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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Cendant Corporation
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(Name of Issuer)
CD Common Stock, par value $.01 per share
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(Title of Class of Securities)
151310
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(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 17, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box . / /
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 29152510
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
26,356,979 shares
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
26,356,979 shares. See Item 3.
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,356,979 shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.1%. See Item 5.
14 TYPE OF REPORTING PERSON
CO
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
STATEMENT OF
LIBERTY MEDIA CORPORATION
PURSUANT TO SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934
IN RESPECT OF
CENDANT CORPORATION
AMENDMENT NO. 2 TO SCHEDULE 13D
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), hereby amends and supplements its Statement on Schedule 13D
as originally filed on February 18, 2000 and amended by Amendment No. 1 thereto
("Amendment No. 1") on November 22, 2000 (as so amended, the "Statement"), with
respect to the CD common stock, par value $.01 per share ("Common Stock"), of
Cendant Corporation, a Delaware corporation (the "Issuer"). Unless otherwise
indicated herein, each capitalized term used but not defined herein has the
meaning assigned thereto in the Statement.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended and supplemented by adding the
following information thereto:
On May 17, 2001, the call option that Liberty sold to Lehman Brothers
Finance S.A. ("Lehman Finance") on November 16, 2000, and reported in Amendment
No. 1, expired. In accordance with the terms of the call option, Liberty elected
to settle its obligations under the call option through the physical delivery of
19,800,000 shares of Common Stock to Lehman Finance.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Statement is hereby amended and supplemented by adding
the following information thereto
(a) After giving effect to the disposition described in Item 3 above,
Liberty beneficially owns through its subsidiary, Liberty CNDT, 26,356,979
shares of Common Stock. According to the Issuer's Quarterly Report on Form 10-Q
for its quarter ended March 31, 2001, there were 851,816,810 shares of Common
Stock issued and outstanding as of April 30, 2001. Based on such 851,816,810
shares, the 26,356,979 shares beneficially owned by the Reporting Person
represents 3.1% of such issued and outstanding shares of Common Stock.
Dr. Malone receives a $40,000 annual retainer from the Issuer as a
non-employee director of the Issuer. The retainer, which is paid quarterly, is
paid in shares of Common Stock. As of May 17, 2000, Dr. Malone had received
3,549 shares of Common Stock pursuant to this arrangement.
Mr. Gary S. Howard, the Executive Vice President, Chief Operating
Officer and a director of Liberty, beneficially owns 7,500 shares of Common
Stock.
Mr. Peter Zolintakis, a Senior Vice President of Liberty, beneficially
owns, jointly with his wife, 2,000 shares of Common Stock. On May 18, 2001, Mr.
Zolintakis repurchased call options covering 2,000 shares of Common Stock
expiring May 19, 2001, which he had previously sold on January 25, 2001. On May
18, 2001 he sold call options covering 2,000 shares of Common Stock, expiring
November 16, 2001, with a strike price of $20.
Except as described above and in the Statement, to the knowledge of the
Reporting Person, none of the Schedule 1 Persons and none of the Schedule 2
Persons beneficially owns any shares of Common Stock.
(b) Each of Liberty, Dr. Malone, Mr. Howard and Mr. Zolintakis has the
sole power to vote or to direct the voting, and the sole power to dispose of or
to direct the disposition of, the shares of Common Stock beneficially owned by
it or him.
(c) Dr. Malone received 698 shares of Common Stock from the Issuer on
April 16, 2001, pursuant to the non-employee director annual retainer
arrangement described above. Except for the shares received by Dr. Malone, and
the disposition described in Item 3 above, no transactions in the shares of
Common Stock have been effected by the Reporting Person or, to the knowledge of
the Reporting Person, by any of the Schedule 1 Persons or Schedule 2 Persons
during the past 60 days.
(d) None.
(e) After giving effect to the disposition described in Item 3 above,
Liberty ceased to be the beneficial owner of more than 5% of the Common Stock.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 24, 2001
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
-----------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
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Schedule 1 of the Statement is hereby amended to read in its entirety as
follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation are set forth below. The business address
for each person listed below is c/o Liberty Media Corporation, 9197 South Peoria
Street, Englewood, Colorado 80112. All executive officers and directors listed
on this Schedule 1 are United States citizens, except for David J.A. Flowers,
who is a Canadian citizen.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty;
Director of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of
Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer
and Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen &
Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson
Thacher & Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board of On
Command Corporation
Frank J. Macchiarola Director of Liberty, President of Saint Francis
College
Michael T. Ricks Director of Liberty; Vice President, Treasury, of
Telseon, Inc.
Larry E. Romrell Director of Liberty; Consultant to AT&T Broadband,
LLC (f/k/a Tele-Communications, Inc.)
David J.A. Flowers Senior Vice President and Treasurer of Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and
Secretary of Liberty
Peter Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller of Liberty
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Schedule 2 of the Statement is hereby amended to read in its entirety as
follows:
SCHEDULE 2
DIRECTORS AND EXECUTIVE OFFICERS
OF
AT&T CORP.
The name and present principal occupation of each director and executive
officer of AT&T Corp. are set forth below. The business address for each person
listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New
Jersey 07920. All executive officers and directors listed on this Schedule 2 are
United States citizens.
Name Title
---- -----
C. Michael Armstrong Director; Chairman of the Board and Chief
Executive Officer of AT&T Corp.
Kenneth T. Derr Director; Retired Chairman of the Board of Chevron
Corporation
M. Kathryn Eickhoff Director; President of Eickhoff Economics
Incorporated
Walter Y. Elisha Director; Retired Chairman and Chief Executive
Officer of Springs Industries, Inc.
George M. C. Fisher Director; Retired Chairman and Chief Executive
Officer of Eastman Kodak Company
Donald V. Fites Director; Retired Chairman of Caterpillar, Inc.
Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates
Ralph S. Larsen Director; Chairman and Chief Executive Officer of
Johnson & Johnson
John C. Malone Director; Chairman of Liberty Media Corporation
Donald F. McHenry Director; President of The IRC Group LLC
Michael I. Sovern Director; President Emeritus and Chancellor Kent
Professor of Law at Columbia University
Louis A. Simpson Director; President and Chief Executive Officer -
Capital Operations of GEICO Corporation
Sanford I. Weill Director; Chairman and Co-CEO of Citigroup Inc.
Masaki Yoshikawa Director; President and Chief Executive Officer of
NTT DoCoMo USA, Inc.
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Name Title
---- -----
John D. Zeglis Director; Chairman and Chief Executive Officer of
AT&T Wireless Group
Betsy Bernard Executive Vice President - AT&T Consumer Services
James W. Cicconi Executive Vice President-Law & Government Affairs
and General Counsel
Nicholas S. Cyprus Vice President and Controller
David W. Dorman President - AT&T Corp.
Mirian M. Graddick- Executive Vice President, Human Resources
Weir
Frank Ianna Executive Vice President and President, AT&T
Network Services
Richard J. Martin Executive Vice President, Public Relations and
Employee Communications
David C. Nagel President, AT&T Labs and Chief Technology Officer
Charles H. Noski Senior Executive Vice President and Chief
Financial Officer - AT&T Corp.
John C. Petrillo Executive Vice President, Corporate Strategy and
Business Development
Daniel E. Somers President and Chief Executive Officer - AT&T
Broadband
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