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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0918165
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State of incorporation of Organization I.R.S. Employer Identification No.:
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054 07054
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(Address of Principal Executive Officer) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is ef debt securities and is to
fective upon filing pursu- become effective
ant to General Instruction simultaneously with the
A(c)(1) please check the effectiveness of a concurrent
following box. |_| registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. |_|
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Income PRIDES New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The classes of securities to be registered hereby are the
Income PRIDES, of Cendant Corporation, a Delaware corporation.
For a description of the Income PRIDES, reference is made to
Amendment No. 3 to the Registration Statement on Form S-3 of Cendant
Corporation, among other registrants (Registration No. 333-45227), filed with
the Securities and Exchange Commission on February 20, 1998, and the forms of
prospectus and prospectus supplement for the Income PRIDES, included therein,
which description is incorporated herein by reference. Definitive copies of
the prospectus and the prospectus supplement describing the Income PRIDES will
be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
and shall be incorporated by reference into this Registration Statement on
Form 8-A.
Item 2. Exhibits
1. Form of Purchase Contract Agreement, between Cendant
Corporation and The First National Bank of Chicago,
as Purchase Contract Agent (incorporated herein by
reference to Exhibit 4-18 of Amendment No. 3 to the
Registration Statement).
2. Form of Pledge Agreement, among Cendant Corporation,
The Chase Manhattan Bank, as Collateral Agent, and
The First National Bank of Chicago, as Purchase
Contract Agent (incorporated herein by reference to
Exhibit 4-19 of Amendment No. 3 to the Registration
Statement).
3. Forms of Income PRIDES and GROWTH PRIDES
(incorporated herein by reference to Exhibit A and
Exhibit B of Exhibit 4-19 of Amendment No. 3 to the
Registration Statement).
4. Form of Amended and Restated Declaration of Trust,
between James E. Buckman and Michael P. Monaco as
Regular Trustees, Cendant Corporation and
Wilmington Trust Company as Institutional Trustee
(incorporated herein by reference to Exhibit 4-10 of
Amendment No. 3 to the Registration Statement).
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5. Form of Preferred Security (incorporated herein by
reference to Exhibit 4-10 of Amendment No. 3 to the
Registration Statement).
6. Form of Supplemental Indenture to Senior Debt
Securities Indenture, among Cendant Corporation and
The Bank of Nova Scotia Trust Company of New York as
Indenture Trustee (incorporated herein by reference
to Exhibit 4-22 of Amendment No. 3 to the
Registration Statement).
7. Form of Debenture (incorporated herein by reference
to Exhibit 4-20 of Amendment No. 3 to the
Registration Statement).
8. Form of Guarantee Agreement, among Wilmington Trust
Company as Institutional Trustee and Cendant
Corporation (incorporation herein by reference to
Exhibit 4-13 of Amendment No. 3 to the Registration
Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registration has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CENDANT CORPORATION
Dated: February 23, 1998 By: /s/ James E. Buckman
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James E. Buckman
Senior Executive Vice President
and General Counsel
