Registration No. 333-[ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
06-0918165
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(I.R.S. Employer Identification No.)
9 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Fairfield Communities, Inc. Third Amended and Restated 1992 Warrant Plan
Vacation Break U.S.A., Inc. 1995 Stock Option Plan
Fairfield Communities, Inc. Fourth Amended and Restated 1997 Stock Option Plan
Fairfield Communities, Inc. 2000 Incentive Stock Plan
Avis Group Holdings, Inc. 2000 Incentive Compensation Plan
Avis Group Holdings, Inc. 1997 Stock Option Plan
Avis Group Holdings, Inc. Voluntary Investment Savings Plan
Cendant Corporation 1999 Broad-Based Employee Stock Option Plan
Cendant Corporation Amended and Restated 1997 Stock Option Plan
Cendant Corporation Amended and Restated 1997 Stock Incentive Plan
Cendant Corporation Amended and Restated 1997 Employee Stock Plan
Cendant Corporation Amended and Restated 1987 Stock Option Plan
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(Full Title of Plan)
JAMES E. BUCKMAN, ESQ.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
Copies to:
ERIC J. BOCK, ESQ
Senior Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
Tel: (212) 413-1800 Fax: (212) 413-1922
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(Name, Address, Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Title Of Proposed Maximum Proposed Amount Of
Securities To Be Amount To Be Offering Price Per Maximum Aggregate Registration Fee
Registered(1) Registered(2) Obligation Offering Price(3)
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Common Stock, 60,469,620 $14.005 $846,877,028 $211,720
$.01 par value,
of the series
designated CD
Common Stock
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1. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act") this Registration Statement covers an
indeterminate amount of interests to be offered or sold pursuant to the
Voluntary Investment Savings Plan.
2. (i) 875,084 shares under the Fairfield Communities, Inc. Third Amended
and Restated 1992 Warrant Plan; 34,343 shares under the Vacation Break
U.S.A., Inc. 1995 Stock Option Plan; 2,772,796 shares under the Fairfield
Communities, Inc. Fourth Amended and Restated 1997 Stock Option Plan;
1,435,497 shares under the Fairfield Communities, Inc. 2000 Incentive Stock
Plan (collectively, the "Fairield Plans"). The number of shares to be
registered in connection with the Fairfield Plans is based on the number of
shares of Common Stock, par value $0.01 per share of Fairfield Communities,
Inc. that were outstanding or issuable under the Fairfield Plans or
otherwise expected to be issued on or before the Effective Time of the
merger of a subsidiary of the registrant with and into Fairfield
Communities, Inc. multiplied by the exchange ratio of 1.1306 shares of
Company Common Stock and (ii) 764,000 shares under the Avis Group
Holdings, Inc. 2000 Incentive Compensation Plan; 1,209,000 shares under
the Avis Group Holdings, Inc. 1997 Stock Option Plan; 3,000,000 shares
under the Avis Group Holdings, Inc. Voluntary Investment Savings Plan;
15,000,000 shares under the Cendant Corporation 1999 Broad-Based Employee
Stock Option Plan; 13,000,000 shares under the Cendant Corporation Amended
and Restated 1997 Stock Option Plan; 10,000,000 shares under the Cendant
Corporation Amended and Restated 1987 Stock Option Plan; 10,000,000 shares
under the Cendant Corporation Amended and Restated 1997 Stock Incentive
Plan and 2,378,900 shares under the Cendant Corporation Amended and
Restated 1997 Employee Stock Plan.
3. Estimated solely for the purpose of determining the registration fee.
4. The registration fee for the securities registered hereby has been
calculated pursuant to Rule 457(h) under the Securities Act and is based
upon the average of the high and low sale price of the Company Common
Stock, as reported on the New York Stock Exchange on April 4, 2001.
$165,218 of the registration fee was previously paid in connection with the
registrant's Registration Statement on Form S-4 (No. 333-51682), withdrawn
on April 6, 2001, and $35,852.53 of the registration fee was previously
paid in connection with the registrant's Registration Statement on Form S-3
(No. 333-30314) withdrawn on February 22, 2001.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to up to 60,469,620 shares
of common stock, par value $.01 per share of Cendant Corporation (the
"Company"), of the series designated CD Common Stock (the "Company Common
Stock"), issuable pursuant to (i) the Fairfield Communities, Inc. Third
Amended and Restated 1992 Warrant Plan, Vacation Break U.S.A., Inc. 1995
Stock Option Plan, Fairfield Communities, Inc. Fourth Amended and Restated
1997 Stock Option Plan, and Fairfield Communities, Inc. 2000 Incentive Stock
Plan (collectively, the "Fairfield Plans"), all of which have been
assumed by the Company pursuant to the Agreement and Plan of Merger, dated
as of November 1, 2000, as amended, by and among the Company, Fairfield
Communities, Inc. and Grand Slam Acquisition Corp., and (ii) the Avis Group
Holdings, Inc. 2000 Incentive Compensation Plan, the Avis Group Holdings,
Inc. 1997 Stock Option Plan, the Avis Group Holdings, Inc. Voluntary
Investment Savings Plan, the Cendant Corporation Amended and Restated 1999
Broad-Based Employee Stock Option Plan, the Cendant Corporation Amended and
Restated 1997 Stock Option Plan, the Cendant Corporation Amended and
Restated 1997 Employee Stock Plan, the Cendant Corporation Amended and
Restated 1997 Stock Incentive Plan and the Cendant Corporation Amended and
Restated 1987 Stock Option Plan (collectively with the Fairfield Plans, the
"Plans").
