<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 6, 1998
REGISTRATION NOS.
333-49405,
333-49405,
333-49405
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<CAPTION>
<S> <C> <C>
CENDANT CORPORATION DELAWARE 06-0918165
CENDANT CAPITAL II DELAWARE 22-356523
CENDANT CAPITAL III DELAWARE 22-3565321
(EXACT NAME OF THE REGISTRANTS (State or other Jurisdiction of (I.R.S. Employer
AS SPECIFIED IN THEIR RESPECTIVE CHARTERS) Incorporation or Organization) Identification No.)
</TABLE>
6 SYLVAN WAY
PARISPPANY, NEW JERSEY 07054
(973) 428-9700
FAX: (973) 496-5331
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES E. BUCKMAN, ESQ.
VICE CHAIRMAN
AND GENERAL COUNSEL
CENDANT CORPORATION
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 428-9700
FAX: (973) 496-5331
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
<TABLE>
<CAPTION>
<S> <C>
VINCENT J. PISANO, ESQ. ERIC J. BOCK, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP VICE PRESIDENT-LEGAL
919 THIRD AVENUE CENDANT CORPORATION
NEW YORK, NY 10022 6 SYLVAN WAY
(212) 735-3000 PARSIPPANY, NEW JERSEY 07054
FAX: (212) 735-2000 (973) 428-9700
FAX: (973) 496-5331
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement Number of the earlier
Effective Registration Statement for the same offering. [ ]
If this Form is a Post-Effective Amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement Number of the earlier Effective Registration Statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SECURITY(1) OFFERING PRICE(1) FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(2) ..........................
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value ................
- ---------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $.01 .............
- ---------------------------------------------------------------------------------------------------------------------
Stock Purchase Units of Cendant Corporation
- ---------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts of Cendant
Corporation ................................
- ---------------------------------------------------------------------------------------------------------------------
Warrants of Cendant Corporation .............
- ---------------------------------------------------------------------------------------------------------------------
Preferred Securities of Cendant Capital II .
- ---------------------------------------------------------------------------------------------------------------------
Preferred Securities of Cendant Capital III
- ---------------------------------------------------------------------------------------------------------------------
Guarantees and backup Undertakings of
Cendant Corporation in connection with
Preferred Securities of Cendant Capital II
and Cendant Capital III ....................
- ---------------------------------------------------------------------------------------------------------------------
Total....................................... $3,000,000,000(3) 100% $3,000,000,000(3)(4) $885,000(5)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- -----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(i).
(2) Also includes such indeterminate number of Debt Securities, shares of
Common Stock, shares of Preferred Stock, Stock Purchase Units, Stock
Purchase Contracts, Guarantees and Warrants of Cendant Corporation, or
Preferred Securities of Cendant Capital II and Cendant Capital III as
may be issued upon conversion or exchange of any of the Debt Securities
or Preferred Stock that provide for conversion or exchange into other
securities.
(3) Such amount represents the principal amount of any Debt Securities
issued at their principal amount, the issue price rather than the
principal amount of any Debt Securities issued at original issue
discount, the liquidation preference of any Preferred Stock and the
amount computed pursuant to Rule 457(i) for any Common Stock.
(4) No separate consideration will be received for Debt Securities,
Preferred Stock, Common Stock, Stock Purchase Units, Stock Purchase
Contracts, Guarantees and Warrants of Cendant Corporation, or Preferred
Securities of Cendant Capital II and Cendant Capital III issuable upon
conversion or exchange of the Debt Securities or Preferred Stock.
(5) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement contains a combined Prospectus that also relates
to $1.1 billion aggregate offering price of debt securities, common
stock and preferred stock previously registered pursuant to the
Company's Registration Statement on Form S-3 (File No. 333-45227) and
not issued. The filing fee associated with such securities was
previously paid with such Registration Statement. This Registration
Statement constitutes Amendment No. 4 to the Registration Statement on
Form S-3 (No. 333-45227) pursuant to which the total amount of unsold
debt securities, common stock and preferred stock may be offered and
sold as Debt Securities, Common Stock, Preferred Stock, Stock Purchase
Units or Stock Purchase Contracts of Cendant Corporation, Preferred
Securities of Cendant Capital II, Preferred Securities of Cendant
Capital III or Guarantees and back-up Undertakings of Cendant
Corporation in connection with Preferred Securities of Cendant Capital
II and Cendant Capital III, without limitation as to class of
securities, together with the Securities registered hereunder, through
the use of the combined Prospectus included herein. In the event any
such previously registered debt securities, common stock or preferred
stock are offered prior to the effective date of this Registration
Statement, they will not be included in any Prospectus hereunder.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
PROSPECTUS
$4,100,000,000
CENDANT CORPORATION
DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK,
STOCK PURCHASE CONTRACTS, STOCK PURCHASE UNITS AND WARRANTS
CENDANT CAPITAL II
CENDANT CAPITAL III
PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED
BY CENDANT CORPORATION
--------------
Cendant Corporation (the "Company"), directly or through such agents,
dealers or underwriters as may be designated from time to time, may offer,
issue and sell, together or separately, its (i) debt securities (the "Debt
Securities"), which may be senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (ii) shares of its preferred stock, par value $0.01 per share
(the "Preferred Stock"), (iii) shares of its common stock, par value $0.01 per
share (the "Common Stock"), (iv) Stock Purchase Contracts ("Stock Purchase
Contracts") to purchase shares of Common Stock, (v) Stock Purchase Units, each
representing ownership of a Stock Purchase Contract and Preferred Securities
(as defined herein) or debt obligations of third parties, including U.S.
Treasury securities, securing the holder's obligation to purchase Common Stock
under the Stock Purchase Contracts ("Stock Purchase Units") and (vi) warrants
to purchase Debt Securities, Preferred Stock, Common Stock or other securities
or rights ("Warrants").
Cendant Capital II and Cendant Capital III (each, a "Cendant Trust"),
statutory business trusts formed under the laws of the State of Delaware, may
offer, from time to time, preferred securities, representing preferred
undivided beneficial interests in the assets of the respective Cendant Trusts
("Preferred Securities"). The payment of periodic cash distributions
("Distributions") with respect to Preferred Securities out of moneys held by
each of the Cendant Trusts, and payments on liquidation, redemption or
otherwise with respect to such Preferred Securities, will be guaranteed by the
Company to the extent described herein (each, a "Trust Guarantee"). See
"Description of Preferred Securities" and "Description of Trust Guarantees."
The Company's obligations under the Trust Guarantees will rank junior and
subordinate in right of payment to all other liabilities of the Company and on
a parity with its obligations under the senior most preferred or preference
stock of the Company. See "Description of Trust Guarantees--Status of the Trust
Guarantees." Debt Securities may be issued and sold by the Company in one or
more series to a Cendant Trust or a trustee of such Cendant Trust in connection
with the investment of the proceeds from the offering of Preferred Securities
and Common Securities (as defined herein) of such Cendant Trust. The Debt
Securities purchased by a Cendant Trust may be subsequently distributed pro
rata to holders of Preferred Securities and Common Securities in connection
with the dissolution of such Cendant Trust.
The Debt Securities, Preferred Stock, Common Stock, Stock Purchase
Contracts, Stock Purchase Units, Warrants and Preferred Securities are herein
collectively referred to as the "Securities," with an aggregate public offering
price of up to $4,100,000,000 (or its equivalent in foreign currencies or
foreign currency units based on the applicable exchange rate at the time of
offering) in amounts, at prices and on terms to be determined at the time of
sale.
The form in which the Securities are to be issued, their specific
designation, aggregate principal amount or aggregate initial offering price,
maturity, if any, rate and times of payment of interest or dividends, if any,
redemption, conversion, and sinking fund terms, if any, voting or other rights,
if any, exercise price and detachability, if any, and other specific terms
<PAGE>
will be set forth in a Prospectus Supplement (the "Prospectus Supplement"),
together with the terms of offering of such Securities. Any such Prospectus
Supplement will also contain information, as applicable, about certain material
United States Federal income tax considerations relating to the particular
Securities offered thereby.
The Declaration of Trust for each of such Trusts also provides that to the
full extent permitted by law, the Company shall indemnify any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of any such Trust) by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees), judgments,
fines and amounts paid insettlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of any such Trust, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. Each of the Declaration of Trusts also provides that to
the full extent permitted by law, the Company shall indemnify any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of any
such trust to procure a judgment in its favor by reason of the fact that such
person is or was a Company Indemnified Person against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit if such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of any such trust and except that no such
indemnification shall be made in respect of any claim, issue or matter as to
which such Company Indemnified Person shall have been adjudged to be liable to
any such trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper. The Declaration of Trust for each such Trust further
provides that expenses (including attorneys' fees) incurred by a Company
Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in the immediately
preceding two sentences shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Company Indemnified Person to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Company as authorized in any such Declaration.
The Declaration of Trust for each Trust also provides that the Company
shall indemnify each Fiduciary Indemnified Person against any loss, liability
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the trust or trusts
under any such Trust, including the costs and expenses (including reasonable
legal fees and expenses) of defending itself against or investigating any claim
or liability in connection with the exercise or performance of any of its
powers or duties thereunder.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "CD". Any Prospectus Supplement will also contain information, where
applicable, as to any other listing on a securities exchange of the Securities
covered by such Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents, from
time to time, to reject in whole or in part any proposed purchase of Securities
to be made directly or through agents. If any agents or underwriters are
involved in the sale of any Securities, the names of such agents or
underwriters and any applicable fees, commissions or discounts will be set
forth in the applicable Prospectus Supplement. See "Plan of Distribution."
This Prospectus may not be used to consummate any sale of Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is November , 1998
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, DEALER OR AGENT INVOLVED IN THE OFFERING DESCRIBED HEREIN. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY
SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.
FORWARD-LOOKING STATEMENTS
The Company makes statements about its future results in this Prospectus
that may constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on
the Company's current expectations and the current economic environment. The
Company cautions you that these statements are not guarantees of future
performance. They involve a number of risks and uncertainties that are
difficult to predict. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Important assumptions
and other important factors that could cause actual results to differ
materially from those in the forward-looking statements, include, but are not
limited to:
o the resolution or outcome of the pending litigation and government
investigations relating to the Company's previously announced accounting
irregularities;
o uncertainty as to the Company's future profitability and ability to
integrate and operate successfully acquired businesses and the risks
associated with such businesses;
o the Company's ability to develop and implement operational and financial
systems to manage rapidly growing operations;
o competition in the Company's existing and potential future lines of
business;
o the completion and impact of the sale of the Company's discontinued
operations, such as Hebdo Mag International, Inc. and the Company's
software business;
o the Company's ability to obtain financing on acceptable terms to finance
our growth strategy and for the Company to operate within the
limitations imposed by financing arrangements; and
o the Company's ability and the Company's vendors' and franchisees'
ability to complete the necessary actions to achieve a year 2000
conversion for computer systems and applications.
The Company derived the forward-looking statements in this Prospectus
(including the documents incorporated by reference in this Prospectus) from
other factors and assumptions not identified above, and the failure of such
other assumptions to be realized as well as other factors may also cause actual
results to differ materially from those projected. The Company assumes no
obligation to publicly correct or update these forward-looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such forward-looking statements or if the Company later become aware
that they are not likely to be achieved.
AVAILABLE INFORMATION
This Prospectus constitutes a part of a combined Registration Statement on
Form S-3 (together with all the amendments and exhibits thereto, the
"Registration Statement") filed by the Company and the Cendant Trusts with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Securities.
