Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENDANT CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 06-0918165
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of Principal Executive Offices) (Zip Code)
Cendant Corporation 1997 Employee Stock Plan
(Full Title of the Plan)
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James E. Buckman, Esq.
Senior Executive Vice President and General Counsel
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
(Name and Address of Agent for Service)
Tel: (973) 428-9700
Fax: (973) 496-5331
(Telephone Number, Including Area Code, of Agent for Service)
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With a Copy to:
Eric J. Bock
Vice President, Legal
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
Tel: (973) 428-9700
Fax: (973) 496-5331
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title Of Maximum Aggregate
Securities To Be Amount To Be Offering Offering Price(1) Amount Of
Registered Registered Price Per Registration
Share(1) Fee(1)
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Common Stock,
$.01 par value 13,790,284 shares $33.6875 $464,560,192 137,046
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(1) Pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price and
the registration fee are based on the average of the high and low
prices per share of the Registrant's Common Stock reported on the New
York Stock Exchange Composite Tape on January 27, 1998.
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PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in this
Part I will be sent or given to all participants in the Cendant
Corporation 1997 Employee Stock Plan (the "Plan"), as specified by Rule
428(b)(1) under the Securities Act. Such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant
with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1997, July 31, 1997 and October 31, 1997;
(c) The Registrant's Current Reports on Form 8-K dated February 4,
1997, February 13, 1997, February 26, 1997, March 17, 1997, May
29, 1997, August 15, 1997, October 31, 1997, November 4, 1997,
December 18, 1997, January 14, 1998, January 22, 1998, January 27,
1998 and January 29, 1998; and
(d) Description of the Registrant's common stock, par value $.01 per
share ("Common Stock"), contained in the Registrant's Registration
Statements on Form 8-A, as filed with the Commission on July 27,
1984 and August 15, 1989, including any amendment or report filed
with the Commission for the purpose of updating such description.
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All documents and reports subsequently filed by the
Registrant Pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Jeffrey A. Gershowitz, Esq., has rendered an opinion on the
validity of the securities being registered under the Plan pursuant to
this Registration Statement. Mr. Gershowitz is a vice president of the
Registrant. A copy of this opinion is attached as Exhibit 5 to this
Registration Statement. Mr. Gershowitz holds shares of Common Stock and
options to acquire shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of
Delaware (the "GCL") empowers a Delaware corporation to indemnify any
person who was or is a party to 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 the 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 attorney's 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 interests 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 the corporation
under the same conditions, except that no indemnification is permitted
without judicial approval if the person to be indemnified has
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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
attorney's 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 to the full extent permitted
by, and in the manner permissible under, the GCL.
As permitted by Section 102(b)(7) of the GCL, the
Registrant's 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.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of this Registration Statement (or
the most recent post-effective amendment
hereof) which, individually or in the
aggregate, represent a fundamental change
in the
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information set forth in this Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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
being registered which remain unsold at the
termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this
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.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities
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Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant of expenses incurred or paid by a
director, officer or controlling person of the 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, the 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 indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parsippany, State
of New Jersey, on this 29th day of January, 1998.
CENDANT CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Senior Executive Vice President
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints James E. Buckman
and E. Kirk Shelton, and each and either of them, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration
Statement, 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 and about the premises, as
fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ Walter A. Forbes Chairman of the Board of January 29, 1998
Walter A. Forbes Directors
/s/ Henry R. Silverman President, Chief Executive January 29, 1998
Henry R. Silverman Officer and Director
(Principal Executive
Officer)
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/s/ Michael P. Monaco Chief Financial Officer January 29, 1998
Michael P. Monaco and Director (Principal
Financial Officer)
/s/ Scott Forbes Senior Vice President - January 29, 1998
Scott Forbes Finance (Principal
Accounting Officer)
/s/ Stephen P. Holmes Director January 29, 1998
Stephen P. Holmes
/s/ Robert D. Kunisch Director January 29, 1998
Robert D. Kunisch
/s/ Christopher K. McLeod Director January 29, 1998
Christopher K. McLeod
/s/ E. Kirk Shelton Director January 29, 1998
E. Kirk Shelton
/s/ John D. Snodgrass Director January 29, 1998
John D. Snodgrass
/s/ Robert T. Tucker Director January 29, 1998
Robert T. Tucker
/s/ James E. Buckman Director January 29, 1998
James E. Buckman
/s/ Bartlett Burnap Director January 29, 1998
Bartlett Burnap
/s/ Leonard S. Coleman Director January 29, 1998
Leonard S. Coleman
/s/ T. Barnes Donnelley Director January 29, 1998
T. Barnes Donnelley
/s/ Martin L. Edelman Director January 29, 1998
Martin L. Edelman
/s/ Frederick D. Green Director January 29, 1998
Frederick D. Green
/s/ Stephen A. Greyser Director January 29, 1998
Stephen A. Greyser
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/s/ Carole G. Hankin Director January 29, 1998
Carole G. Hankin
/s/ Brian Mulroney Director January 29, 1998
Brian Mulroney, P.C., LL.D.