PART I
INFORMATION REQUIRED IN THE 10 (A) PROSPECTUS
The documents containing the information specified in this Part I
will be sent or given to all participants in the Plans as specified by Rule
428(b)(1) under the Securities Act. Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute the prospectuses (the "Prospectuses") that meet the requirements
of Section 10(a) of the Securities Act relating to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The SEC allows us to "incorporate by reference" the information we
file with them, which means:
o incorporated documents are considered part of this
Registration Statement and the Prospectuses,
o we can disclose important information to you by referring
you to those documents,
o information that we file with the SEC will automatically
update this Registration Statement and update and/or
supersede the Prospectuses, and
o any statement contained in a document incorporated or deemed
to be incorporated by reference in the Prospectuses shall be
deemed to be modified or superseded for the purposes of this
Registration Statement and the Prospectuses to the extent
that a statement contained in the Registration Statement or
the Prospectuses or in any subsequently filed document that
also is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectuses modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Prospectuses.
We incorporate by reference the documents listed below that we
filed with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
o our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000,
o the description of our common stock contained in our Proxy
Statement dated February 10, 2000,
o our Current Reports on Form 8-K dated January 9, 2001,
January 18, 2001, February 7, 2001 (filed on February 8,
2001), February 8, 2001, February 20, 2001, March 1, 2001
(filed on March 9, 2001), March 12, 2001 and April 3, 2001,
o our Current Reports on Form 8-K/A dated January 19, 2001 and
March 21, 2001.
We also incorporate by reference each of the following documents
that we will file with the SEC after the date of this Registration
Statement:
o reports filed under Sections 13(a) and (c) of the Exchange
Act,
o proxy or information statements filed under Section 14 of
the Exchange Act in connection with any subsequent
stockholders' meeting, and
o any reports filed under Section 15(d) of the Exchange Act.
You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address:
Investor Relations
Cendant Corporation
9 West 57th Street
New York, New York 10019
Telephone: (212) 413-1933
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Eric J. Bock, Esq. has rendered an opinion on the validity of the
securities being registered under the Plans pursuant to this Registration
Statement. Mr. Bock is a Senior Vice President, Law of the Registrant. A
copy of this opinion is attached as Exhibit 5.1 to this Registration
Statement. Mr. Bock holds shares of common stock of the Company and options
to acquire shares of common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify any
person who was or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or
was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit
or proceeding, provided that such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify directors, officers,
employees and other agents of such corporation in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation. Where a
director, officer, employee or agent of the corporation is successful on
the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in defense of any claim, issue or matter herein, the
corporation must indemnify such person against the expenses (including
attorney's fees) which he or she actually and reasonably incurred in
connection therewith.
The Company's By-Laws contain provisions that provide for
indemnification of officers and directors to the full extent permitted by,
and in the manner permissible under, the GCL.
As permitted by Section 102 (b)(7) of the GCL, the
Company's Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, subject to certain exceptions.
The Company has also agreed to indemnify certain
predecessor auditors for the payment of certain costs and expenses incurred
as a result of the consent of such auditor to the inclusion of its audit
reports on the Company's past financial statements in this Registration
Statement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index attached hereto.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned Company hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
this 6th day of April 2001.
CENDANT CORPORATION
(Registrant)
By: /s/ James E. Buckman
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James E. Buckman
Vice Chairman
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James E. Buckman
and Eric J. Bock, and each and either of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed as of April 6, 2001 by the following
persons in the capacities indicated.
Name Title
/s/ Henry R. Silverman Chairman of the Board,
- ---------------------- President, Chief Executive
Henry R. Silverman Officer and Director
(Principal Executive Officer)
/s/ James E. Buckman Vice Chairman,
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James E. Buckman General Counsel and Director
/s/ Stephen P. Holmes Vice Chairman and Director
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Stephen P. Holmes
/s/ Kevin M. Sheehan Senior Executive Vice President
- ----------------------- and Chief Financial Officer
Kevin M. Sheehan
/s/ John T. McClain Senior Vice President and Chief Accounting
- ------------------------ Officer (Principal Accounting Officer)
John T. McClain
/s/ Myra J. Biblowit Director
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Myra J. Biblowit
/s/ William S. Cohen Director
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The Honorable William S. Cohen
/s/ Leonard S. Coleman Director
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Leonard S. Coleman
/s/ Martin L. Edelman Director
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Martin L. Edelman
Director
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Dr. John C. Malone
/s/ Cheryl D. Mills Director
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Cheryl D. Mills
/s/ Brian Mulroney Director
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The Rt. Hon. Brian Mulroney,
P.C., LL.D.