This Prospectus does not contain all of the information set forth in such
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission, although it does include a summary
of the material terms of the Indenture and the Declaration of Trust (each as
defined herein). Reference is
2
<PAGE>
made to such Registration Statement and to the exhibits relating thereto for
further information with respect to the Company, the Cendant Trusts and the
Securities. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission or incorporated by reference herein are not necessarily
complete, and, in each instance, reference is made to the copy of such document
so filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. The Commission also maintains a website that contains reports, proxy and
information statements and other information. The website address is
http.//www.sec.gov. In addition, such material can be inspected at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
No separate financial statements of the Cendant Trusts have been included
or incorporated by reference herein. The Company does not consider that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the voting securities of the Cendant Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) the Cendant Trusts have and will have no independent operations but
exist for the sole purpose of issuing securities representing undivided
beneficial interests in their assets and investing the proceeds thereof in
Subordinated Debt Securities issued by the Company, and (iii) the Company's
obligations described herein and in any accompanying Prospectus Supplement,
under the Declaration (as defined herein)(including the obligation to pay
expenses of the Cendant Trusts), the Subordinated Indenture and any
supplemental indentures thereto, the Subordinated Debt Securities issued to the
Cendant Trust and the Trust Guarantees taken together, constitute a full and
unconditional guarantee by the Company of payments due on the Preferred
Securities. See "Description of Preferred Securities of the Cendant Trusts" and
"Description of Trust Guarantees."
The Cendant Trusts are not currently subject to the information reporting
requirements of the Exchange Act. The Cendant Trusts will become subject to
such requirements upon the effectiveness of the Registration Statement,
although they intend to seek and expect to receive exemptions therefrom.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
Annual Report on Form 10-K/A for the fiscal year ended December 31, 1997;
Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 1998 and June
30, 1998; Current Reports on Form 8-K dated November 5, 1998, November 4, 1998,
October 14, 1998, October 14, 1998, October 5, 1998, August 28, 1998, August
13, 1998, August 4, 1998, July 29, 1998, July 15, 1998 and July 14, 1998, June
4, 1998, May 18, 1998, May 5, 1998, April 9, 1998, March 25, 1998, March 6,
1998, March 5, 1998, February 16, 1998, February 6, 1998, February 2, 1998,
January 29, 1998, January 27, 1998, January 20, 1998 and January 14, 1998, and
on Form 8-K/A, dated September 17, 1998; and the description of the Company's
common stock contained in the Registration Statements on Form 8-A dated July
27, 1984 and August 15, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Securities shall be deemed to
be incorporated herein by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in this Prospectus or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document
3
<PAGE>
which also is or is deemed to be incorporated herein by reference or in any
Prospectus Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to Eric J. Bock,
Esq. Vice President, Legal Affairs, Cendant Corporation, 6 Sylvan Way,
Parsippany, New Jersey 07054, (Telephone: (973) 496-7207).
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICES OF THE SECURITIES OFFERED
HEREBY, INCLUDING STABILIZING TRANSACTIONS, THE PURCHASE OF SECURITIES TO COVER
SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY BIDS.
4
<PAGE>
THE COMPANY
The Company is one of the foremost consumer and business services
companies in the world. The Company was created through the merger of CUC
International Inc. ("CUC") and HFS Incorporated ("HFS") in December 1997, and
provides all the services formerly provided by each of HFS and CUC.
The Company's businesses provide a wide range of complementary consumer
and business services within three principal operating segments:
o Travel Services: the travel segment franchises hotel and car rental
businesses, facilitates vacation timeshare exchanges and manages
corporate and government vehicle fleets;
o Real Estate Services: the real estate segment franchises real estate
brokerage businesses, assists in employee relocation and provides home
buyers with mortgages; and
o Alliance Marketing: the alliance marketing segment provides an array of
value driven products and services through more than 20 membership clubs
and client relationships.
The Company also offers a tax preparation services franchise, information
technology services, credit information services and financial products.
THE CENDANT TRUSTS
Each of the Cendant Trusts is a statutory business trust formed under
Delaware law pursuant to (i) a declaration of trust (each a "Declaration")
executed by the Company as sponsor for such trust (the "Sponsor"), and the
Cendant Trustees (as defined herein) of such trust and (ii) the filing of a
certificate of trust with the Secretary of State of the State of Delaware on
February 5, 1998. Each Cendant Trust exists for the exclusive purposes of (i)
issuing and selling the Preferred Securities and common securities representing
common undivided beneficial interests in the assets of such Cendant Trust (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities"), (ii) using the gross proceeds from the sale of the Trust
Securities to acquire the Debt Securities and (iii) engaging in only those
other activities necessary, appropriate, convenient or incidental thereto. All
of the Common Securities will be directly or indirectly owned by the Company.
The Common Securities will rank on a parity, and payments will be made thereon
pro rata, with the Preferred Securities, except that, if an event of default
under the Declaration has occurred and is continuing, the rights of the holders
of the Common Securities to payment in respect of distributions and payments
upon liquidation, redemption and otherwise will be subordinated to the rights
of the holders of the Preferred Securities. The Company will directly or
indirectly acquire Common Securities in an aggregate liquidation amount equal
to at least 3% of the total capital of each Cendant Trust.
Unless otherwise specified in the applicable Prospectus Supplement, each
Cendant Trust has a term of up to 55 years but may terminate earlier, as
provided in the Declaration. Each Cendant Trust's business and affairs will be
conducted by the trustees (the "Cendant Trustees") appointed by the Company as
the direct or indirect holder of all of the Common Securities. The holder of
the Common Securities will be entitled to appoint, remove or replace any of, or
increase or reduce the number of, the Cendant Trustees of each Cendant Trust.
The duties and obligations of the Cendant Trustees shall be governed by the
Declaration of such Cendant Trust. A majority of the Cendant Trustees (the
"Regular Trustees") of each Cendant Trust will be persons who are employees or
officers of or who are affiliated with the Company. One Cendant Trustee of each
Cendant Trust will be a financial institution (the "Institutional Trustee")
that is not affiliated with the Company and has a minimum amount of combined
capital and surplus of not less than $50,000,000, which shall act as property
trustee and as indenture trustee for the purposes of compliance with the
provisions of Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), pursuant to the terms set forth in the applicable Prospectus Supplement.
In addition, unless the Institutional Trustee maintains a principal place of
business in the State of Delaware and otherwise meets the requirements of
applicable law, one Cendant Trustee of each Cendant Trust will be an entity
having a principal place of business in, or a natural person resident of, the
State of Delaware (the "Delaware Trustee"). The Company will pay all fees and
expenses related to the Cendant Trust and the offering of the Trust Securities.
5
<PAGE>
Unless otherwise specified in the applicable Prospectus Supplement, the
Institutional Trustee and Delaware Trustee for each Cendant Trust shall be
Wilmington Trust Company, and its address in the State of Delaware is Rodney
Square North, 1100 North Mamet Street, Wilmington, Delaware 19890. The
principal place of business of each Cendant Trust shall be c/o Cendant
Corporation, 6 Sylvan Way, Parsippany, New Jersey 07054, telephone (973)
428-9700.
USE OF PROCEEDS
Unless otherwise set forth in a Prospectus Supplement, the net proceeds
from the offering of the Securities will be used for general corporate
purposes, which may include acquisitions, repayment of other debt, working
capital and capital expenditures. When a particular series of Securities is
offered, the Prospectus Supplement relating thereto will set forth the
Company's intended use for the net proceeds received from the sale of such
Securities. Pending application for specific purposes, the net proceeds may be
invested in short-term marketable securities.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges of the
Company and its consolidated subsidiaries for each of the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED ON JUNE
30, FISCAL YEAR ENDED ON DECEMBER 31,
- ------------------------- ------------------------------------
1998 1997 1997 1996 1995
- ------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
3.11x 1.83x 1.63x 2.64x 2.20x
</TABLE>
The ratio of earnings to fixed charges is computed by dividing the income
from continuing operations before income taxes, extraordinary items and
cumulative effect of accounting charge plus fixed charges, less capitalized
interest by fixed charges. Fixed charges consist of interest expense on all
indebtedness (including amortization of deferred financing costs) and the
portion of operating lease rental expense that is representative of the
interest factor (deemed to be one-third of operating lease rentals).
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities may be offered from time to time by the Company as
Senior Debt Securities and/or as Subordinated Debt Securities. The Senior Debt
Securities will be issued under an Indenture, as it may be supplemented from
time to time (the "Senior Indenture"), between the Company and The Bank of Nova
Scotia Trust Company of New York, as trustee (the "Senior Trustee"). The
Subordinated Debt Securities will be issued under an Indenture, as it may be
supplemented from time to time (the "Subordinated Indenture"), between the
Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the
"Subordinated Trustee"). The term "Trustee", as used herein, refers to either
the Senior Trustee or the Subordinated Trustee, as appropriate. The forms of
the Senior Indenture and the Subordinated Indenture (being sometimes referred
to herein collectively as the "Indentures" and individually as an "Indenture")
have been filed as exhibits to the Registration Statement. The terms of the
Indentures are also governed by certain provisions of the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"). The following summary of
certain material provisions of the Debt Securities does not purport to be
complete and is qualified in its entirety by reference to the Indentures. All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Indentures. For a summary of certain definitions
used in this section, see "Certain Definitions" below.
GENERAL
The Indentures will provide for the issuance of Debt Securities in series
up to the aggregate amount from time to time authorized by the Company for each
series. A Prospectus Supplement will set forth the following terms (to the
extent such terms are applicable to such Debt Securities) of and information
relating to the Debt Securities in respect of which this Prospectus is
delivered: (1) the designation of such Debt Securities; (2) classification as
Senior or Subordinated Debt Securities; (3) the aggregate principal amount of
such Debt Securities; (4) the percentage of their principal amount at which
such Debt
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Securities will be issued; (5) the date or dates on which such Debt Securities
will mature; (6) the rate or rates, if any, per annum, at which such Debt
Securities will bear interest, or the method of determination of such rate or
rates; (7) the times and places at which such interest, if any, will be
payable; (8) provisions for sinking, purchase or other analogous fund, if any;
(9) the date or dates, if any, after which such Debt Securities may be redeemed
at the option of the Company or of the holder and the redemption price or
prices; (10) the date or the dates, if any, after which such Debt Securities
may be converted or exchanged at the option of the holder into or for shares of
Common Stock or Preferred Stock of the Company and the terms for any such
conversion or exchange; and (11) any other specific terms of the Debt
Securities. Principal, premium, if any, and interest, if any, will be payable
and the Debt Securities offered hereby will be transferable, at the corporate
trust office of the Trustee's agent in the borough of Manhattan, City of New
York, provided that payment of interest, if any, may be made at the option of
the Company by check mailed to the address of the person entitled thereto as it
appears in the Security Register. (Section 301 of each Indenture)
If a Prospectus Supplement specifies that a series of Debt Securities is
denominated in a currency or currency unit other than United States dollars,
such Prospectus Supplement shall also specify the denomination in which such
Debt Securities will be issued and the coin or currency in which the principal,
premium, if any, and interest, if any, on such Debt Securities will be payable,
which may be United States dollars based upon the exchange rate for such other
currency or currency unit existing on or about the time a payment is due.
Special United States federal income tax considerations applicable to any Debt
Securities so denominated are also described in the applicable Prospectus
Supplement.
The Debt Securities may be issued in registered or bearer form and, unless
otherwise specified in a Prospectus Supplement, in denominations of $1,000 and
integral multiples thereof. Debt Securities may be issued in book-entry form,
without certificates. Any such issue will be described in the Prospectus
Supplement relating to such Debt Securities. No service charge will be made for
any transfer or exchange of the Debt Securities, but the Company or the Trustee
may require payment of a sum sufficient to cover any tax or other government
charge payable in connection therewith.
Debt Securities may be issued under the Indentures as Original Issue
Discount Securities to be sold at a substantial discount from their stated
principal amount. United States Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus
Supplement relating to such Debt Securities.
