Filed pursuant to Rule No. 424(b)(3)
File Number 333-65578
PROSPECTUS SUPPLEMENT NO. 4
(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,
November 13, 2001 and January 8, 2002, 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 entity who is named below as a selling
securityholder:
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
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
---- ----------- ----------- ---------- --------------
CSFB Convertible & Quantative
Strategies Ltd . . . . . . . . . . . . . $1,500,000 * 58,613 *
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
Debentures That Debentures That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
---- ----------- ----------- ---------- --------------
Goldman Sachs and Company . . . . . . . . $31,850,000 3.185% 1,244,555 *
-----------
* 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
977,708,342 shares of CD common stock outstanding as of December
31, 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 February 20, 2002.