/s/ Robert E. Nederlander Director January 29, 1998
Robert E. Nederlander
/s/ Burton C. Perfit Director January 29, 1998
Burton C. Perfit
/s/ Anthony G. Petrello Director January 29, 1998
Anthony G. Petrello
/s/ Robert W. Pittman Director January 29, 1998
Robert W. Pittman
/s/ E. John Rosenwald, Jr. Director January 29, 1998
E. John Rosenwald, Jr.
/s/ Robert P. Rittereiser Director January 29, 1998
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director January 29, 1998
Stanley M. Rumbough, Jr.
/s/ Leonard Schutzman Director January 29, 1998
Leonard Schutzman
/s/ Robert F. Smith Director January 29, 1998
Robert F. Smith
/s/ Craig R. Stapleton Director January 29, 1998
Craig R. Stapleton
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EXHIBIT INDEX
Exhibit Number Description
4.1 Cendant Corporation 1997 Employee Stock Plan.
4.2 Form of Stock Option Contract - 1997 Employee Stock Plan.
5.1 Opinion of Jeffrey A. Gershowitz, Esq. as to legality of the
securities being registered.
15.1 Letter of Ernst & Young LLP re: Unaudited Interim Financial
Information of CUC International Inc.
23.1 Consent of Deloitte & Touche LLP related to financial statements of
Cendant Corporation.
23.2 Consent of Ernst & Young LLP relating to the financial statements of
CUC International Inc.
23.3 Consent of Deloitte & Touche LLP relating to the financial statements
of HFS Incorporated.
23.4 Consent of KPMG Peat Marwick LLP relating to the financial statements
of PHH Corporation.
23.5 Consent of Deloitte & Touche LLP relating to the financial statements
of Sierra On-Line, Inc.
23.6 Consent of KPMG Peat Marwick LLP relating to the financial statements
of Davidson & Associates, Inc.
23.7 Consent of Price Waterhouse LLP relating to the financial statements
of Ideon Group, Inc.
23.8 Consent of Jeffrey A. Gershowitz, Esq. (included in the opinion filed
as Exhibit 5 hereto).
24.1 Powers of Attorney of certain officers and directors of the
Registrant (included on the signature page of this Registration
Statement).
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EXHIBIT 4.1
AS AMENDED THROUGH DECEMBER 17, 1997
1997 EMPLOYEE STOCK PLAN OF
CENDANT CORPORATION
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the Plan is to give the Corporation a competitive
advantage in attracting, retaining and motivating employees and to provide the
Corporation and its Affiliates with a stock plan providing incentives directly
linked to the profitability of the Corporation's businesses and increases in
shareholder value.
For purposes of the Plan, the following terms are defined as set forth
below:
(a) "Affiliate" means a corporation or other entity controlled by,
controlling or under common control with the Corporation.
(b) "Award" means the grant of a Stock Appreciation Right, Stock
Option or Restricted Stock pursuant to the Plan.
(c) "Board" means the Board of Directors of the Corporation.
(d) "Cause" means (except as otherwise provided by the Committee in
the agreement relating to any Award) (1) conviction of a participant for
committing a felony under federal law or the law of the state in which such
action occurred, (2) dishonesty in the course of fulfilling a participant's
employment duties or (3) willful and deliberate failure on the part of a
participant to perform his employment duties in any material respect.
Notwithstanding the foregoing, if a participant is a party to an employment
agreement with the Corporation or any Affiliate that contains a definition of
"Cause," such definition shall apply to such participant for purposes of the
Plan except to the extent otherwise provided by the Committee in the agreement
relating to any Award.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(f) "Commission" means the Securities and Exchange Commission or any
successor agency.
(g) "Committee" means the Committee referred to in Section 2.
(h) "Common Stock" means common stock, par value $0.01 per share, of
the Corporation.
(i) "Corporation" means Cendant Corporation, a Delaware corporation.
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(j) "Disability" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.
(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
(l) "Fair Market Value" means, as of any given date, the fair market
value of the Common Stock as determined by the Committee in good faith, taking
into account the trading price of the Common Stock on the New York Stock
Exchange Composite Tape, or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed, or on NASDAQ,
or in any other regular public trading market for the Common Stock which may
exist as of such date. The determination of the Committee shall be conclusive in
determining the fair market value of the Common Stock.
(m) "NonQualified Stock Option" means a Stock Option that is not
designated as, and qualified as, an "incentive stock option" within the meaning
of Section 422 of the Code.
(n) "Performance Goals" means the performance goals established by the
Committee in connection with the grant of Restricted Stock.
(o) "Plan" means the Cendant Corporation 1997 Employee Stock Plan, as
set forth herein and as hereinafter amended from time to time.
(p) "Restricted Stock" means an Award granted under Section 7.