MERGER, CONSOLIDATION AND SALE OF ASSETS
The Indentures will provide that the Company shall not consolidate with or
merge into any other corporation or convey, transfer or lease its properties
and assets substantially as an entirety to any Person, unless: (1) the
corporation formed by such consolidation or into which the Company is merged or
the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety (A) shall be
a corporation, partnership, limited liability company or trust organized and
validly existing under the laws of the United States of America, any state
thereof or the District of Columbia and (B) shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the Company's obligation for the due and punctual
payment of the principal of (and premium, if any, on) and interest on all the
Debt Securities and the performance and observance of every covenant of the
Indentures on the part of the Company to be performed or observed; (2)
immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; and (3) the Company or such
Person shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and such supplemental indenture comply with this "Merger,
Consolidation and Sale of Assets" section and that all conditions precedent
herein provided for relating to such transaction have been complied with. This
paragraph shall apply only to a merger or consolidation in which the Company is
not the surviving corporation and to conveyances, leases and transfers by the
Company as transferor or lessor. (Section 801 of each Indenture)
The Indentures will further provide that upon any consolidation by the
Company with or merger by the Company into any other corporation or any
conveyance, transfer or lease of the properties and assets
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of the Company substantially as an entirety to any Person in accordance with
the preceding paragraph, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under the Indentures with the same effect as if such
successor Person had been named as the Company therein, and in the event of any
such conveyance or transfer, the Company (which term shall for this purpose
mean Cendant Corporation or any successor Person which shall theretofore become
such in the manner described in the preceding paragraph), except in the case of
a lease, shall be discharged of all obligations and covenants under the
Indentures and the Debt Securities and the coupons and may be dissolved and
liquidated. (Section 802 of each Indenture)
EVENTS OF DEFAULT
The following will be "Events of Default" under the Indentures with
respect to Debt Securities of any series:
(1) default in the payment of any interest on any Debt Securities of that
series or any related coupon, when such interest or coupon becomes due and
payable, and continuance of such default for a period of 30 days; or
(2) default in the payment of the principal of (or premium, if any, on)
any Debt Securities of that series at its Maturity; or
(3) default in the deposit of any sinking fund payment when and as due
pursuant to the terms of the Debt Securities of that series and Article
Twelve of the Indentures; or
(4) default in the performance, or breach, of any covenant or warranty of
the Company in the Indentures (other than a default in the performance, or
breach, of a covenant or warranty which is specifically dealt with
elsewhere under this "Events of Default" section), and continuance of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in principal amount
of all Outstanding Debt Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" thereunder; or
(5) the entry of a decree or order by a court having jurisdiction in the
premises adjudging the Company bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of the Company under the Federal Bankruptcy
Code or any other applicable federal or state law, or appointing a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance
of any such decree or order unstayed and in effect for a period of 90
consecutive days; or
(6) the institution by the Company of proceedings to be adjudicated
bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable federal or state law, or
the consent by it to the filing of any such petition or to the appointment
of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its
debts generally as they become due; or
(7) (A) there shall have occurred one or more defaults by the Company in
the payment of the principal of (or premium, if any, on) Debt aggregating
$50 million or more, when the same becomes due and payable at the stated
maturity thereof, and such default or defaults shall have continued after
any applicable grace period and shall not have been cured or waived, or (B)
Debt of the Company aggregating $50 million or more shall have been
accelerated or otherwise declared due and payable, or required to be
prepaid or repurchased (other than by regularly scheduled required
prepayment), prior to the stated maturity thereof; or
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(8) any other Event of Default provided with respect to Debt Securities
of that series.
If an Event of Default described in clause (1), (2), (3), (4), (7) or (8)
above with respect to Debt Securities of any series at the time Outstanding
occurs and is continuing, then in every such case the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Debt Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
portion thereof) shall become immediately due and payable. If an Event of
Default described in clause (5) or (6) above occurs and is continuing, then the
principal amount of all the Debt Securities shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder, subject, however, to all rights, powers and limitations provided
for by the Federal Bankruptcy Code or any other applicable Federal or State
Law.
At any time after a declaration of acceleration with respect to Debt
Securities of any series (or of all series, as the case may be) has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as provided in Article Five of the Indentures, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series
(or of all series, as the case may be), by written notice to the Company and
the Trustee, may rescind and annul such declaration and its consequences if:
(1) the Company has paid or deposited with the Trustee a sum sufficient
to pay in the Currency in which the Debt Securities of such series are
payable (except as otherwise specified pursuant to Section 301 of the
Indentures for the Debt Securities of such series and except, if
applicable, as provided in certain provisions of Section 312 of the
Indentures):
(A) all overdue interest on all Outstanding Debt Securities of that
series (or of all series, as the case may be) and any related coupons;
(B) all unpaid principal of (and premium, if any, on) any Outstanding
Debt Securities of that series (or of all series, as the case may be)
which has become due otherwise than by such declaration of acceleration,
and interest on such unpaid principal at the rate or rates prescribed
therefor in such Debt Securities;
(C) to the extent that payment of such interest is lawful, interest on
overdue interest at the rate or rates prescribed therefor in such Debt
Securities; and
(D) all sums paid or advanced by the Trustee thereunder and the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and
(2) all Events of Default with respect to Debt Securities of that series
(or of all series, as the case may be), other than the non-payment of
amounts of principal of (or premium, if any, on) or interest on Debt
Securities of that series (or of all series, as the case may be) which have
become due solely by such declaration of acceleration, have been cured or
waived as provided in Section 513 of the Indentures.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
Notwithstanding the preceding paragraph, in the event of a declaration of
acceleration in respect of the Debt Securities because of an Event of Default
specified in clause (7) of the first paragraph of this section shall have
occurred and be continuing, such declaration of acceleration shall be
automatically annulled if the Debt that is the subject of such Event of Default
has been discharged or the holders thereof have rescinded their declaration of
acceleration in respect of such Debt, and written notice of such discharge or
rescission, as the case may be, shall have been given to the Trustee by the
Company and countersigned by the holders of such Debt or a trustee, fiduciary
or agent for such holders, within 30 days after such declaration of
acceleration in respect of the Debt Securities, and no other Event of Default
has occurred during such 30-day period which has not been cured or waived
during such period. (Section 502 of each Indenture)
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Subject to Section 502 of each Indenture, the Holders of not less than a
majority in principal amount of the Outstanding Debt Securities of any series
may on behalf of the Holders of all the Debt Securities of such series waive
any past default described in clause (1), (2), (3), (4), (7), or (8) of the
first paragraph of this section (or, in the case of a default described in
clause (5) or (6) of the first paragraph of this section, the Holders of not
less than a majority in principal amount of all Outstanding Debt Securities may
waive any such past default), and its consequences, except a default (i) in
respect of the payment of the principal of (or premium, if any, on) or interest
on any Debt Security or any related coupon, or (ii) in respect of a covenant or
provision which under the Indentures cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of such series
affected. (Section 513 of each Indenture)
Upon any such waiver, any such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of the Indentures; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.
(Section 513 of each Indenture)
No Holder of any Debt Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with respect
to the Indentures, or for the appointment of a receiver or trustee, or for any
other remedy thereunder, unless (i) such Holder has previously given written
notice to the Trustee of a continuing Event of Default with respect to the Debt
Securities of that series; (ii) the Holders of not less than 25% in principal
amount of the Outstanding Debt Securities of that series in the case of any
Event of Default under clause (1), (2), (3), (4), (7) or (8) of the first
paragraph of this section, or, in the case of any Event of Default described in
clause (5) or (6) of the first paragraph of this section, the Holders of not
less than 25% in principal amount of all Outstanding Debt Securities, shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee under each of the Indentures;
(iii) such Holder or Holders have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in compliance with
such request; (iv) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and
(v) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority or more in
principal amount of the Outstanding Debt Securities of that series in the case
of any Event of Default described in clause (1), (2), (3), (4), (7) or (8) of
the first paragraph of this section, or, in the case of any Event of Default
described in clause (5) or (6) of the first paragraph of this section, by the
Holders of a majority or more in principal amount of all Outstanding Debt
Securities. (Section 507 of each Indenture)
During the existence of an Event of Default, the Trustee is required to
exercise such rights and powers vested in it under either Indenture in good
faith. Subject to the provisions of the Indentures relating to the duties of
the Trustee, in case an Event of Default shall occur and be continuing, the
Trustee under the Indentures is not under any obligation to exercise any of its
rights or powers under the Indentures at the request or direction of any of the
Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity. Subject to certain provisions concerning the rights of
the Trustee, with respect to the Debt Securities of any series, the Holders of
not less than a majority in principal amount of the Outstanding Debt Securities
of such series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee under the Indentures.
Within 90 days after the occurrence of any Default with respect to Debt
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such Default known to the
Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any, on) or interest on any Debt Securities of such series,
or in the payment of any sinking fund installment with respect to Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series and any related coupons; and provided
further that, in the case of any Default of the character specified in clause
(7) of the first paragraph of this section with respect to Debt Securities of
such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.
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The Company is required to deliver to the Trustee, within 120 days after
the end of each fiscal year, a brief certificate of the Company's compliance
with all of the conditions and covenants under the Indentures.
DEFEASANCE OR COVENANT DEFEASANCE OF THE INDENTURES
The Indentures will provide that the Company may, at its option and at any
time, terminate the obligations of the Company with respect to the Outstanding
Debt Securities of any series ("defeasance"). Such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Debt Securities and any related coupons, except
for the following which shall survive until otherwise terminated or discharged
under the Indentures: (A) the rights of Holders of such Outstanding Debt
Securities and any related coupons (i) to receive, solely from the trust fund
described in the Indentures, payments in respect of the principal of (and
premium, if any, on) and interest on such Debt Securities and any related
coupons when such payments are due, and (ii) to receive shares of common stock
or other Securities from the Company upon conversion of any convertible Debt
Securities issued thereunder, (B) the Company's obligations to issue temporary
Debt Securities, register the transfer or exchange of any Debt Securities,
replace mutilated, destroyed, lost or stolen Debt Securities, maintain an
office or agency for payments in respect of the Debt Securities and, if the
Company acts as its own Paying Agent, hold in trust, money to be paid to such
Persons entitled to payment, and with respect to Additional Amounts, if any, on
such Debt Securities as contemplated in the Indentures, (C) the rights, powers,
trusts, duties and immunities of the Trustee under the Indentures and (D) the
defeasance provisions of the Indentures. With respect to Subordinated Debt
Securities, money and securities held in trust pursuant to the Defeasance and
Covenant Defeasance provisions described herein, shall not be subject to the
subordination provisions of the Subordinated Indenture. In addition, the
Company may, at its option and at any time, elect to terminate the obligations
of the Company with respect to certain covenants that are set forth in the
Indentures, some of which are described in the "Certain Covenants" section
above, and any omission to comply with such obligations shall not constitute a
Default or an Event of Default with respect to the Debt Securities ("covenant
defeasance"). (Section 1403 of each Indenture)
In order to exercise either defeasance or covenant defeasance:
(1) the Company shall irrevocably have deposited or caused to be deposited
with the Trustee, in trust, for the purpose of making the following payments,
specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Debt Securities and any related coupons, (A) money in an
amount (in such Currency in which such Debt Securities and any related coupons
are then specified as payable at Stated Maturity), or (B) Government
Obligations applicable to such Debt Securities (determined on the basis of the
Currency in which such Debt Securities are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment of principal (including any premium) and
interest, if any, under such Debt Securities and any related coupons, money in
an amount or (C) a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants to pay and
discharge (i) the principal of (and premium, if any, on) and interest on the
Outstanding Debt Securities and any related coupons on the Stated Maturity (or
Redemption Date, if applicable) of such principal (and premium, if any) or
installment or interest and (ii) any mandatory sinking fund payments or
analogous payments applicable to the Outstanding Debt Securities and any
related coupons on the day on which such payments are due and payable in
accordance with the terms of the Indentures and of such Debt Securities and any
related coupons; provided that the Trustee shall have been irrevocably
instructed to apply such money or the proceeds of such Government Obligations
to said payments with respect to such Debt Securities and any related coupons.
