Filed pursuant to Rule 424(b)(3)
File Number 333-59246
PROSPECTUS SUPPLEMENT NO. 10
(To Prospectus dated July 25, 2001)
$1,479,258,000
CENDANT CORPORATION
Zero Coupon Senior Convertible Contingent Debt Securities (CODESSM) 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, August 16, 2001,
August 24, 2001, September 25, 2001, October 5, 2001, November 6, 2001,
December 20, 2001, March 1, 2002 and May 22, 2002 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)
---- ----------- ----------- ---------- --------------
CitiSAM Ltd.................. $12,600,000 * 420,840 *
IMF Convertible Fund ....... $1,000,000 * 33,400 *
-----------
Additionally, the following represents updated information regarding
the selling securityholders listed in the selling securityholders 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)
---- ----------- ----------- ---------- --------------
Investcorp SAM Fund Ltd.......... $4,300,000 * 143,620 *
Rhapsody Fund, L.P. ............ $6,800,000 * 227,120 *
-----------
* 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 1,040,187,369 shares of
CD common stock outstanding as of July 31, 2002. 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.
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 30, 2002.