Filed pursuant to Rule No. 424(b)(3)
File number 333-83334
PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated March 15, 2002)
$1,200,000,000
CENDANT CORPORATION
3 7/8% Convertible Senior Debentures due 2011
and shares of CD common stock issuable upon conversion of the debentures
This prospectus supplement supplements the prospectus dated March
15, 2002 of Cendant Corporation, as supplemented on April 15, 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 $1,200,000,000
aggregate principal amount 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 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)
---- ----------- ----------- ---------- --------------
Akela Capital Master Fund, Ltd. . . . . . . $2,000,000 * 83,160 *
Barclays Capital Securities . . . . . . . . $298,000 * 12,391 *
Credit Lyonnais Securities (USA) Inc. . . . $10,000,000 * 415,800 *
Lehman Brothers Special Finance . . . . . . $54,200,000 4.517% 2,253,636 *
LLT Limited . . . . . . . . . . . . . . . . $333,000 * 13,846 *
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)
CALAMOS(R)Market Neutral Fund--
CALAMOS(R)Investment Trust . . . . . . . $10,560,000 * 439,085 *
UBS AG London Branch . . . . . . . . . . . . $55,800,000 4.650% 2,320,164 *
-----------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's debentures at a
conversion rate of 41.58 shares of CD common stock per $1,000
principal amount of the debentures. This conversion rate is
subject to adjustment, however, as described under "Description of
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
982,020,341 shares of CD common stock outstanding as of March 15,
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 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 14
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 May 7, 2002.