Before such a deposit, the Company may give to the Trustee, in accordance with
certain redemption provisions in the Indentures, a notice of its election to
redeem all or any portion of such Outstanding Debt Securities at a future date
in accordance with the terms of the Debt Securities of such series and the
redemption provisions of the Indentures, which notice shall be irrevocable.
Such irrevocable redemption notice, if given, shall be given effect in applying
the foregoing; and
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(2) no Default or Event of Default with respect to the Debt Securities and
any related coupons shall have occurred and be continuing on the date of such
deposit or, insofar as the Event of Default described in clauses (5) and (6) of
the Events of Default section above are concerned, at any time during the
period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period); (3) such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a default under, the
Indentures or any other material agreement or instrument to which the Company
is a party or by which it is bound; (4) in the case of a defeasance, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (y) since the Issue Date, there has been a change
in the applicable federal income tax law, in either case to the effect that,
and based thereon such opinion shall confirm that, the Holders of the
Outstanding Debt Securities and any related coupons will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance had not
occurred; (5) in the case of a covenant defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders
of the Outstanding Debt Securities and any related coupons will not recognize
income, gain or loss for federal income tax purposes as a result of such
covenant defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such covenant defeasance had not occurred; (6) notwithstanding any other
provisions of the defeasance and covenant defeasance provisions of the
Indentures, such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or limitations
in connection therewith pursuant to Section 301 of the Indentures; and (7) the
Company shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent under the
Indentures to either defeasance or covenant defeasance, as the case may be,
have been complied with. (Section 1404 of each Indenture)
SATISFACTION AND DISCHARGE
The Indentures shall upon Company Request cease to be of further effect
with respect to any series of Debt Securities (except as to any surviving
rights of registration of transfer or exchange of Debt Securities of such
series herein expressly provided for and the obligation of the Company to pay
any Additional Amounts as contemplated by Section 1005 of each Indenture) and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of such Indenture as to such series
when (1) either (A) all Debt Securities of such series theretofore
authenticated and delivered and all coupons, if any, appertaining thereto
(other than (i) coupons appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after such exchange, whose
surrender is not required or has been waived as provided in Section 305 of the
Indentures, (ii) Debt Securities and coupons of such series which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306 of the Indentures, (iii) coupons appertaining to Debt Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 1106 of the Indentures, and
(iv) Debt Securities and coupons of such series for whose payment money has
theretofore been deposited in trust with the Trustee or any Paying Agent or
segregated and held in trust by the Company and thereafter repaid to the
Company, as provided in Section 1003 of the Indentures) have been delivered to
the Trustee for cancellation; or (B) all Debt Securities of such series and, in
the case of (i) or (ii) below, any coupons appertaining thereto not theretofore
delivered to the Trustee for cancellation (i) have become due and payable, or
(ii) will become due and payable at their Stated Maturity within one year, or
(iii) if redeemable at the option of the Company, are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount, in the Currency in which the
Debt Securities of such series are payable, sufficient to pay and discharge the
entire indebtedness on such Debt Securities not theretofore delivered to the
Trustee for cancellation, for principal (and premium, if any) and interest to
the date of such deposit (in the case of Debt Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be;
(2) the Company has paid
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or caused to be paid all other sums payable hereunder by the Company; and (3)
the Company has delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of the Indentures as to such
series have been complied with. (Section 401 of each Indenture)
AMENDMENTS AND WAIVERS
The Indentures will provide that at any time and from time to time, the
Company and the Trustee may, without the consent of any holder of Debt
Securities, enter into one or more indentures supplemental thereto for certain
specified purposes, including, among other things, (i) to cure ambiguities,
defects or inconsistencies, or to make any other provisions with respect to
questions or matters arising under the Indentures (provided that such action
shall not adversely affect the interests of the Holders in any material
respect), (ii) to effect or maintain the qualification of the Indentures under
the Trust Indenture Act, or (iii) to evidence the succession of another person
to the Company and the assumption by any such successor of the obligations of
the Company in accordance with the Indentures and the Debt Securities. (Section
901 of each Indenture). Other amendments and modifications of the Indentures or
the Debt Securities may be made by the Company and the Trustee with the consent
of the holders of not less than a majority of the aggregate principal amount of
all of the then Outstanding Debt Securities of any Series; provided, however,
that no such modification or amendment may, without the consent of the holder
of each Outstanding Debt Security affected thereby, (1) change the Stated
Maturity of the principal of, or any installment of interest on, any Debt
Security or reduce the principal amount thereof or the rate of interest thereon
or any premium payable upon the redemption thereof, or change any obligation of
the Company to pay Additional Amounts contemplated by Section 1005 of each
Indenture (except as contemplated and permitted by certain provisions of the
Indentures), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 502 of the Indentures
of the amount thereof provable in bankruptcy pursuant to Section 504 of the
Indentures, or adversely affect any right of repayment at the option of any
Holder of any Debt Security, or change any Place of Payment where, or the
Currency in which, any Debt Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the Redemption Date or
Repayment Date, as the case may be), or adversely affect any right to convert
or manage any Debt Securities as may be provided pursuant to Section 301 of the
Indentures, or (2) reduce the percent in principal amount of the Outstanding
Debt Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, for any waiver of compliance with certain
provisions of the Indentures or certain defaults thereunder and their
consequences provided for in the Indentures, or reduce the requirements for
quorum or voting.
GOVERNING LAW
The Indentures and the Debt Securities will be governed by and construed
in accordance with the laws of the State of New York. The Indentures are
subject to the provisions of the Trust Indenture Act that are required to be a
part thereof and shall, to the extent applicable, be governed by such
provisions.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indentures.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Capital Stock" means any and all shares, interests, participations,
rights or equivalents (however designated) of corporate stock of the Company or
any Principal Subsidiary.
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"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, its President, any Vice
President, its Treasurer or an Assistant Treasurer, and delivered to the
Trustee.
"Debt" means notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed.
"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.
"Fair Market Value" means the fair market value of the item in question as
determined by the Board of Directors acting in good faith and in exercise of
its fiduciary duties.
"Holder" means a Person in whose name a Debt Security is registered in the
Security Register.
"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Debt Securities.
"Issue Date" means the date of first issuance of the Debt Securities under
either Indenture.
"Maturity", when used with respect to any Debt Securities, means the date
on which the principal of such Debt Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption, notice of
option to elect repayment or otherwise.
"Officers' Certificate" means a certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.
"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, including an employee of the Company, and who shall be
acceptable to the Trustee.
"Original Issue Discount Security" means any Debt Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502
of the Indentures.
"Outstanding", when used with respect to Debt Securities, means, as of the
date of determination, all Debt Securities theretofore authenticated and
delivered under the Indentures, except:
(i) Debt Securities theretofore cancelled by the Trustee or delivered to
the Trustee for cancellation;
(ii) Debt Securities, or portions thereof, for whose payment, money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Debt Securities;
(iii) Debt Securities, except to the extent provided in the "Defeasance
or Covenant Defeasance of the Indentures" section, with respect to which
the Company has effected defeasance and/or covenant defeasance as provided
in the Indenture; and
(iv) Mutilated, destroyed, lost or stolen Debt Securities which have
become or are about to become due and payable which have been paid pursuant
to Section 306 of the Indentures or in exchange for or in lieu of which
other Debt Securities have been authenticated and delivered pursuant to the
Indenture, other than any such Debt Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such
Debt Securities are held by a bona fide purchaser in whose hands the Debt
Securities are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Debt Securities have given any request, demand,
authorization, direction, notice, consent or waiver under the Indentures, and
for the purpose of making the calculations required by TIA Section 313, Debt
Securities owned by the Company or any other obligor upon the Debt Securities
or any Affiliate of
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the Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in making such calculation or in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Debt Securities which
the Trustee knows to be so owned shall be so disregarded. Debt Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Debt Securities and that the pledgee is not the
Company or any other obligor upon the Debt Securities or any Affiliate of the
Company or such other obligor.
"Paying Agent" means any Person (including the Company acting as Paying
Agent) authorized by the Company to pay the principal of (and premium, if any,
on) or interest on any Debt Securities on behalf of the Company.
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above-designated officers, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.
"Rolling Period" shall mean with respect to any fiscal quarter, such
fiscal quarter and the three immediately preceding fiscal quarters considered
as a single accounting period.
"Security Register" and "Security Registrar" have the respective meanings
specified in Section 305 of the Indenture.
"Stated Maturity", when used with respect to any Debt Security or any
installment of principal thereof or interest thereon, means the date specified
in such Debt Security as the fixed date on which the principal of such Debt
Security or such installment of principal or interest is due and payable.
"Subsidiary" means any corporation of which at the time of determination
the Company, directly and/or indirectly through one or more Subsidiaries, owns
more than 50% of the Voting Stock.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force at the date as of which the Indentures were executed, except that any
supplemental indenture executed pursuant to the Indentures shall conform to the
requirements of the Trust Indenture Act as in effect on the date of execution
thereof.
"Trustee" means The Bank of Nova Scotia Trust Company of New York until a
successor Trustee shall have become such pursuant to the applicable provisions
of the Indentures, and thereafter "Trustee" shall mean such successor Trustee.
"Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".
"Voting Stock" means stock of the class or classes having general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or
not at the time stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).
GENERAL DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital stock does not purport
to be complete and is subject to, and qualified in its entirety by reference
to, the more complete descriptions thereof set forth in the Company's Amended
and Restated Certificate of Incorporation (the "Certificate"), and Amended and
Restated By-laws (the "By-laws") which documents are exhibits to this
Registration Statement.
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The Company is authorized to issue up to 2,000,000,000 shares of Common
Stock, par value $.01 per share, and up to 10,000,000 shares of Preferred
Stock, par value $1.00 per share. As of September 25, 1998, there were
851,531,353 shares of Common Stock and no shares of Preferred Stock
outstanding.
DESCRIPTION OF PREFERRED STOCK
GENERAL
The following summary contains a description of certain general terms of
the Company's Preferred Stock. The particular terms of any series of Preferred
Stock that may be offered will be described in the applicable Prospectus
Supplement. If so indicated in a Prospectus Supplement, the terms of any such
series may differ from the terms set forth below. The summary of terms of the
Preferred Stock does not purport to be complete and is subject to and qualified
in its entirety by reference to the provisions of the Certificate and the
Certificate of Designation (the "Certificate of Designation") relating to a
particular series of offered Preferred Stock which is or will be in the form
filed or incorporated by reference as an exhibit to the Registration Statement
of which this Prospectus is a part at or prior to the time of the issuance of
such series of Preferred Stock.
The Board of Directors of the Company has the power, without further
action by the shareholders, to issue Preferred Stock in one or more series,
with such designations of series, dividend rates, redemption provisions,
special or relative rights in the event of liquidation, dissolution,
distribution or winding up of the Company, sinking fund provisions, conversion
or exchange provisions, voting rights thereof and other preferences,
privileges, powers, rights, qualifications, limitations and restrictions, as
shall be set forth as and when established by the Board of Directors of the
Company. The shares of any series of Preferred Stock will be, when issued,
fully paid and non-assessable and holders thereof will have no preemptive
rights in connection therewith.
RANK
Unless otherwise specified in the Prospectus Supplement relating to a
particular series of Preferred Stock, each series of Preferred Stock will rank
on parity as to dividends and liquidation rights in all respects with each
other series of Preferred Stock.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
legally available therefor, cash dividends at such rates and on such dates as
are set forth in the Prospectus Supplement relating to such series of Preferred
Stock. Different series of the Preferred Stock may be entitled to dividends at
different rates or based upon different methods of determination. Such rates
may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates as will be fixed by the Board of Directors of the Company or a
duly authorized committee thereof. Dividends on any series of the Preferred
Stock may be cumulative or noncumulative, as provided in the Prospectus
Supplement relating thereto.
