Filed pursuant to Rule No. 424(b)(3)
File Number 333-59246
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated July 25, 2001)
$1,479,258,000
CENDANT CORPORATION
Zero Coupon Senior Convertible Contingent Debt Securities (CODES) 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 and September 25, 2001, relating to the sale by
certain of our securityholders (including their pledges, 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)
Advent Convertible Master Cayman L.P. .................. $5,040,000 * 168,336 *
HFR Convertible Arbitrage Account ...................... $360,000 * 12,024 *
State of Maryland Retirement Agency..................... $4,934,000 * 164,796 *
Additionally, the following represents updated information
regarding the selling securityholders listed in the selling securityholder
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 Be Sold(1) Outstanding(2)
UBS AG London Branch..................................... $147,157,000 9.95% 4,915,044 *
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* 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
857,074,916 shares of CD common stock outstanding as of June 30,
2001. 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 October 5, 2001.