(q) "Retirement" means retirement from active employment with the
Corporation or an Affiliate at or after age 65.
(r) "Stock Appreciation Right" means an Award granted under Section 6.
(s) "Stock Option" means an Award granted under Section 5.
(t) "Termination of Employment" means the termination of the
participant's employment with the Corporation and its Affiliates. A participant
employed by an Affiliate shall also be deemed to incur a Termination of
Employment if such Affiliate ceases to be an Affiliate and the participant does
not immediately thereafter become an employee of the Corporation or another
Affiliate. Temporary absences from employment because of illness, vacation or
leave of absence and transfers among the Corporation and its Affiliates shall
not be considered Terminations of Employment. In addition, certain other terms
used herein have definitions given to them in the first place in which they are
used.
SECTION 2. ADMINISTRATION
The Plan shall be administered by the Corporation's Compensation
Committee or such other committee composed of two or more directors as the Board
may from time to time designate to administer the Plan (the "Committee"), who
shall serve at the pleasure of the Board.
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The Committee shall have plenary authority to grant Awards pursuant to
the terms of the Plan to employees of the Corporation and its Affiliates.
Among other things, the Committee shall have the authority, subject to
the terms of the Plan:
(a) To select the employees to whom Awards may from time to time be
granted;
(b) To determine whether and to what extent, NonQualified Stock
Options, Stock Appreciation Rights and Restricted Stock or any combination
thereof are to be granted hereunder;
(c) To determine the number of shares of Common Stock to be covered by
each Award granted hereunder;
(d) To determine the terms and conditions of any Award granted
hereunder (including, but not limited to, the option price (subject to Section
5(a) hereof), any vesting condition, restriction or limitation (which may be
related to the performance of the participant, the Corporation or any Affiliate)
and any vesting acceleration or forfeiture waiver regarding any Award and the
shares of Common Stock relating thereto), based on such factors as the Committee
shall determine;
(e) To modify, amend or adjust the terms and conditions of any Award,
at any time or from time to time, including but not limited to Performance
Goals;
(f) To determine to what extent and under what circumstances Common
Stock and other amounts payable with respect to an Award shall be deferred; and
(g) To determine under what circumstances an Award may be settled in
cash or Common Stock under Section 5(i) and 6(b)(ii).
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.
The Committee may act only by a majority of its members then in office,
except that the members thereof may authorize any one or more of their number or
any officer of the Corporation to execute and deliver documents on behalf of the
Committee.
Any determination made by the Committee or pursuant to delegated
authority pursuant to the provisions of the Plan with respect to any Award shall
be made in the sole discretion of the Committee or such delegate at the time of
the grant of the Award or, unless in contravention of any express term of the
Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Corporation and Plan
participants.
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Any authority granted to the Committee may also be exercised by the
full Board. To the extent that any permitted action taken by the Board conflicts
with action taken by the Committee, the Board action shall control.
SECTION 3. COMMON STOCK SUBJECT TO PLAN
The total number of shares of Common Stock reserved and available for
grant under the Plan shall be twenty-five million (25,000,000). Shares subject
to an Award under the Plan may be authorized and unissued shares or may be
treasury shares.
If any shares of Restricted Stock are forfeited, or if any Stock Option
(and related Stock Appreciation Right, if any) terminates without being
exercised, or if any Stock Appreciation Right is exercised for cash, shares of
Common Stock subject to such Awards shall again be available for distribution in
connection with Awards under the Plan.
In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, or any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the
Corporation, any reorganization (whether or not such reorganization comes within
the definition of such term in Section 368 of the Code) or any partial or
complete liquidation of the Corporation, the Committee or Board may make such
substitution or adjustments in the aggregate number and kind of shares reserved
for issuance under the Plan, in the number, kind and option price of shares
subject to outstanding Stock Options and Stock Appreciation Rights, in the
number and kind of shares subject to other outstanding Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Corporation upon
the exercise of any Stock Appreciation Right associated with any Stock Option.
SECTION 4. ELIGIBILITY
Employees of the Corporation and its Affiliates who are responsible for
or contribute to the management, growth and profitability of the business of the
Corporation and its Affiliates are eligible to be granted Awards under the Plan.
SECTION 5. STOCK OPTIONS
Stock Options may be granted alone or in addition to other Awards
granted under the Plan and may be only NonQualified Stock Options. Any Stock
Option granted under the Plan shall be in such form as the Committee may from
time to time approve.
Stock Options shall be evidenced by option agreements, the terms and
provisions of which may differ. An option agreement shall indicate on its face
that it is intended to be an agreement for a NonQualified Stock Option. The
grant of a Stock Option shall occur on the date the Committee by resolution
selects an individual to be a participant in any grant of a Stock
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Option, determines the number of shares of Common Stock to be subject to such
Stock Option to be granted to such individual and specifies the terms and
provisions of the Stock Option. The Corporation shall notify a participant of
any grant of a Stock Option, and a written option agreement or agreements shall
be duly executed and delivered by the Corporation to the participant. Such
agreement or agreements shall become effective upon execution by the
Corporation.
