UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/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 registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act Section 12(g) of the Exchange Act
and is effective upon filing pursuant and is effective upon filing pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [x] 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 "Description 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
20, 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. Fourth Supplemental 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
Cendant Corporation's Current Report on Form 8-K, dated July
31, 2001 and filed with the Securities and Exchange
Commission on August 1, 2001).
5. Form of Note Senior Note (included in Exhibit 4).
6. Forward Purchase Contract Agreement between Cendant
Corporation and Bank One Trust Company, National
Association, as Forward Purchase Contract Agent
(incorporated by reference to Exhibit 4.4 to Cendant
Corporation's Current Report on Form 8-K, dated July 31,
2001 and filed with the Securities and Exchange Commission
on August 1, 2001).
7. Form of Upper DECS Certificate (included in Exhibit 6).
8. Form of Stripped DECS Certificate (included in Exhibit 6).
9. Pledge Agreement among Cendant Corporation, The Chase
Manhattan Bank, as Collateral Agent, and Bank One Trust
Company, National Association, as Forward Purchase Contract
Agent (incorporated by reference to Exhibit 4.7 to Cendant
Corporation's Current Report on Form 8-K, dated July 31,
2001 and filed with the Securities and Exchange Commission
on August 1, 2001).
10. Remarketing Agreement among Cendant Corporation, Bank One
Trust Company, National Association, as Forward Purchase
Contract Agent, and Salomon Smith Barney Inc., as
Remarketing Agent (incorporated by reference to Exhibit 4.8
to Cendant Corporation's Current Report on Form 8-K, dated
July 31, 2001 and filed with the Securities and Exchange
Commission on August 1, 2001).
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: August 1, 2001
CENDANT CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Senior Vice President,
Law & Secretary