Filed pursuant to Rule 424(b)(3)
File No. 333-59246
PROSPECTUS SUPPLEMENT NO. 9
(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 and March 1, 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)
---- ----------- ----------- ---------- --------------
Deutsche Bank London.......................... $5,000,000 * 167,000 *
Golden Rule Insurance Company (3)........................ $400,000 * 13,360 *
Maryland State Retirement Fund (3)........................ $15,000,000 1.01% 501,000 *
-----------
* 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
1,037,692,184 shares of CD common stock outstanding as of April
30, 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.
(3) GEM Capital Management, Inc., a registered investment adviser, has
investment discretion with respect to the securities beneficially
owned by its managed accounts which are named as selling
securityholders.
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 May 22, 2002.