Filed pursuant to Rule No. 424(b)(3)
File Number 333-83334
PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus dated March 15, 2002)
$1,200,000,000
CENDANT CORPORATION
3 7/8% Convertible Senior Debentures due 2011
and shares of CD common stock issuable upon conversion of the debentures
This prospectus supplement supplements the prospectus dated March 15,
2002 of Cendant Corporation, as supplemented on April 15, 2002, May 7, 2002,
May 31, 2002 and July 2, 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 $1,200,000,000 aggregate principal amount of debentures
and the shares of CD common stock issuable upon conversion of the debentures.
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
Debentures That Debentures That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
---- ----------- ----------- ---------- --------------
Victory Capital Management as Agent for the *
Key Trust Convertible Securities Fund . . $60,000 * 2,495
Victory Capital Management as Agent for
GenCorp Foundation . . . . . . . . . . . . $15,000 * 624 *
Victory Capital Management as Trustee for
Parker Key/Convertible . . . . . . . . . . $175,000 * 7,277 *
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
Debentures That Debentures That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
---- ----------- ----------- ---------- --------------
Victory Capital Management as Agent for the
EB Convertible Securities Fund . . . . . . $340,000 * 14,137 *
Victory Capital Management as Agent for the
Charitable Convertible Securities Fund $355,000 * 14,761 *
Victory Capital Management as Agent for the
Field Foundation of Illinois . . . . . . . $30,000 * 1,247 *
Victory Capital Management as Investment
Manager for the California State Auto
Assoc Inter-Insurance . . . . . . . . . . $200,000 * 8,316 *
Victory Capital Management as Investment
Manager for the California State Auto
Assoc Retirement Pension Plan . . . . . . $40,000 * 1,663 *
Victory Capital Management as Investment
Manager for Potlatch . . . . . . . . . . . $250,000 * 10,395 *
Victory Capital Management as Agent for the
Key Trust Fixed Income Fund . . . . . . . $260,000 * 10,811 *
Victory Capital Management as Agent for the
Charitable Income Fund . . . . . . . . . . $160,000 * 6,653 *
Victory Capital Management as Investment
Manager for the Special Distribution of
Oregon Convertible Securities . . . . . . $15,000 * 624 *
Victory Capital Management as Investment
Manager for Georgia Municipal Employees
Retirement Trust Fdn . . . . . . . . $1,500,000 * 62,370 *
___________
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's debentures at a conversion
rate of 41.58 shares of CD common stock per $1,000 principal amount
of the debentures. This conversion rate is subject to adjustment,
however, as described under "Description of Debentures--Conversion
Rights". As a result, the number of shares of CD common stock
issuable upon conversion of the debentures may increase or decrease
in the future. Does not include shares of CD common stock that may be
issued by us upon purchase of the debentures by us at the option of
the holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,040,187,369 shares of CD common stock outstanding as of July 31,
2002. 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 debentures, but we did not assume
conversion of any other holder's debentures. Does not include shares
of CD common stock that may be issued by us upon purchase of the
debentures by us at the option of the holder.
Investing in the debentures or shares of CD common stock involves
risks that are described in the "Risk Factors" section beginning on page 14 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 August 26, 2002.