SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10308
__________________________
January 17, 2003 (January 13, 2003)
Date of Report (Date Of Earliest Event Reported)
Cendant Corporation
(Exact name of Registrant as specified in its charter)
Delaware 06-0918165
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
9 West 57th Street, New York, New York 10019
(Address of Principal Executive Office) (Zip Code)
(212) 413-1800
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
Item 5. Other Events.
On January 10, 2003, we filed a Prospectus Supplement, dated
January 8, 2003, to the Prospectus dated August 16, 2001, included as part of
the Registration Statement on Form S-3 of the Company (File No. 333-65858) (the
"Registration Statement"), relating to the offering of $800,000,000 aggregate
principal amount of our 6.250% Senior Notes due 2008 and $1,200,000,000
aggregate principal amount of our 7.375% Senior Notes due 2013 (collectively,
the "Notes"). On January 8, 2003, we entered into an Underwriting Agreement
with Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Banc of America
Securities LLC, Banc One Capital Markets, Inc., Barclays Capital Inc., Credit
Lyonnais Securities (USA) Inc., The Royal Bank of Scotland plc, Scotia Capital
(USA) Inc. and Wachovia Securities, Inc., relating to the offering and sale by
us of the Notes under the Registration Statement. We entered into an Indenture,
dated as of January 13, 2003, with The Bank of Nova Scotia Trust Company of New
York, as trustee, under which the Notes were issued. In connection with this
offering, we are filing certain exhibits as part of this Form 8-K. See "Item 7.
Exhibits." A copy of certain agreements related to the offering and the press
release regarding the offering are attached hereto as exhibits and are
incorporated by reference in their entirety.
Item 7. Exhibits.
(c) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 8, 2003, between Cendant Corpo
ration and Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Banc
of America Securities LLC, Banc One Capital Markets, Inc., Barclays
Capital Inc., Credit Lyonnais Securities (USA) Inc., The Royal Bank of
Scotland plc, Scotia Capital (USA) Inc. and Wachovia Securities, Inc.
4.1 Indenture, dated as of January 13, 2003, between
Cendant Corporation and The Bank of Nova Scotia Trust
Company of New York, as trustee.
4.2 Form of 6.250% Senior Note.
4.3 Form of 7.375% Senior Note.
5.1 Opinion of Eric J. Bock regarding the legality of the Notes.
99.1 Press Release issued by Cendant Corporation dated January 8, 2003.
99.2 Press Release issued by Cendant Corporation dated January 6, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
CENDANT CORPORATION
By: /s/ Eric J. Bock
--------------------------------------
Eric J. Bock
Executive Vice President, Law
and Corporate Secretary
Date: January 17, 2003
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated January 17, 2003 (January 13, 2003)
EXHIBIT INDEX
Exhibit
No. Description
1.1 Underwriting Agreement, dated January 8, 2003, between Cendant Corpo
ration and Salomon Smith Barney Inc., J.P. Morgan Securities Inc., Banc
of America Securities LLC, Banc One Capital Markets, Inc., Barclays
Capital Inc., Credit Lyonnais Securities (USA) Inc., The Royal Bank of
Scotland plc, Scotia Capital (USA) Inc. and Wachovia Securities, Inc.
4.1 Indenture, dated as of January 13, 2003, between
Cendant Corporation and The Bank of Nova Scotia Trust
Company of New York, as trustee.
4.2 Form of 6.250% Senior Note.
4.3 Form of 7.375% Senior Note.
5.1 Opinion of Eric J. Bock regarding the legality of the Notes.
99.1 Press Release issued by Cendant Corporation dated January 8, 2003.
99.2 Press Release issued by Cendant Corporation dated January 6, 2003.