PROSPECTUS SUPPLEMENT NO. 12 Filed pursuant to Rule No. 424(b)(3)
(To Prospectus dated July 25, 2001) File No. 333-59246
$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, May 22, 2002, August 30, 2002 and December
11, 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 which 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(1) Be Sold(2) Outstanding(3)
---- ----------- -------------- ---------- --------------
DBAG London.......................................... $32,188,000 4.88% 1,075,079 *
NCMIC................................................ $400,000 * 13,360 *
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(1) Be Sold(2) Outstanding(3)
---- ----------- -------------- ---------- --------------
Conseco Annuity Assurance-Multi Bucket Annuity
Convertible Bond Fund..................... $4,000,000 * 133,600 *
___________
* Less than one percent (1%).
(1) Calculated based on the $658,468,000 aggregate principal amount of the
CODES outstanding as of March 6, 2003.
(2) 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.
(3) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,030,114,542 shares of CD common stock outstanding as of January 31,
2003. 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 March 7, 2003.