RIGHTS UPON LIQUIDATION
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of each series of Preferred Stock will
be entitled to receive out of assets of the Company available for distribution
to stockholders, before any distribution of assets is made to holders of Common
Stock or any other class of stock ranking junior to such series of the
Preferred Stock upon liquidation, liquidating distributions in the amount set
forth in the Prospectus Supplement relating to such series of Preferred Stock
plus an amount equal to accrued and unpaid dividends for the then current
dividend period and, if such series of the Preferred Stock is cumulative, for
all dividend periods prior thereto, all as set forth in the Prospectus
Supplement with respect to such series of Preferred Stock.
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REDEMPTION
The terms, if any, on which shares of a series of Preferred Stock may be
subject to optional or mandatory redemption, in whole or in part, will be set
forth in the Prospectus Supplement relating to such series.
CONVERSION AND EXCHANGE
The terms, if any, on which shares of a series of Preferred Stock are
convertible into another series of Preferred Stock or Common Stock or
exchangeable for another series of Preferred Stock or Common Stock will be set
forth in the Prospectus Supplement relating thereto. Such terms may include
provisions for conversion, either mandatory, at the option of the holder, or at
the option of the Company, in which case the number of shares of another series
of Preferred Stock or Common Stock to be received by the holders of such series
of Preferred Stock would be calculated as of a time and in the manner stated in
such Prospectus Supplement.
TRANSFER AGENT AND REGISTRAR
The transfer agent, registrar and dividend disbursement agent for each
series of Preferred Stock will be designated in the applicable Prospectus
Supplement. The registrar for shares of each series of Preferred Stock will
send notices to shareholders of any meetings at which holders of the Preferred
Stock have the right to elect directors of the Company or to vote on any other
matter.
VOTING RIGHTS
The holders of Preferred Stock of a series offered hereby will not be
entitled to vote except as indicated in the Prospectus Supplement relating to
such series of Preferred Stock or as required by applicable law.
DESCRIPTION OF COMMON STOCK
GENERAL
Subject to the rights of the holders of any shares of the Company's
Preferred Stock which may at the time be outstanding, holders of Common Stock
are entitled to such dividends as the Board of Directors may declare out of
funds legally available therefor. The holders of Common Stock will possess
exclusive voting rights in the Company, except to the extent the Board of
Directors specifies voting power with respect to any Preferred Stock issued.
Except as hereinafter described, holders of Common Stock are entitled to one
vote for each share of Common Stock, but will not have any right to cumulate
votes in the election of directors. In the event of liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive,
after payment of all of the Company's debts and liabilities and of all sums to
which holders of any Preferred Stock may be entitled, the distribution of any
remaining assets of the Company. Holders of the Common Stock will not be
entitled to preemptive rights with respect to any shares which may be issued.
Any shares of Common Stock sold hereunder will be fully paid and non-assessable
upon issuance against full payment of the purchase price therefor. The Common
Stock is listed on the New York Stock Exchange under the symbol "CD."
CERTAIN PROVISIONS
The provisions of the Company's Certificate and By-Laws which are
summarized below may be deemed to have an anti-takeover effect and may delay,
defer or prevent a tender offer or takeover attempt that a stockholder might
consider in such stockholder's best interest, including those attempts that
might result in a premium over the market price for the shares held by
stockholders.
CLASSIFIED BOARD
The Board of Directors is divided into three classes that are elected for
staggered three-year terms. A director may be removed by the stockholders
without cause only by the affirmative vote of the holders,
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voting as a single class, of 80% or more of the total number of votes entitled
to be cast by all holders of the voting stock, which shall include all capital
stock of the Company which by its terms may vote on all matters submitted to
stockholders of the Company generally.
COMMITTEES OF THE BOARD OF DIRECTORS
Pursuant to the Certificate, the Board of Directors' authority to
designate committees shall be subject to the provisions of the By-Laws. The
Board of Directors may designate one or more directors as alternate members of
any committee other than the Litigation Committee (as defined below) to fill
any vacancy on the committee and to fill a vacant chairmanship of a committee
occurring as a result of a member of chairman leaving the committee, whether
through death, resignation, removal or otherwise. Pursuant to the By-Laws, the
Board of Directors shall have the following committees:
Executive Committee. An Executive Committee that shall consist of not less
than three directors elected by a majority vote of the Board of Directors. The
Executive Committee shall nominate for election as Directors Craig R.
Stapleton, Robert P. Rittereiser and Carole Hankin or their designees (the "CUC
Directors").
Compensation Committee. A Compensation Committee consisting of not less
than three directors elected by a majority vote of the Board of Directors.
Audit Committee. An Audit Committee consisting of not less than four
directors elected by a majority vote of the Board of Directors; provided that
there shall be no changes to the composition of the Audit Committee until its
final report concerning accounting issues at the CUC businesses as disclosed by
the Company in a press release dated July 14, 1998 or as are being investigated
by the Audit Committee as of July 28, 1998 (the "Accounting Issues").
Litigation Committee. A Litigation Committee consisting of no more than
four Directors and comprised of an equal number of CUC Directors and non-CUC
Directors. The Litigation Committee shall have full and exclusive power and
authority to (i) determine whether the prosecution of any pending or threatened
stockholder derivative actions arising from or relating to the Accounting
Issues are or would be in the best interests of the Company; and (ii) initiate,
settle or maintain on behalf of the Company any direct action by the Company
against any present or former Director (whether sued as a director or officer)
arising from or relating to the Accounting Issues. Subject to certain
limitations in the By-Laws, each resolution of the Litigation Committee
requires the approval of a majority of the Litigation Committee. No CUC
Director who is a member of the Litigation Committee may be removed from the
Litigation Committee.
In the event that a CUC Director serving on the Litigation Committee no
longer serves as a member of the committee, then a non-CUC Director serving on
the committee shall immediately resign as a member of the committee and no
action shall be taken by the Litigation Committee prior to the resignation of
the non-CUC Director. In the event that there is only one CUC Director serving
on the Litigation Committee and such person ceases serving as a member of the
committee (whether because of resignation, removal or failure to be reelected
as a Director by the stockholders of the Company), to the extent consistent
with Delaware law and the Certificate, then such CUC Director shall be replaced
on the Litigation Committee by a person who at the time of such replacement is
a Director designated by Carole G. Hankin and Christopher K. McLeod or their
successors appointed or elected pursuant to the By-Laws to the extent they are
serving as Directors (and such person will thereafter be deemed to be a CUC
Director).
NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from any increase in the number of
Directors and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board of Directors. Any Directors elected
in accordance with the preceding sentence shall hold office for the remainder
of the full term of the class of Directors in which the new
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directorship was created or the vacancy occurred and until such Director's
successor shall have been elected and qualified. No decrease in the number of
Directors constituting the Board of Directors shall shorten the term of any
incumbent Director.
SPECIAL MEETINGS OF STOCKHOLDERS
A special meeting of stockholders may be called only by the Chairman of
the Board of Directors, the President or the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
QUORUM AT STOCKHOLDER MEETINGS
The holders of one-third of the shares entitled to vote at any meeting of
the stockholders, present in person or by proxy, shall constitute a quorum at
all stockholder meetings.
STOCKHOLDER ACTION BY WRITTEN CONSENT
Stockholder action by written consent in lieu of a meeting is prohibited
under the Certificate. As a result, stockholder action can be taken only at an
annual or special meeting of stockholders. This prevents the holders of a
majority of the outstanding voting stock of the Company from using the written
consent procedure to take stockholder action without giving all the
stockholders of the Company entitled to vote on a proposed action the
opportunity to participate in determining the proposed action.
ADVANCE NOTICE OF STOCKHOLDER--PROPOSED BUSINESS AT ANNUAL MEETINGS
The By-Laws provide that for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days nor more than
90 days prior to the meeting; provided, however, that in the event that less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
date on which such notice of the date of the annual meeting was mailed or such
public disclosure was made. A stockholder's notice to the Secretary must set
forth as to each matter the stockholder proposes to bring before the annual
meeting; (i) a brief description of the business desired to be brought before
the annual meeting, (ii) the name and address, as they appear on the Company's
books, of the stockholder proposing such business, (iii) the class and number
of shares of the Company which are beneficially owned by the stockholder, and
(iv) any material interest of the stockholder in such business.
In addition, the By-Laws provide that for a stockholder to properly
nominate a director at a meeting of stockholders, the stockholder must have
given timely notice thereof in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company (i) in the case of an annual
meeting, at least 90 days prior to the date of the last annual meeting of the
Company stockholders and (ii) with respect to a special meeting of
stockholders, the close of business on the 10th day following the date on which
notice of such meeting is first given to stockholders. Such stockholder's
notice to the Secretary must set forth: (i) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated, (ii) a representation that the stockholder is holder of record of
Common Stock and intends to appear in person or by proxy at the meeting to
nominate each such nominee, (iii) a description of all arrangements between
such stockholder and each nominee, (iv) such other information with respect to
each nominee as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Commission, and (v) the consent of each
nominee to serve as director of the Company if so elected.
AMENDMENT OF GOVERNING DOCUMENTS
In addition to the provisions of the Certificate that require a
super-majority of stockholders to approve certain amendments to the Certificate
and By-Laws, until the earlier of July 28, 2004 or such time
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as all litigation relating to the Accounting Issues has been finally disposed
of, the affirmative vote of a majority of the Litigation Committee and a
super-majority of the stockholders shall be required to adopt certain
amendments to certain provisions of the By-Laws described under "-- Committees
of the Board of Directors."
FAIR PRICE PROVISIONS
Under the Delaware General Corporation Law and the Certificate, an
agreement of merger, sale, lease or exchange of all or substantially all of the
Company's assets must be approved by the Board of Directors and adopted by the
holders of a majority of the outstanding shares of stock entitled to vote
thereon. However, the Certificate includes what generally is referred to as a
"fair price provision," which requires the affirmative vote of the holders of
at least 80% of the outstanding shares of capital stock entitled to vote
generally in the election of the Company's directors, voting together as a
single class, to approve certain business combination transactions (including
certain mergers, recapitalization and the issuance or transfer of securities of
the Company or a subsidiary having an aggregate fair market value of $10
million or more) involving the Company or a subsidiary and an owner or any
affiliate of an owner of 5% or more of the outstanding shares of capital stock
entitled to vote, unless either (i) such business combination is approved by a
majority of disinterested directors, or (ii) the shareholders receive a "fair
price" for their securities and certain other procedural requirements are met.
The Certificate provides that this provision may not be repealed or amended in
any respect except by the affirmative vote of the holders of not less than 80%
of the outstanding shares of capital stock entitled to vote generally in the
election of directors.
DESCRIPTION OF WARRANTS
GENERAL
The Company may issue Warrants to purchase Debt Securities, Preferred
Stock, Common Stock or any combination thereof, and such Warrants may be issued
independently or together with any such Securities and may be attached to or
separate from such Securities. Each series of Warrants will be issued under a
separate warrant agreement (each a "Warrant Agreement") to be entered into
between the Company and a warrant agent ("Warrant Agent"). The Warrant Agent
will act solely as an agent of the Company in connection with the Warrants of
each such series and will not assume any obligation or relationship of agency
for or with holders or beneficial owners of Warrants. The following sets forth
certain general terms and provisions of the Warrants offered hereby. Further
terms of the Warrants and the applicable Warrant Agreement will be set forth in
the applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the terms of any
Warrants in respect of which this Prospectus is being delivered, including the
following: (i) the title of such Warrants; (ii) the aggregate number of such
Warrants; (iii) the price or prices at which such Warrants will be issued; (iv)
the currency or currencies, including composite currencies, in which the price
of such Warrants may be payable; (v) the designation and terms of the
Securities (other than Preferred Securities and Common Securities) purchasable
upon exercise of such Warrants; (vi) the price at which and the currency or
currencies, including composite currencies, in which the Securities (other than
Preferred Securities and Common Securities) purchasable upon exercise of such
Warrants may be purchased; (vii) the date on which the right to exercise such
Warrants shall commence and the date on which such right shall expire; (viii)
whether such Warrants will be issued in registered form or bearer form; (ix) if
applicable, the minimum or maximum amount of such Warrants which may be
exercised at any one time; (x) if applicable, the designation and terms of the
Securities (other than Preferred Securities and Common Securities) with which
such Warrants are issued and the number of such Warrants issued with each such
Security; (xi) if applicable, the date on and after which such Warrants and the
related Securities (other than Preferred Securities and Common Securities) will
be separately transferable; (xii) information with respect to book-entry
procedures, if any; (xiii) if applicable, a discussion of certain United States
Federal income tax considerations; and (xiv) any other terms of such Warrants,
including terms, procedures and limitations relating to the exchange and
exercise of such Warrants.