/s/ Robert E. Nederlander Director
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Robert E. Nederlander
/s/ Robert W. Pittman Director
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Robert W. Pittman
/s/ Sheli Z. Rosenberg Director
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Sheli Z. Rosenberg
/s/ Robert F. Smith Director
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Robert F. Smith
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q/A for the quarterly
period ended March 31, 2000 dated July 28, 2000).
4.2 Amended and Restated By-Laws of the Company (incorporated
by reference to Exhibit 3.2 of the Company's Quarterly
Report on Form 10-Q/A for the quarterly period ended
March 31, 2000 dated July 28, 2000).
5.1 Opinion of Eric J. Bock, Esq. (including consent).*
23.1 Consent of Deloitte & Touche LLP, relating to Cendant
Corporation.*
23.2 Consent of Deloitte & Touche LLP, relating to Avis Group
Holdings, Inc.*
23.3 Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).
24.1 Powers of Attorney of certain officers and directors of the
Company (included on the signature page of this Registration
Statement).
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* Filed herewith
EXHIBIT 5.1
CENDANT CORPORATION
9 West 57th Street
New York, New York 10019
April 10, 2001
Cendant Corporation
9 West 57th Street
New York, New York 10019
Re: Cendant Corporation Registration
Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection
with the Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), on the date hereof with the Securities and
Exchange Commission (the "Commission"). The Company is filing this
Registration Statement in order to register (i) 875,084 shares of its
common stock, par value $.01 per share, of the series designated CD (the
"Company Common Stock"), under the Fairfield Communities, Inc. Third
Amended and Restated 1992 Warrant Plan; 34,343 shares under the Vacation
Break U.S.A., Inc. 1995 Stock Option Plan; 2,772,796 shares under the
Fairfield Communities, Inc. Fourth Amended and Restated 1997 Stock Option
Plan; 1,435,497 shares under the Fairfield Communities, Inc. 2000 Incentive
Stock Plan (collectively, the "Fairfield Plans") and (ii) 764,000 shares
of the Company Common Stock under the Avis Group Holdings, Inc. 2000
Incentive Compensation Plan; 1,209,000 shares under the Avis Group
Holdings, Inc. 1997 Stock Option Plan; 3,000,000 shares under the Avis
Group Holdings, Inc. Voluntary Investment Savings Plan; 15,000,000 shares
under the Cendant Corporation Amended and Restated 1999 Broad-Based
Employee Stock Option Plan; 13,000,000 shares under the Cendant Corporation
Amended and Restated 1997 Stock Option Plan; 10,000,000 shares under the
Cendant Corporation Amended and Restated 1987 Stock Option Plan; 10,000,000
shares under the Cendant Corporation Amended and Restated 1997 Stock
Incentive Plan; and 2,378,900 shares under the Cendant Corporation Amended
and Restated 1997 Employee Stock Plan (collectively with the Fairfield
Plans, the "Plans").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the Plans; (ii) the Amended
and Restated Certificate of Incorporation of the Company, as amended to the
date hereof; (iii) the By-Laws of the Company; and (iv) such other
certificates, instruments and documents as I considered necessary or
appropriate for the purposes of this opinion.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and also have
assumed the due authorization by all requisite action, corporate or other,
and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. As to any facts
material to the opinion expressed herein which we have not independently
established or verified, I have relied upon statements and representations
of officers and other representatives of the Company and others.
I am admitted to the Bars of the State of New York and New Jersey,
and I do not express any opinion as to the law of any jurisdiction except
for the General Corporation Law of the State of Delaware.
Based upon the foregoing, we advise you that, in our opinion, when
issued in accordance with the provisions of the Plans, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, however, I do not
thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Eric J. Bock
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Eric J. Bock
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cendant Corporation on Form S-8 of our report dated March 12, 2001
(which expresses an unqualified opinion and includes an explanatory
paragraph relating to the change in certain revenue recognition policies
regarding the recognition of non-refundable one-time fees and pro rata
refundable subscription revenue as discussed in Note 1), appearing in the
Annual Report on Form 10-K of Cendant Corporation for the year ended
December 31, 2000.
/s/ Deloitte & Touche LLP
New York, New York
April 6, 2001
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cendant Corporation on Form S-8 of our report dated January 26, 2000
(March 27, 2000 as to Note 1), appearing in the Annual Report on Form 10-K
of Avis Group Holdings, Inc. for the year ended December 31, 1999 and
included in the Current Report on Form 8-K of Cendant Corporation dated
November 17, 2000 which is incorporated by reference in the Annual Report
on Form 10-K of Cendant Corporation for the year ended December 31, 2000.
/s/ Deloitte & Touche LLP
New York, New York
April 6, 2001
