) Outstanding(2)
Citi SAM Fund Ltd................... $2,600,000 * 101,596 *
Goldman Sachs and Company .......... $28,250,000 2.825% 1,103,883 *
-----------
* 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 November 13, 2001.