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DESCRIPTION OF PREFERRED SECURITIES OF THE CENDANT TRUSTS
GENERAL
Each Cendant Trust may issue, from time to time, only one series of
Preferred Securities having terms described in the Prospectus Supplement
relating thereto. The Declaration of each Cendant Trust authorizes the Regular
Trustees of such Cendant Trust to issue on behalf of such Cendant Trust one
series of Preferred Securities. Each Declaration will be qualified as an
indenture under the Trust Indenture Act. The Institutional Trustee, an
independent trustee, will act as indenture trustee for the Preferred Securities
for purposes of compliance with the provisions of the Trust Indenture Act. The
Preferred Securities will have such terms, including distributions, redemption,
voting, liquidation rights and such other preferred, deferred or other special
rights or such restrictions as shall be established by the Regular Trustees in
accordance with the applicable Declaration or as shall be set forth in the
Declaration or made part of the Declaration by the Trust Indenture Act.
Reference is made to any Prospectus Supplement relating to the Preferred
Securities of a Cendant Trust for specific terms of the Preferred Securities,
including, to the extent applicable, (i) the distinctive designation of such
Preferred Securities, (ii) the number of Preferred Securities issued by such
Cendant Trust, (iii) the annual distribution rate (or method of determining
such rate) for Preferred Securities issued by such Cendant Trust and the date
or dates upon which such distributions shall be payable (provided, however,
that distributions on such Preferred Securities shall, subject to any deferral
provisions, and any provisions for payment of defaulted distributions, be
payable on a quarterly basis to holders of such Preferred Securities as of a
record date in each quarter during which such Preferred Securities are
outstanding), (iv) any right of such Cendant Trust to defer quarterly
distributions on the Preferred Securities as a result of an interest deferral
right exercised by the Company on the Subordinated Debt Securities held by such
Cendant Trust; (v) whether distributions on Preferred Securities shall be
cumulative, and, in the case of Preferred Securities having such cumulative
distribution rights, the date or dates or method of determining the date or
dates from which distributions on Preferred Securities shall be cumulative,
(vi) the amount or amounts which shall be paid out of the assets of such
Cendant Trust to the holders of Preferred Securities upon voluntary or
involuntary dissolution, winding-up or termination of such Cendant Trust, (vii)
the obligation or option, if any, of such Cendant Trust to purchase or redeem
Preferred Securities and the price or prices at which, the period or periods
within which and the terms and conditions upon which Preferred Securities shall
be purchased or redeemed, in whole or in part, pursuant to such obligation or
option with such redemption price to be specified in the applicable Prospectus
Supplement, (viii) the voting rights, if any, of Preferred Securities in
addition to those required by law, including the number of votes per Preferred
Security and any requirement for the approval by the holders of Preferred
Securities as a condition to specified action or amendments to the Declaration,
(ix) the terms and conditions, if any, upon which Subordinated Debt Securities
held by such Cendant Trust may be distributed to holders of Preferred
Securities, and (x) any other relevant rights, preferences, privileges,
limitations or restrictions of Preferred Securities consistent with the
Declaration or with applicable law. All Preferred Securities offered hereby
will be guaranteed by the Company to the extent set forth below under
"Description of Trust Guarantees." The Trust Guarantee issued to each Cendant
Trust, when taken together with the Company's back-up undertakings, consisting
of its obligations under each Declaration (including the obligation to pay
expenses of each Cendant Trust), the applicable Indenture and any applicable
supplemental indentures thereto and the Subordinated Debt Securities issued to
any Cendant Trust will provide a full and unconditional guarantee by the
Company of amounts due on the Preferred Securities issued by each Cendant
Trust. The payment terms of the Preferred Securities will be the same as the
Subordinated Debt Securities issued to the applicable Cendant Trust by the
Company.
Each Declaration authorizes the Regular Trustees to issue on behalf of the
applicable Trust one series of Common Securities having such terms including
distributions, redemption, voting, liquidation rights or such restrictions as
shall be established by the Regular Trustees in accordance with the Declaration
or as shall otherwise be set forth therein. The terms of the Common Securities
issued by each Cendant Trust will be substantially identical to the terms of
the Preferred Securities issued by such Cendant Trust, and the Common
Securities will rank on a parity, and payments will be made thereon pro rata,
with the Preferred Securities except that, if an event of default under such
Declaration has occurred and is
21
<PAGE>
continuing, the rights of the holders of the Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the Preferred
Securities. The Common Securities will also carry the right to vote and to
appoint, remove or replace any of the Cendant Trustees of such Cendant Trust.
All of the Common Securities of each Cendant Trust will be directly or
indirectly owned by the Company.
The financial statements of any Cendant Trust that issues Preferred
Securities will be reflected in the Company's consolidated financial statements
with the Preferred Securities shown as Company-obligated mandatorily-redeemable
preferred securities of a subsidiary trust under minority interest in
consolidated subsidiaries. In a footnote to the Company's audited financial
statements there will be included statements that the applicable Cendant Trust
is wholly-owned by the Company and that the sole asset of such Cendant Trust is
the Subordinated Debt Securities (indicating the principal amount, interest
rate and maturity date thereof).
DESCRIPTION OF TRUST GUARANTEES
Set forth below is a summary of information concerning the Trust
Guarantees that will be executed and delivered by the Company for the benefit
of the holders, from time to time, of Preferred Securities. Each Trust
Guarantee will be qualified as an indenture under the Trust Indenture Act.
Unless otherwise specified in the applicable Prospectus Supplement, Wilmington
Trust Company will act as independent indenture trustee for Trust Indenture Act
purposes under each Trust Guarantee (the "Preferred Securities Guarantee
Trustee"). The terms of each Trust Guarantee will be those set forth in such
Trust Guarantee and those made part of such Trust Guarantee by the Trust
Indenture Act. The following summary does not purport to be complete and is
subject to and qualified in its entirety by reference to the provisions of the
form of Trust Guarantee, a copy of which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part, and the Trust
Indenture Act. Each Trust Guarantee will be held by the Preferred Securities
Guarantee Trustee for the benefit of the holders of the Preferred Securities of
the applicable Cendant Trust.
GENERAL
Unless otherwise specified in the applicable Prospectus Supplement,
pursuant to each Trust Guarantee, the Company will agree, to the extent set
forth therein, to pay in full to the holders of the Preferred Securities, the
Guarantee Payments (as defined below) (except to the extent paid by such
Cendant Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which such Cendant Trust may have or assert. The following
payments or distributions with respect to the Preferred Securities (the
"Guarantee Payments"), to the extent not paid by such Cendant Trust, will be
subject to the Trust Guarantee (without duplication): (i) any accrued and
unpaid distributions that are required to be paid on such Preferred Securities,
to the extent such Cendant Trust shall have funds available therefor, (ii) the
redemption price, including all accrued and unpaid distributions to the date of
redemption (the "Redemption Price"), to the extent such Cendant Trust has funds
available therefor, with respect to any Preferred Securities called for
redemption by such Cendant Trust and (iii) upon a voluntary or involuntary
dissolution, winding-up or termination of such Cendant Trust (other than in
connection with such distribution of Debt Securities to the holders of
Preferred Securities or the redemption of all of the Preferred Securities upon
maturity or redemption of the Subordinated Debt Securities) the lesser of (a)
the aggregate of the liquidation amount and all accrued and unpaid
distributions on such Preferred Securities to the date of payment, to the
extent such Cendant Trust has funds available therefor or (b) the amount of
assets of such Cendant Trust remaining for distribution to holders of such
Preferred Securities in liquidation of such Cendant Trust. The Company's
obligation to make a Guarantee Payment may be satisfied by direct payment of
the required amounts by the Company to the holders of Preferred Securities or
by causing the applicable Cendant Trust to pay such amounts to such holders.
Each Trust Guarantee will not apply to any payment of distributions except
to the extent the applicable Cendant Trust shall have funds available therefor.
If the Company does not make interest or principal payments on the Subordinated
Debt Securities purchased by such Cendant Trust, such Cendant Trust will not
pay distributions on the Preferred Securities issued by such Cendant Trust and
will not have funds available therefore.
22
<PAGE>
The Company has also agreed to guarantee the obligations of each Cendant
Trust with respect to the Common Securities (the "Common Guarantee") issued by
such Cendant Trust to the same extent as the Trust Guarantee, except that, if
an Event of Default under the Subordinated Indenture has occurred and is
continuing, holders of Preferred Securities under the Trust Guarantee shall
have priority over holders of the Common Securities under the Common Guarantee
with respect to distributions and payments on liquidation, redemption or
otherwise.
CERTAIN COVENANTS OF THE COMPANY
Unless otherwise specified in the applicable Prospectus Supplement, in
each Trust Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by the applicable Cendant Trust remain outstanding, if there
shall have occurred any event of default under such Trust Guarantee or under
the Declaration of such Cendant Trust, then (a) the Company will not declare or
pay any dividend on, make any distributions with respect to, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of its
capital stock (other than (i) purchases or acquisitions of capital stock of the
Company in connection with the satisfaction by the Company of its obligations
under any employee or agent benefit plans or the satisfaction by the Company of
its obligations pursuant to any contract or security outstanding on the date of
such event requiring the Company to purchase capital stock of the Company, (ii)
as a result of a reclassification of the Company's capital stock (other than
into cash or other property) or the exchange or conversion of one class or
series of the Company's capital stock for another class or series of the
Company's capital stock, (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(iv) dividends or distributions in capital stock of the Company (or rights to
acquire capital stock) or repurchases or redemptions of capital stock solely
from the issuance or exchange of capital stock or (v) redemptions or
repurchases of any rights outstanding under a shareholder rights plan); (b) the
Company shall not make any payment of interest, principal or premium, if any,
on or repay, repurchase or redeem any debt securities issued by the Company
which rank junior to the Subordinated Debt Securities issued to the applicable
Cendant Trust and (c) the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to a Trust Guarantee).
MODIFICATION OF THE TRUST GUARANTEES; ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no consent of such holders
will be required), each Trust Guarantee may be amended only with the prior
approval of the holders of not less than a majority in liquidation amount of
the outstanding Preferred Securities of such Cendant Trust. The manner of
obtaining any such approval of holders of such Preferred Securities will be set
forth in accompanying Prospectus Supplement. All guarantees and agreements
contained in a Trust Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Company and shall inure to the benefit of
the holders of the Preferred Securities of the applicable Cendant Trust then
outstanding.
EVENTS OF DEFAULT
An event of default under a Trust Guarantee will occur upon the failure of
the Company to perform any of its payment or other obligations thereunder. The
holders of a majority in liquidation amount of the Preferred Securities to
which such Trust Guarantee relates have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Preferred Securities Guarantee Trustee in respect of such Trust Guarantee or to
direct the exercise of any trust or power conferred upon the Preferred
Securities Guarantee Trustee under such Trust Guarantee.