Stock Options granted under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Committee shall deem desirable:
(a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee and set
forth in the option agreement, and shall not be less than the Fair Market Value
of the Common Stock subject to the Stock Option on the date of grant.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee.
(c) Exercisability. Except as otherwise provided herein, Stock Options
shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides
that any Stock Option is exercisable only in installments, the Committee may at
any time waive such installment exercise provisions, in whole or in part, based
on such factors as the Committee may determine. In addition, the Committee may
at any time accelerate the exercisability of any Stock Option.
(d) Method of Exercise. Subject to the provisions of this Section 5,
Stock Options may be exercised, in whole or in part, at any time during the
option term by giving written notice of exercise to the Corporation specifying
the number of shares of Common Stock subject to the Stock Option to be
purchased.
Such notice shall be accompanied by payment in full of the purchase
price by certified or bank check or such other instrument as the Corporation may
accept. If approved by the Committee, payment, in full or in part, may also be
made in the form of unrestricted Common Stock already owned by the optionee of
the same class as the Common Stock subject to the Stock Option (based on the
Fair Market Value of the Common Stock on the date the Stock Option is
exercised); provided, however, that such already owned shares have been held by
the optionee for at least six (6) months at the time of exercise.
In the discretion of the Committee, payment for any shares subject to a
Stock Option may also be made by delivering a properly executed exercise notice
to the Corporation, together with a copy of the irrevocable instructions to a
broker to deliver promptly to the Corporation the amount of sale or loan
proceeds necessary to pay the purchase price, and, if requested, by the amount
of any federal, state, local or foreign withholding taxes. To facilitate the
foregoing, the Corporation may enter into agreements for coordinated procedures
with one or more brokerage firms.
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In addition, in the discretion of the Committee, payment for any shares
subject to a Stock Option may also be made by instructing the Committee to
withhold a number of such shares having a Fair Market Value on the date of
exercise equal to the aggregate exercise price of such Stock Option.
No shares of Common Stock shall be issued until full payment therefor
has been made. Except as otherwise provided in Section 5(j) below, an optionee
shall have all of the rights of a shareholder of the Corporation holding the
class or series of Common Stock that is subject to such Stock Option (including,
if applicable, the right to vote the shares and the right to receive dividends),
when the optionee has given written notice of exercise, has paid in full for
such shares and, if requested, has given the representation described in Section
11(a).
(e) Transferability of Stock Options. Stock Options shall be
transferable by the optionee only pursuant to the following methods: (i) by will
or the laws of descent and distribution; (ii) pursuant to a domestic relations
order, as defined in the Code or Title 1 of the Employee Retirement Income
Security Act, as amended, or the regulations thereunder; or (iii) as a gift to
family members of the optionee, trusts for the benefit of family members of the
optionee or charities or other not-for-profit organizations. Except to the
extent provided in this Section 5(e) or in Sections 5(f), (g) and (h) below,
Stock Options may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise), shall not be
subject to execution, attachment or similar process, and may be exercised during
the lifetime of the holder thereof only by such holder.
(f) Termination by Death or Disability. Unless otherwise determined by
the Committee, if an optionee's employment terminates by reason of death or
Disability, any Stock Option held by such optionee may thereafter be exercised,
whether or not it was exercisable at the time of such termination, for a period
of twelve (12) months (or such other period as the Committee may specify in the
option agreement) from the date of such termination or until the expiration of
the stated term of such Stock Option, whichever period is the shorter.
(g) Termination by Reason of Retirement. Unless otherwise determined
by the Committee, if an optionee's employment terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
by the optionee, to the extent it was exercisable at the time of such
Retirement, or on such accelerated basis as the Committee may determine, for a
period of five (5) years (or such other period as the Committee may specify in
the option agreement) from the date of such termination of employment or until
the expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that if the optionee dies within such period any
unexercised Stock Option held by such optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of twelve (12) months from the
date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
(h) Other Termination. Unless otherwise determined by the Committee,
if an optionee incurs a Termination of Employment for any reason other than
death, Disability or Retirement,
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<PAGE>
any Stock Option held by such optionee, to the extent then exercisable, or on
such accelerated basis as the Committee may determine, may be exercised for the
lesser of three (3) months from the date of such Termination of Employment or
the balance of such Stock Option's term; provided, however, that if the optionee
dies within such three (3) month period, any unexercised Stock Option held by
such optionee shall, notwithstanding the expiration of such three (3) month
period, continue to be exercisable to the extent to which it was exercisable at
the time of death for a period of twelve (12) months from the date of such death
or until the expiration of the stated term of such Stock Option, whichever
period is the shorter.
(i) Cashing Out of Stock Option. On receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of the
shares of Common Stock for which a Stock Option is being exercised by paying the
optionee an amount, in cash or Common Stock, as determined by the Committee,
equal to the excess of the Fair Market Value of the Common Stock over the option
price times the number of shares of Common Stock for which the Stock Option is
being exercised on the effective date of such cash-out.
