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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cendant Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0918165
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
9 West 57th Street, New York, NY 10019
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act securities pursuant to
and is effective upon filing pursuant Section 12(g) of the Exchange
to General Instruction A.(c), please Act and is effective upon
please check the following box. [x] filing pursuant to General
Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-49405
333-65456
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Upper DECS New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's Upper DECS to be
registered hereunder is incorporated herein by reference to the description
included under the captions "Descrip tion of the Upper DECS and Stripped
DECS," "Description of the Forward Purchase Contracts," "Certain Provisions
of the Forward Purchase Contract Agreement and the Pledge Agreement" and
"Description of the Senior Notes" in the Prospectus Supplement, dated July
27, 2001, to the Prospectus dated November 18, 1998, included as part of
the Registration Statement on Form S-3, of the Registrant, Cendant Capital
II and Cendant Capital III (File Nos. 333-49405 and 333-65456) (as the same
may be amended from time to time, the "Registration Statement"). For
purposes of such description, any prospectus supplement relating to the
Registration Statement filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, which purports to describe the Upper DECS shall be
deemed to be incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement
have been filed as exhibits to the Registration Statement and are hereby
incorporated herein by reference.
Exhibit
Number Description of Exhibit
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1. Registration Statement on Form S-3 (Registration No.
333-49405) filed with the Securities and Exchange Commission
on November 17, 1998 by Cendant Corporation, Cendant Capital
II and Cendant Capital III.
2. Registration Statement on Form S-3 (Registration No.
333-65456) filed with the Securities and Exchange Commission
on July 19, 2001 by Cendant Corporation, Cendant Capital II
and Cendant Capital III.
3. Indenture used in connection with the issuance of the Senior
Notes which are a component of the Upper DECS (incorporated
by reference to Exhibit 4.2 to the Registration Statement on
Form S-3 of Cendant Corporation (Registration No.
333-45227)).
4. Second Supplemental Indenture used in connection with the
issuance of the Senior Notes which are a component of the
Upper DECS.*
5. Form of Note Senior Note.*
6. Forward Purchase Contract Agreement between Cendant
Corporation and Bank One Trust Company, National
Association, as Forward Purchase Contract Agent.*
7. Form of Upper DECS Certificate.*
8. Pledge Agreement among Cendant Corporation, The Chase
Manhattan Bank, as Collateral Agent, and Bank One Trust
Company, National Association, as Forward Purchase Contract
Agent.*
9. Remarketing Agreement among Cendant Corporation, Bank One
Trust Company, National Association, as Forward Purchase
Contract Agent, and Salomon Smith Barney Inc., as
Remarketing Agent.*
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*To be filed by amendment.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: July 23, 2001
CENDANT CORPORATION
By:/s/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President, Law & Secretary