If the Preferred Securities Guarantee Trustee fails to enforce such Trust
Guarantee, any record holder of Preferred Securities to which such Trust
Guarantee relates may institute a legal proceeding directly against the Company
to enforce the Preferred Securities Guarantee Trustee's rights under such Trust
Guarantee without first instituting a legal proceeding against the applicable
Cendant Trust, the Preferred Securities Guarantee Trustee or any other person
or entity. Notwithstanding the foregoing, if the Company has failed to make a
Guarantee Payment under a Trust Guarantee, a record holder of
23
<PAGE>
Preferred Securities to which such Trust Guarantee relates may directly
institute a proceeding against the Company for enforcement of such Trust
Guarantee for such payment to the record holder of the Preferred Securities to
which such Trust Guarantee relates of the principal of or interest on the
applicable Debt Securities on or after the respective due dates specified in
the Debt Securities, and the amount of the payment will be based on the
holder's pro rata share of the amount due and owing on all of the Preferred
Securities to which such Trust Guarantee relates. The Company has waived any
right or remedy to require that any action be brought first against the
applicable Cendant Trust or any other person or entity before proceeding
directly against the Company. The record holder in the case of the issuance of
one or more global Preferred Securities certificates will be The Depository
Trust Company acting at the direction of the beneficial owners of the Preferred
Securities.
The Company will be required to provide annually to the Preferred
Securities Guarantee Trustee a statement as to the performance by the Company
of certain of its obligations under each outstanding Trust Guarantee and as to
any default in such performance.
INFORMATION CONCERNING THE PREFERRED SECURITIES GUARANTEE TRUSTEE
The Preferred Securities Guarantee Trustee, prior to the occurrence of a
default to a Trust Guarantee, undertakes to perform only such duties as are
specifically set forth in such Trust Guarantee and, after default with respect
to such Trust Guarantee, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
such provision, the Preferred Securities Guarantee Trustee is under no
obligation to exercise any of the powers vested in it by a Trust Guarantee at
the request of any holder of Preferred Securities to which such Trust Guarantee
relates unless it is offered reasonable indemnity against the costs, expenses
and liabilities that might be incurred thereby.
TERMINATION
Each Trust Guarantee will terminate as to the Preferred Securities issued
by the applicable Cendant Trust upon full payment of the Redemption Price of
all Preferred Securities of such Cendant Trust, upon distribution of the Debt
Securities held by such Cendant Trust to the holders of all of the Preferred
Securities of such Cendant Trust or upon full payment of the amounts payable in
accordance with the Declaration of such Cendant Trust upon liquidation of such
Cendant Trust. Each Trust Guarantee will continue to be effective or will be
reinstated, as the case may be, if at any time any holder of Preferred
Securities issued by the applicable Cendant Trust must restore payment of any
sums paid under such Preferred Securities or such Trust Guarantee.
STATUS OF THE TRUST GUARANTEES
The Trust Guarantees will constitute senior unsecured obligations of the
Company and will rank on a parity with all of the Company's other senior
unsecured obligations.
Each Trust Guarantee will constitute a guarantee of payment and not of
collection (that is, the guaranteed party may institute a legal proceeding
directly against the Company to enforce its rights under such Trust Guarantee
without instituting a legal proceeding against any other person or entity).
GOVERNING LAW
The Trust Guarantees will be governed by and construed in accordance with
the law of the State of New York.
24
<PAGE>
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, including contracts
obligating holders to purchase from the Company, and the Company to sell to the
holders, a specified number of shares of Common Stock or Preferred Stock at a
future date or dates. The consideration per share of Common Stock or Preferred
Stock may be fixed at the time the Stock Purchase Contracts are issued or may
be determined by reference to a specific formula set forth in the Stock
Purchase Contracts. The Stock Purchase Contracts may be issued separately or as
a part of units ("Stock Purchase Units") consisting of a Stock Purchase
Contract and Debt Securities, Preferred Securities or debt obligations of third
parties, including U.S. Treasury securities, securing the holders' obligations
to purchase the Common Stock or Preferred Stock under the Stock Purchase
Contracts. The Stock Purchase Contracts may require the Company to make
periodic payments to the holders of the Stock Purchase Units or vice versa, and
such payments may be unsecured or prefunded on some basis. The Stock Purchase
Contracts may require holders to secure their obligations thereunder in a
specified manner.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units. The description in the Prospectus
Supplement will not necessarily be complete, and reference will be made to the
Stock Purchase Contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to such Stock Purchase Contracts or Stock
Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell the Securities and the Cendant Trusts may sell
Preferred Securities being offered hereby in any of, or any combination of, the
following ways: (i) directly to purchasers; (ii) through agents; (iii) through
underwriters; and/or (iv) through dealers.
Offers to purchase Securities may be solicited directly by the Company
and/or a Cendant Trust or by agents designated by the Company and/or a Cendant
Trust from time to time. Any such agent, who may be deemed to be an underwriter
as that term is defined in the Securities Act, involved in the offer or sale of
Securities, will be named, and any commissions payable by the Company and/or a
Cendant Trust to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in a Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment (ordinarily
five business days or less).
If an underwriter or underwriters are utilized in the offer or sale of
Securities, the Company and/or the applicable Cendant Trust will execute an
underwriting agreement with such underwriters at the time of sale of such
Securities to such underwriters and the names of such underwriters and the
principal terms of the Company's and/or the applicable Cendant Trust's
agreement with such underwriters will be set forth in the appropriate
Prospectus Supplement.
If a dealer is utilized in the offer or sale of Securities, the Company
and/or the applicable Cendant Trust will sell such Securities to such dealer,
as principal. Such dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale. The name
of such dealer and the principal terms of the Company's and/or the applicable
Cendant Trust's agreement with such dealer will be set forth in the appropriate
Prospectus Supplement.
Agents, underwriters, and dealers may be entitled under agreements with
the Company and/or a Cendant Trust to indemnification by the Company and/or a
Cendant Trust against certain liabilities, including liabilities under the
Securities Act. Agents, dealers and underwriters may also be customers of,
engage in transactions with, or perform services for the Company in the
ordinary course of their business.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for the Company in the ordinary course
of business.
The place and time of delivery for Securities will be set forth in the
accompanying Prospectus Supplement for such Securities.
25
<PAGE>
LEGAL OPINIONS
Certain matters of Delaware law relating to the validity of the Preferred
Securities will be passed upon on behalf of the Cendant Trusts by Skadden,
Arps, Slate, Meagher & Flom LLP. The validity of the Securities offered hereby
by the Company will be passed on for the Company by Eric J. Bock, Esq., Vice
President--Legal, of the Company. Mr. Bock holds shares of Common Stock and
options to acquire shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company and its consolidated
subsidiaries, except PHH Corporation ("PHH"), as of December 31, 1996 and for
the years ended December 31, 1996 and January 31, 1996, Davidson and
Associates, Inc. ("Davidson") for the year ended December 31, 1995 and Ideon
Group, Inc. ("Ideon") for the year ended December 31, 1995 incorporated by
reference from its Annual Report on Form 10-K/A for the year ended December 31,
1997 and included in this Prospectus have been audited by Deloitte & Touche
LLP, as stated in their report appearing herein and incorporated herein by
reference, which report expresses an unqualified opinion and includes
explanatory paragraphs related to the restatement as described in Note 3,
certain litigation as described in Note 17, and the change in method of
recognizing revenue and membership solicitation costs as described in Notes 2
and 3. The consolidated financial statements of PHH and Davidson (consolidated
with the Company's financial statements) have been audited by KPMG Peat Marwick
LLP, as stated in their reports appearing herein and incorporated herein by
reference. The consolidated financial statements of Ideon (consolidated with
the Company's financial statements) have been audited by PricewaterhouseCoopers
LLP, as stated in their report appearing herein and incorporated herein by
reference. Such consolidated financial statements of the Company and its
subsidiaries are included and incorporated by reference herein in reliance upon
the respective reports of such firms given upon their authority as experts in
accounting and auditing. All of the foregoing firms are independent auditors.
The consolidated financial statements of National Parking Corporation
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K, dated November 4, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Avis Rent A Car, Inc.
incorporated in this Prospectus by reference from the Company's Current Report
on Form 8-K, dated February 6, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee $885,000
Trustee's Expenses .................................. 5,000
*Accounting Fees and Expenses ....................... 35,000
*Legal Fees and Expenses ............................ 10,000
*Miscellaneous ...................................... 10,000
----------
Total Expenses ...................................... $945,000
==========
</TABLE>
- ------------
* Estimated for purposes of completing the information required pursuant to
this Item 14.
The Company will pay all fees and expenses associated with filing the
Registration Statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of such
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the
best interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. A Delaware corporation may indemnify directors, officers, employees
and other agents of such corporation in an action by or in the right of a
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be indemnified has been
adjudged to be liable to the corporation. Where a director, officer, employee
or agent of the corporation is successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to above or in defense of
any claim, issue or matter therein, the corporation must indemnify such
person against the expenses (including attorneys' fees) which he or she
actually and reasonably incurred in connection therewith.
The Registrant's By-Laws contain provisions that provide for
indemnification of officers and directors and their heirs and distributees to
full extent permitted by, and in the manner permissible under, the General
Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, registrant's Amended and Restated Certificate of
Incorporation contains a provision eliminating the personal liability of a
director to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, subject to certain exceptions.
The Company maintains, at its expense, a policy of insurance which insures
its directors and officers, subject to certain exclusions and deductions as
are usual in such insurance policies, against certain liabilities which may
be incurred in those capacities.
Article IV of the Declaration of Trust for each Trust limits the liability
to the Trust and certain other persons and provides for the indeminification
by the Trust or the Company of Trustees, the Officers, other employees and
certain other persons.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
<S> <C>
1.1 Form of Underwriting Agreement (Standard Provisions) for Debt Securities. (Incorporated by
reference to Exhibit 1.1 to the Company's Form S-3 Registration Statement No. 333-45227)
1.2 Form of Underwriting Agreement (Standard Provisions) for Common Stock. (Incorporated by reference
to Exhibit 1.2 to the Company's Form S-3 Registration Statement No. 333-45227)
1.3 Form of Underwriting Agreement (Standard Provisions) for Preferred Stock. (Incorporated by
reference to Exhibit 1.3 to the Company's Form S-3 Registration Statement No. 333-45227)
1.4 Forms of Underwriting Agreement for Offering of Preferred Securities, Stock Purchase Units, Stock
Purchase Contracts, Guarantees and Warrants. (To be filed under subsequent Form 8-K, which is
incorporated herein by reference)
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Appendix B to the Joint Proxy Statement/Prospectus included as part of the Registration Statement
on Form S-4 of the Registrant, Registration No. 333-34517).
3.2 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated August 4, 1998).
4.1 Form of Certificate for the Company's Common Stock, par value $.01 per share. (Incorporated by
reference to Exhibit 4.1 to the Company's Form S-3 Registration Statement No. 333-45227)
4.2 Form of Senior Indenture to be entered into by the Company and The Bank of Nova Scotia Trust
Company of New York, as Trustee. (Incorporated by reference to Exhibit 4.2 to the Company's Form
S-3 Registration Statement No. 333-45227)
4.3 Form of Subordinated Indenture to be entered into by the Company and The Bank of Nova Scotia
Trust Company of New York, as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company's
Form S-3 Registration Statement No. 333-45227)
4.4 Certificate of Trust of Cendant Capital II. (Incorporated by reference to Exhibit 4.5 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.5 Certificate of Trust of Cendant Capital III. (Incorporated by reference to Exhibit 4.6 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.6 Declaration of Trust of Cendant Capital II. (Incorporated by reference to Exhibit 4.8 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.7 Declaration of Trust of Cendant Capital III. (Incorporated by reference to Exhibit 4.9 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.8 Form of Amended and Restated Declaration of Trust of Cendant Capital II. (Including as Exhibit
A-1 the form of Preferred Security)(Incorporated by reference to Exhibit 4.11 to the Company's
Form S-3 Registration Statement No. 333-45227)
4.9 Form of Amended and Restated Declaration of Trust of Cendant Capital III. (Including as Exhibit
A-1 the form of Preferred Security)(Incorporated by reference to Exhibit 4.12 to the Company's
Form S-3 Registration Statement No. 333-45227)
4.10 Form of Preferred Securities Guarantee Agreement by Cendant Corporation with respect to Cendant
Capital II. (Incorporated by reference to Exhibit 4.14 to the Company's Form S-3 Registration
Statement No. 333-45227)
II-2
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
4.11 Form of Preferred Securities Guarantee Agreement by Cendant Corporation with respect to Cendant
Capital III. (Incorporated by reference to Exhibit 4.15 to the Company's Form S-3 Registration
Statement No. 333-45227)
4.12 Form of Warrant Agreement.**
4.13 Form of Warrant.**
5.1 Opinion of Eric J. Bock, Esq. regarding the legality of the Securities being registered by the
Company hereby. (To be filed by subsequent Form 8-K, which is incorporated herein by reference)
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Securities
being registered by the Cendant Trusts hereby. (To be filed by subsequent Form 8-K, which is
incorporated herein by reference)
12.1 Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12 to the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997)
23.1 Consent of Deloitte & Touche LLP related to the financial statements of Cendant Corporation.
(* and incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1997.)