(j) Deferral of Option Shares. The Committee may from time to time
establish procedures pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of a Stock Option, receipt of all or a
portion of the shares subject to such Stock Option and/or to receive cash at
such later time or times in lieu of such deferred shares, all on such terms and
conditions as the Committee shall determine. If any such deferrals are
permitted, then notwithstanding Section 5(d) above, an optionee who elects such
deferral shall not have any rights as a stockholder with respect to such
deferred shares unless and until certificates representing such shares are
actually delivered to the optionee with respect thereto, except to the extent
otherwise determined by the Committee.
SECTION 6. STOCK APPRECIATION RIGHTS
(a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. Such
rights may be granted either at or after the time of grant of the Stock Option.
A Stock Appreciation Right shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option.
A Stock Appreciation Right may be exercised by an optionee in
accordance with Section 6(b) by surrendering the applicable portion of the
related Stock Option in accordance with procedures established by the Committee.
Upon such exercise and surrender, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(b). Stock Options which
have been so surrendered shall no longer be exercisable to the extent the
related Stock Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be subject
to such terms and conditions as shall be determined by the Committee, including
the following:
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<PAGE>
(i) Stock Appreciation Rights shall be exercisable only at
such time or times and to the extent that the Stock Options to which
they relate are exercisable in accordance with the provisions of
Section 5 and this Section 6.
(ii) Upon the exercise of a Stock Appreciation Right, an
optionee shall be entitled to receive an amount in cash, shares of
Common Stock or both, in value equal to the excess of the Fair Market
Value of one share of Common Stock over the option price per share
specified in the related Stock Option multiplied by the number of
shares in respect of which the Stock Appreciation Right shall have been
exercised, with the Committee having the right to determine the form of
payment.
(iii) Stock Appreciation Rights shall be transferable only to
permitted transferees of the underlying Stock Option in accordance with
Section 5(e).
(iv) Upon the exercise of a Stock Appreciation Right, the
Stock Option or part thereof to which such Stock Appreciation Right is
related shall be deemed to have been exercised for the purpose of the
limitation set forth in Section 3 on the number of shares of Common
Stock to be issued under the Plan, but only to the extent of the number
of shares covered by the Stock Appreciation Right at the time of
exercise based on the value of the Stock Appreciation Right at such
time.
SECTION 7. RESTRICTED STOCK
(a) Administration. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The Committee shall
determine the employees to whom and the time or times at which grants of
Restricted Stock will be awarded, the number of shares of Restricted Stock to be
awarded to any participant, the conditions for vesting, the time or times within
which such Awards may be subject to forfeiture and any other terms and
conditions of the Awards, in addition to those contained in Section 7(c).
(b) Awards and Certificates. Shares of Restricted Stock shall be
evidenced in such manner as the Committee may deem appropriate, including
book-entry registration or issuance of one or more stock certificates. Any
certificate issued in respect of shares of Restricted Stock shall be registered
in the name of such participant and shall bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Cendant Corporation
1997 Employee Stock Plan and a Restricted Stock Agreement.
Copies of such Plan and Agreement are on file at the offices
of Cendant Corporation."
"This security has not been registered under the Securities
Act of 1933, as amended. Neither this security nor any
interest or
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<PAGE>
participation herein may be reoffered, sold, assigned,
transferred, pledged, encumbered or otherwise disposed of in
the absence of such registration unless an exemption from such
registration is available."
The Committee may require that the certificates evidencing such shares
of Restricted Stock be held in custody by the Corporation until the restrictions
thereon shall have lapsed and that, as a condition of any Award of Restricted
Stock, the participant shall have delivered a stock power, endorsed in blank,
relating to the Common Stock covered by such Award.
(c) Terms and Conditions. Shares of Restricted Stock shall be subject
to the following terms and conditions:
(i) The Committee may condition the grant or vesting of an
Award of Restricted Stock upon the attainment of Performance Goals. The
Committee may also condition the grant or vesting of an Award of
Restricted Stock upon the continued service of the participant. The
conditions for grant or vesting and the other provision of Restricted
Stock Awards (including, without limitation, any applicable Performance
Goals) need not be the same with respect to each recipient. The
Committee may at any time, in its sole discretion, accelerate or waive,
in whole or in part, any of the foregoing restrictions.
(ii) Subject to the provisions of the Plan and the Restricted
Stock Agreement referred to in Section 7(c)(vii), during the period, if
any, set by the Committee, commencing with the date of such Award for
which such participant's continued service is required (the
"Restriction Period"), and until the later of (i) the expiration of the
Restriction Period and (ii) the date the applicable Performance Goals
(if any) are satisfied, the participant shall not be permitted to sell,
assign, transfer, pledge or otherwise encumber shares of Restricted
Stock received pursuant to such Award; provided that the foregoing
shall not prevent a participant from pledging Restricted Stock received
pursuant to such Award as security for a loan, the sole purpose of
which is to provide funds to pay the option price for Stock Options.
