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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 CAPITAL I
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(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0918165
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State of incorporation of Organization I.R.S. Employer Identification No.:
Cendant Capital I
6 Sylvan Way
Parsippany, New Jersey 07054 07054
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(Address of Principal Executive Officer) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of debt
debt securities and is securities and is to become effective
effective upon filing simultaneously with the
pursuant to General effectiveness of a concurrent
Instruction A(c)(1) please registration statement under the
check the following box.|_| Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. |_|
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Trust Preferred Securities New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The classes of securities to be registered hereby are the
Trust Preferred Securities of Cendant Capital I, a Delaware Trust.
For a description of the Trust Preferred Securities,
reference is made to Amendment No. 3 to the Registration Statement on Form S-3
of Cendant Corporation and Cendant Capital I, among other registrants
(Registration No. 333-45227), filed with the Securities and Exchange Commission
on February 20, 1998, and the forms of prospectus and prospectus supplement for
the Trust Preferred Securities, included therein, which description is
incorporated herein by reference. Definitive copies of the prospectus and the
prospectus supplement describing the Trust Preferred Securities will be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall
be incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits
1. Form of Purchase Contract Agreement, between Cendant
Corporation and The First National Bank of Chicago,
as Purchase Contract Agent (incorporated herein by
reference to Exhibit 4-18 of Amendment No. 3 to the
Registration Statement).
2. Form of Pledge Agreement, among Cendant Corporation,
The Chase Manhattan Bank, as Collateral Agent, and
The First National Bank of Chicago, as Purchase
Contract Agent (incorporated herein by reference to
Exhibit 4-19 of Amendment No. 3 to the Registration
Statement).
3. Forms of Income PRIDES and Growth PRIDES
(incorporated herein by reference to Exhibit A and
Exhibit B respectively of Exhibit 4-18 of Amendment
No. 3 to the Registration Statement).
4. Form of Amended and Restated Declaration of Trust,
between James E. Buckman and Michael P. Monaco as
Regular Trustees, Cendant Capital I and Wilmington
Trust Company as Institutional Trustee (incorporated
herein by reference to
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Exhibit 4-10 of Amendment No. 3 to the Registration
Statement).
5. Form of Preferred Security (incorporated herein by
reference to Exhibit 4-10 of Amendment No. 3 to the
Registration Statement).
6. Form of Supplemental Indenture to Senior Debt
Securities Indenture, among Cendant Capital I and
The Bank of Nova Scotia Trust Company of New York as
Indenture Trustee (incorporated herein by reference
to Exhibit 4-22 of Amendment No. 3 to the
Registration Statement).
7. Form of Debenture (incorporated herein by reference
to Exhibit 4-20 of Amendment No. 2 to the
Registration Statement).
8. Form of Guarantee Agreement, among Wilmington Trust
Company as Institutional Trustee and Cendant Capital
I (incorporation herein by reference to Exhibit
4-13 of Amendment No. 3 to the Registration
Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registration has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CENDANT CAPITAL I
Dated: February 23, 1998 By: /s/ James E. Buckman
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James E. Buckman
Senior Executive Vice President
and General Counsel