23.2 Consent of KPMG Peat Marwick LLP related to the financial statements of PHH Corporation.
(* and incorporated by reference to Exhibit 23.2 to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1997)
23.3 Consent of Deloitte & Touche LLP relating to the financial statements of National Parking
Corporation. (Incorporated by reference to Exhibit 23.1 to the Company's Current Report on
Form 8-K dated November 4, 1998)
23.4 Consent of KPMG Peat Marwick LLP relating to the financial statements of Davidson &
Associates, Inc. (* and incorporated by reference to Exhibit 23.3 to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1997)
23.5 Consent of PricewaterhouseCoopers LLP relating to the financial statements of Ideon Group, Inc.
(* and incorporated by reference to Exhibit 23.4 to the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1997)
23.6 Consent of Deloitte & Touche LLP relating to the financial statements of Avis Rent A Car, Inc.*
23.7 Consent of Eric J. Bock (included in Exhibit 5.1). (To be filed by subsequent Form 8-K, which is
incorporated herein by reference)
23.8 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). (To be filed by
subsequent Form 8-K, which is incorporated herein by reference)
24.1 Power of attorney.*
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of Nova
Scotia Trust Company of New York, as Trustee for the Senior Debt Securities.*
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of Nova
Scotia Trust Company of New York, as Trustee for the Subordinated Debt Securities.*
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Declaration of Trust of Cendant Capital II.*
25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Preferred Securities Guarantee of Cendant Capital II.*
25.5 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Declaration of Trust of Cendant Capital III.*
25.6 From T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Preferred Securities Guarantee of Cendant Capital IV.*
</TABLE>
- ------------
* Previously filed.
** To be filed by amendment.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The Undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement, to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
each such Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing provisions,
or otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Registrants of expenses incurred or paid by a director, officer or
controlling person of such Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, such
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such idemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
(i) The undersigned Registrants hereby undertake that:
(1) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cendant
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Parsippany, State of New
Jersey, on November 6, 1998.
CENDANT CORPORATION
By: /s/ James E. Buckman
----------------------
James E. Buckman
Vice Chairman,
General Counsel and
Director
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signatures
appear below, constitutes and appoints each of James E. Buckman, Stephen P.
Holmes and Eric J. Bock, or any of them, each acting alone, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, in connection with the Registrant's Registration Statement in
the name and on behalf of the Registrant or on behalf of the undersigned as a
director or officer of the Registrant, on Form S-3 under the Securities Act
of 1933, as amended, including, without limiting the generality of the
foregoing, to sign the Registration Statement and any and all amendments
(including post-effective amendments) to the Registration Statement, and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as they might or could do in person,
thereby ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board,
---------------------- President, Chief Executive Officer November 6, 1998
(Henry R. Silverman) and Director
*
---------------------- Vice Chairman and Director November 6, 1998
(Michael P. Monaco)
/s/ David Johnson
---------------------- Senior Executive Vice President November 6, 1998
David Johnson and Chief Financial Officer
/s/ Scott E. Forbes
---------------------- Executive Vice President and November 6, 1998
Scott E. Forbes Chief Accounting Officer
*
---------------------- Vice Chairman and Director November 6, 1998
(Stephen P. Holmes)
---------------------- Vice Chairman and Director
(Robert D. Kunisch)
II-6
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* Vice Chairman, General Counsel November 6, 1998
---------------------- and Director
(James E. Buckman)
* Director November 6, 1998
----------------------
(John D. Snodgrass)
Director
----------------------
(Leonard S. Coleman)
Director
----------------------
(Martin L. Edelman)
* Director November 6, 1998
----------------------
(Dr. Carole G. Hankin)
Director
------------------------------------------
(The Rt. Hon. Brian Mulroney, P.C., LL.D.)
II-7
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* Director November 6, 1998
-------------------------
(Robert W. Pittman)
* Director November 6, 1998
-------------------------
(E. John Rosenwald, Jr.)
* Director November 6, 1998
-------------------------
(Robert P. Rittereiser)
* Director November 6, 1998
-------------------------
(Leonard Schutzman)
Director
-------------------------
(Robert F. Smith)
Director
-------------------------
(Craig R. Stapleton)
Director
-------------------------
(Robert E. Nederlander)
* /s/ Eric J. Bock
-------------------------
By: Eric J. Bock
as attorney-in-fact
</TABLE>
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cendant
Capital II and Cendant Capital III certify that they have reasonable grounds
to believe that they meet all of the requirements for filing on Form S-3 and
that they have duly caused this Amendment to the Registration Statement to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Parsippany, State of New Jersey on November 6, 1998.
CENDANT CAPITAL II
By: /s/ Michael P. Monaco
---------------------
Michael P. Monaco,
Trustee
By: /s/ James E. Buckman
--------------------
James E. Buckman,
Trustee
CENDANT CAPITAL III
By: /s/ Michael P. Monaco
---------------------
Michael P. Monaco,
Trustee
By: /s/ James E. Buckman
--------------------
James E. Buckman,
Trustee
II-9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------------- --------
<S> <C>
1.1 Form of Underwriting Agreement (Standard Provisions) for Debt Securities. (Incorporated by
reference to Exhibit 1.1 to the Company's Form S-3 Registration Statement No. 333-45227)
1.2 Form of Underwriting Agreement (Standard Provisions) for Common Stock. (Incorporated by reference
to Exhibit 1.2 to the Company's Form S-3 Registration Statement No. 333-45227)
1.3 Form of Underwriting Agreement (Standard Provisions) for Preferred Stock. (Incorporated by
reference to Exhibit 1.3 to the Company's Form S-3 Registration Statement No. 333-45227)
1.4 Forms of Underwriting Agreement for Offering of Preferred Securities, Stock Purchase Units, Stock
Purchase Contracts, Guarantees and Warrants. (To be filed under subsequent Form 8-K, which is
incorporated herein by reference)
3.1 Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Appendix B to the Joint Proxy Statement/Prospectus included as part of the Registration Statement
on Form S-4 of the Registrant, Registration No. 333-34517).
3.2 Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated August 4, 1998).
4.1 Form of Certificate for the Company's Common Stock, par value $.01 per share. (Incorporated by
reference to Exhibit 4.1 to the Company's Form S-3 Registration Statement No. 333-45227)
4.2 Form of Senior Indenture to be entered into by the Company and The Bank of Nova Scotia Trust
Company of New York, as Trustee. (Incorporated by reference to Exhibit 4.2 to the Company's Form
S-3 Registration Statement No. 333-45227)
4.3 Form of Subordinated Indenture to be entered into by the Company and The Bank of Nova Scotia
Trust Company of New York, as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company's
Form S-3 Registration Statement No. 333-45227)
4.4 Certificate of Trust of Cendant Capital II. (Incorporated by reference to Exhibit 4.5 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.5 Certificate of Trust of Cendant Capital III. (Incorporated by reference to Exhibit 4.6 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.6 Declaration of Trust of Cendant Capital II. (Incorporated by reference to Exhibit 4.8 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.7 Declaration of Trust of Cendant Capital III. (Incorporated by reference to Exhibit 4.9 to the
Company's Form S-3 Registration Statement No. 333-45227)
4.8 Form of Amended and Restated Declaration of Trust of Cendant Capital II. (Including as Exhibit
A-1 the form of Preferred Security)(Incorporated by reference to Exhibit 4.11 to the Company's
Form S-3 Registration Statement No. 333-45227)
4.9 Form of Amended and Restated Declaration of Trust of Cendant Capital III. (Including as Exhibit
A-1 the form of Preferred Security)(Incorporated by reference to Exhibit 4.12 to the Company's
Form S-3 Registration Statement No. 333-45227)
<PAGE>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------------- --------
4.10 Form of Preferred Securities Guarantee Agreement by Cendant Corporation with respect to Cendant
Capital II. (Incorporated by reference to Exhibit 4.14 to the Company's Form S-3 Registration
Statement No. 333-45227)
4.11 Form of Preferred Securities Guarantee Agreement by Cendant Corporation with respect to Cendant
Capital III. (Incorporated by reference to Exhibit 4.15 to the Company's Form S-3 Registration
Statement No. 333-45227)
4.12 Form of Warrant Agreement.**
4.13 Form of Warrant.**
5.1 Opinion of Eric J. Bock, Esq. regarding the legality of the Securities being registered by the
Company hereby. (To be filed by subsequent Form 8-K, which is incorporated herein by reference)
5.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the Securities
being registered by the Cendant Trusts hereby. (To be filed by subsequent Form 8-K, which is
incorporated herein by reference)
12.1 Statement re: Computation of Consolidated Ratio of Earnings to Fixed Charges. (Incorporated by
reference to Exhibit 12 to the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997)
23.1 Consent of Deloitte & Touche LLP related to the financial statements of Cendant Corporation.
(* and incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1997)
23.2 Consent of KPMG Peat Marwick LLP related to the financial statements of PHH Corporation.
(* and incorporated by reference to Exhibit 23.2 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1997)
23.3 Consent of Deloitte & Touche LLP relating to the financial statements of National Parking
Corporation. (Incorporated by reference to Exhibit 23.1 to the Company's Current Report on
Form 8-K dated November 4, 1998)
23.4 Consent of KPMG Peat Marwick LLP relating to the financial statements of Davidson & Associates,
Inc. (* and incorporated by reference to Exhibit 23.3 to the Company's Annual Report on
Form 10-K/A for the year ended December 31, 1997)
23.5 Consent of PricewaterhouseCoopers LLP relating to the financial statements of Ideon Group, Inc.
(* and incorporated by reference to Exhibit 23.4 to the Company's Annual Report on Form 10-K/A
for the year ended December 31, 1997)
23.6 Consent of Deloitte & Touche LLP relating to the financial statements of Avis Rent A Car, Inc.*
23.7 Consent of Eric J. Bock (included in Exhibit 5.1). (To be filed by subsequent Form 8-K, which is
incorporated herein by reference)
23.8 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). (To be filed by
subsequent Form 8-K, which is incorporated herein by reference)
24.1 Power of attorney.*
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of Nova
Scotia Trust Company of New York, as Trustee for the Senior Debt Securities.*
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of Nova
Scotia Trust Company of New York, as Trustee for the Subordinated Debt Securities.*
25.3 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Declaration of Trust of Cendant Capital II.*
<PAGE>
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------------- --------
25.4 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Preferred Securities Guarantee of Cendant Capital II.*
25.5 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Declaration of Trust of Cendant Capital III.*
25.6 From T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Wilmington Trust
Company, as Trustee under the Preferred Securities Guarantee of Cendant Capital IV.*
</TABLE>
- ------------
* Previously filed.
** To be filed by amendment.