(iii) Except as provided in this paragraph (iii) and Sections
7(c)(i) and 7(c)(ii) and the Restricted Stock Agreement, the
participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the corporation holding the class
or series of Common Stock that is the subject of the Restricted Stock,
including, if applicable, the right to vote the shares and the right to
receive any cash dividends. If so determined by the Committee in the
applicable Restricted Stock Agreement and subject to Section 11(e) of
the Plan, (A) cash dividends on the class or series of Common Stock
that is the subject of the Restricted Stock Award shall be
automatically deferred and reinvested in additional Restricted Stock,
held subject to the vesting of the underlying Restricted Stock, or held
subject to meeting Performance Goals applicable only to dividends, and
(B) dividends payable in Common Stock shall be paid in the form of
Restricted Stock of the same class as the Common Stock with which such
dividend was
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<PAGE>
paid, held subject to the vesting of the underlying Restricted Stock,
or held subject to meeting Performance Goals applicable only to
dividends.
(iv) Except to the extent otherwise provided in the
applicable Restricted Stock Agreement and Sections 7(c)(i), 7(c)(ii),
and 7(c)(v), upon a participant's Termination of Employment for any
reason during the Restriction Period or before the applicable
Performance Goals are satisfied, all shares of Restricted Stock still
subject to restriction shall be forfeited by the participant.
(v) In the event of a participant's Retirement, or if such
participant's employment is involuntarily terminated (other than for
Cause), the Committee shall have the discretion to waive, in whole or
in part, any or all remaining restrictions with respect to any or all
of such participant's shares of Restricted Stock.
(vi) If and when any applicable Performance Goals are
satisfied and the Restriction Period expires without a prior forfeiture
of the Restricted Stock, unlegended certificates for shares of Common
Stock that are the subject of the Restricted Stock Award shall be
delivered to the participant upon surrender of the legended
certificates.
(vii) Each Award of Restricted Stock shall be confirmed by,
and be subject to, the terms of a Restricted Stock Agreement executed
by the Corporation.
SECTION 8. TAX OFFSET BONUSES
At the time an Award is made hereunder or at any time thereafter, the
Committee may grant to the participant receiving such Award the right to receive
a cash payment in an amount specified by the Committee, to be paid at such time
or times (if ever) as the Award results in compensation income to the
participant, for the purpose of assisting the participant to pay the resulting
taxes, all as determined by the Committee and on such other terms and conditions
as the Committee shall determine.
SECTION 9. TERM, AMENDMENT AND TERMINATION
The Plan will terminate ten (10) years after the effective date of the
Plan. Under the Plan, Awards outstanding as of such date shall not be affected
or impaired by the termination of the Plan.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of an
optionee under a Stock Option or a recipient of a Stock Appreciation Right or
Restricted Stock Award theretofore granted without the optionee's or recipient's
consent. In addition, no such amendment shall be made without the approval of
the Corporation's stockholders to the extent such approval is required by law or
agreement.
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<PAGE>
The Committee may amend the terms of any Stock Option or other Award
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any holder without the holder's consent.
SECTION 10. UNFUNDED STATUS OF PLAN
It is presently intended that the Plan constitute an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of the Plan.
SECTION 11. GENERAL PROVISIONS
(a) The Committee may require each person purchasing or receiving
shares pursuant to an Award to represent to and agree with the Corporation in
writing that such person is acquiring the shares without a view to the
distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Corporation shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
(i) Listing or approval for listing upon notice of issuance,
of such shares on the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be the principal market for the
Common Stock;
(ii) Any registration or other qualification of such shares
of the Corporation under any state or federal law or regulation, or the
maintaining in effect of any such registration or other qualification
which the Committee shall, in its absolute discretion upon the advice
of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from
any state or federal governmental agency which the Committee shall, in
its absolute discretion after receiving the advice of counsel,
determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Corporation or any
Affiliate from adopting other or additional compensation arrangements for its
employees.
(c) Adoption of the Plan shall not confer upon any employee any right
to continued employment, nor shall it interfere in any way with the right of the
corporation or any Affiliate to terminate the employment of any employee at any
time.
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for federal income tax
purposes with respect to any Award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the
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<PAGE>
Corporation regarding the payment of, any federal, state, local or foreign taxes
of any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Corporation, withholding obligations may be settled
with Common Stock, including Common Stock that is part of the Award that gives
rise to the withholding requirement. The obligations of the Corporation under
the Plan shall be conditional on such payment or arrangements, and the
Corporation and its Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment otherwise due to the
participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.
(e) Reinvestment of dividends in additional Restricted Stock at the
time of any dividend payment shall only be permissible if sufficient shares of
Common Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Awards).
