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FILED PURSUANT TO RULE 424(b)(3)
S.E.C. FILE NUMBER 333-23063
FOURTH SUPPLEMENT TO PROSPECTUS
February 11, 1999
(TO PROSPECTUS DATED SEPTEMBER 18, 1997)
The Prospectus dated September 18, 1997, as supplemented through the date hereof
(the "Prospectus"), relating to the offer and sale, from time to time, by the
Selling Securityholders listed therein of up to $550,000,000 aggregate principal
amount of 3% Convertible Subordinated Notes Due February 15, 2002 (the "Notes")
of Cendant Corporation (the "Company") and up to 17,959,205 shares of common
stock, $.01 par value of the Company, issuable upon conversion of the Notes, is
hereby supplemented as follows:
We urge you to carefully read the "Risk Factor" section appearing on page S-2 ,
where we describe specific risks associated with the Notes.
The following entities are hereby named as Selling Securityholders as
contemplated on page 29 of the Prospectus:
PRINCIPAL AMOUNT NUMBER OF
OF NOTES COVERED SHARES COVERED
SELLING SECURITYHOLDER BY THIS PROSPECTUS BY THIS PROSPECTUS
________________________________ ____________________ ___________________
CIBC Oppenheimer Corp. $ 5,870,000 191,673
1 World Financial Center
New York, NY 10281
Goldman, Sachs & Co. $ 13,000a 424a
10 Hanover Square, 12th Floor
New York, NY 10005
Merrill Lynch Pierce Fenner and $ 750,000a 24,489a
Smith Inc.
101 Hudson Street, 10th Floor
Jersey City, NJ 07302-3997
NationsBank Montgomery Securities LLC $ 7,685,000a 250,938a
9 W 57th Street, 40th Floor
New York, NY 10019
a Principal Amount of Notes and Number of Shares represented in this Supplement
by this Selling Securityholder is in addition to those Notes and Shares set
forth with respect to this Selling Securityholder in the Prospectus, as
supplemented through the date hereof.
RISK FACTOR
You should carefully read the following risk factor before purchasing any Notes.
Discovery of Accounting Irregularities and Related Litigation and SEC
Investigation
On April 15, 1998, we announced that in the course of transferring
responsibility for the Company's accounting functions from the former CUC
International Inc. ("CUC") personnel to former HFS Incorporated ("HFS")
accounting personnel and preparing for the reporting of first quarter 1998
financial results, we discovered accounting irregularities in certain CUC
business units. As a result, upon discovering such accounting irregularities in
certain former CUC business units, the Audit Committee of our Board of Directors
and its counsel, assisted by auditors, immediately began an intensive
investigation that resulted, in part, in us restating our previously reported
financial results for 1997, 1996 and 1995. Our restated net income (loss)
totaled $(217.2) million, $330.0 million and $229.8 million in 1997, 1996 and
1995, respectively ($(0.27), $0.41 and $0.31 per diluted share, respectively).
We originally reported corresponding net income of $55.4 million, $423.6 million
and $302.8 million in 1997, 1996 and 1995, respectively ($0.06, $0.52 and $0.42
per diluted share, respectively).
As a result of these accounting irregularities, numerous purported class
action lawsuits, two purported derivative lawsuits and an individual lawsuit
have been filed against us and, among others, HFS, and certain current and
former officers and directors of us and HFS, asserting various claims under the
federal securities laws and certain state statutory and common laws, including
claims that our previously issued financial statements allegedly were false and
misleading and that we allegedly know or should have known that they caused the
price of our securities to be artificially inflated. In addition, the staff of
the SEC and the United States Attorney for the District of New Jersey are
conducting investigations relating to the accounting issues. The SEC Staff has
advised the Company that its inquiry should not be construed as an indication by
the SEC or its staff that any violations of law have occurred. Please see the
Company's Annual Report on Form 10-K/A for the fiscal year ending December 31,
1997 and the Company's Current Report on Form 8-K, dated January 8, 1999 for
additional information regarding this litigation.
We do not believe that it is feasible to predict or determine the final
outcome of these proceedings or to estimate the amounts or potential range of
loss with respect to the resolution of these proceedings. In addition, the
timing of the final resolution of the proceedings is uncertain. The possible
outcome or resolution of the proceedings could include a judgment against us or
a settlement and could require substantial payments by us. Our management
believes that an adverse outcome with respect to such proceedings could have a
material impact on our financial condition, results of operations and cash
flows.