(f) The Committee shall establish such procedures as it deems
appropriate for a participant to designate a beneficiary to whom any amounts
payable in the event of the participant's death are to be paid or by whom any
rights of the participant, after the participant's death, may be exercised.
(g) In the case of a grant of an Award to any employee of an Affiliate
of the Corporation, the Corporation may, if the Committee so directs, issue or
transfer the shares of Common Stock, if any, covered by the Award to the
Affiliate, for such lawful consideration as the Committee may specify, upon the
condition or understanding that the Affiliate will transfer the shares of Common
Stock to the employee in accordance with the terms of the Award specified by the
Committee pursuant to the provisions of the Plan.
(h) The Plan and all Awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Delaware,
without reference to principles of conflict of laws.
(i) Anything in this Plan to the contrary notwithstanding, the Board
may, without approval by the Corporation's shareholders, substitute new options
for, or assume, prior options of any corporation which engages with the
Corporation or any of its Affiliates in a transaction to which Section 424(a) of
the Code applies (or would apply if the option assumed or substituted were an
incentive stock option), or any parent or any subsidiary of such corporation.
SECTION 12. EFFECTIVE DATE OF PLAN
The effective date of the Plan shall be December 1, 1997.
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EXHIBIT 4.2
_________________,_____
Dear (name):
I am pleased to advise you that the Compensation Committee (the "Committee") of
the Board of Directors (the "Board") of Cendant Corporation (the "Corporation")
on __________, _____ authorized the grant to you of a non-qualified option to
purchase ______ shares of common stock, $.01 par value, of the Corporation (the
"Common Stock") at a price of $________ per share (the "Exercise Price"), which
the Committee has determined to be the fair market value of the Common Stock on
that date in accordance with the terms of the Corporation's 1997 Employee Stock
Plan (the "Plan"), under which your option has been granted.
Terms not defined herein shall have the meaning set forth in the Plan.
Your option has the following terms:
(a) This option may be exercisable by you as follows:
You may purchase ___________ shares of the Common Stock for which
options are herein granted on or after _______, ____ and an additional
_____ shares of the Common Stock on or after each successive ______
through ________, ________.
Your right to exercise this option shall be cumulative. The Committee
may at any time accelerate the vesting of this option. This option
shall have a term of ten (10) years (the "Term"), provided that it
shall not be exercisable following your termination of employment from
the Corporation and its Affiliates, except as provided herein.
(b) If required by the Corporation and applicable laws, rules and
regulations, prior to the delivery to you of a certificate or
certificates representing the shares of Common Stock purchased by you
upon the exercise of this option, you shall have deposited with the
Corporation a non-disposition letter (restricting disposition by you
of the shares of Common Stock) in form satisfactory to counsel for the
Corporation.
(c) In the event of any change in corporate capitalization, such as a
stock split or a corporate transaction, or any merger, consolidation,
separation, including a spin-off, or other distribution of stock or
property of the Corporation, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368
of the Code) or any partial or complete liquidation of the
Corporation, the Committee or Board may make such substitution or
adjustments in the number, kind and option price of shares subject to
this option as it determines is appropriate to preserve the benefits
of this option, and such determination shall be final.
<PAGE>
(d) If you die while in the employ of the Corporation or any of its
Affiliates or if your employment with the Corporation and its
Affiliates is terminated by reason of permanent and total disability
(under procedures established by the Committee), this option shall
become immediately exercisable in full for a period of twelve (12)
months from the date of such termination or until the expiration of
the Term, whichever period is the shorter, and shall terminate at the
end of such period.
(e) In the event your employment with the Corporation and its Affiliates
is terminated by reason of Retirement, this option, to the extent it
was exercisable at the time of such Retirement, shall continue to be
exercisable for a period of five (5) years from the date of such
termination or until the expiration of the Term, whichever period is
the shorter, and shall terminate at the end of such period; provided,
however, that if you die within such period, this option shall,
notwithstanding the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the time of
your death for a period of twelve (12) months from the date of your
death or until the expiration of the Term, whichever period is the
shorter, and shall terminate at the end of such period.
(f) In the event your employment with the Corporation and its Affiliates
is terminated for any reason other than death, permanent and total
disability (under procedures established by the Committee) or
Retirement, this option, to the extent it was exercisable at the time
of such termination, shall continue to be exercisable for a period of
three (3) months from the date of such termination or until the
expiration of the Term, whichever period is the shorter, and shall
terminate at the end of such period; provided, however, that if you
die within such period, this option shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to
which it was exercisable at the time of your death for a period of
twelve (12) months from the date of your death or until the expiration
of the Term, whichever period is the shorter, and shall terminate at
the end of such period.
(g) You may pay for shares purchased pursuant hereto (together with any
withholding taxes due with respect thereto) in cash or by check at the
time of exercise or with any other legal consideration that may be
acceptable to the Committee in its sole discretion at the time of
exercise. The delivery to you of shares of Common Stock upon exercise
of this option shall be conditional upon your payment of, or your
arrangement which is acceptable to the Corporation to pay, all
required withholding taxes in connection with such exercise.
(h) This option shall not be transferable except: by will or the laws of
descent and distribution; pursuant to a domestic relations order, as
defined in the Internal Revenue Code of 1986, as amended (the "Code"),
or Title I of the Employee Retirement Income Security Act, as amended,
or the regulations thereunder; or as a gift to your family members,
trusts for the benefit of your family members or charities or other
not-for-profit organizations. If you wish to transfer your option,
contact the Corporation first for more information.
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<PAGE>
(i) In the event of any conflict between this Agreement and the Plan, this
Agreement shall control. In the event of any ambiguity in this
Agreement, any term not defined in this Agreement, or any matters as
to which this Agreement is silent, the Plan shall govern.
(j) In the event of your death, your estate or legal representative may
exercise this option to the extent then exercisable.
When you wish to exercise your stock option in whole or in part,
please refer to the provisions of this letter and correspond in
writing with the Secretary of the Corporation. This is not an
incentive stock option under Section 422A of the Code.
Very truly yours,
[Name]
[Title]
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EXHIBIT 5.1
January 27, 1998
Cendant Corporation
707 Summer Street
Stamford, CT 06901
RE: Registration Statement on Form S-8
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Cendant Corporation (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 13,790,284 shares of common stock, par
value $.01 per share, of the Company ("Common Stock"), reserved for issuance
under the Company's 1997 Employee Stock Plan (the "Plan").
In connection with the foregoing, I have examined, among other things, the
Registration Statement, the Plan, and originals or copies, satisfactory to me,
of all such corporate records and of all such agreements, certificates and other
documents as I have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity with the original documents of documents submitted to me as
copies. As to various facts material to such opinion, I have, to the extent
relevant facts were not independently established by me, relied on certificates
of public officials and certificates and oaths and declarations of officers or
other representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware; and
2. The 13,790,284 shares of the Company's Common Stock being registered
pursuant to the Registration Statement, when issued pursuant to the
provisions of the Plan and upon payment of the purchase price therefor,
will be duly authorized, validly issued, fully paid and non-assessable.
I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the use of my name wherever appearing in such
Registration Statement, including any amendment thereto.
Very truly yours,
/s/ Jeffrey A. Gershowitz
Jeffrey A. Gershowitz
Vice President
CENDANT CORPORATION
EXHIBIT 15.1-LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
January 28, 1998
Shareholders and Board of Directors
Cendant Corporation (formerly "CUC International Inc.")
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of Cendant Corporation (formerly "CUC International Inc.") for the
registration of 13,790,284 shares of its common stock of our report dated June
13, 1997 relating to the unaudited condensed consolidated interim financial
statements of CUC International Inc. that is included in its Quarterly Report on
Form 10-Q for the quarter ended April 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated December 17, 1997, appearing
in the Current Report on Form 8-K of Cendant Corporation expected to be filed on
January 29, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 28, 1998
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the use of our report dated March 10, 1997, with respect to the
consolidated financial statements and schedule of CUC International Inc.
incorporated by reference in the Registration Statement (Form S-8) and related
Prospectus of Cendant Corporation (formerly "CUC International Inc.") for the
registration of 13,790,284 shares of its common stock.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Stamford, Connecticut
January 28, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated March 31, 1997 (May 27, 1997
as to Note 2a, and April 30, 1997 as to Note 2b), appearing in the Current
Report on Form 8-K of HFS Incorporated dated July 15, 1997.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
January 28, 1998
EXHIBIT 23.4
The Board of Directors
PHH Corporation:
We consent to the inclusion of our report dated April 30, 1997, with respect to
the consolidated balance sheets of PHH Corporation and subsidiaries (the
"Company") at December 31, 1996 and January 31, 1996 and the related
consolidated statements of income, stockholders' equity, and cash flows for the
year ended December 31, 1996 and each of the years in the two year period ended
January 31, 1996, which report appears in the Form 8-K of Cendant Corporation
dated January 28, 1998.
Our report contains an explanatory paragraph that states that the Company
adopted the provisions of Statement of Financial Accounting Standards No. 122,
"Accounting for Mortgage Servicing Rights," in the year ended January 31, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Baltimore, Maryland
January 28, 1998
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cendant Corporation on Form S-8 of our report dated June 24, 1996, appearing in
the Current Report on Form 8-K of Cendant Corporation expected to be filed on
January 29, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
January 28, 1998
EXHIBIT 23.6
Consent of Independent Auditors
The Board of Directors
Cendant Corporation
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Cendant Corporation pertaining to the Cendant Corporation 1997
Employee Stock Plan, of our report dated February 21, 1996, with respect to the
consolidated balance sheet of Davidson & Associates, Inc. and subsidiaries as of
December 31, 1995 and the related consolidated statements of earnings,
shareholders' equity, and cash flows and related schedule for each of the years
in the two year period ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
Long Beach, California
January 27, 1998
EXHIBIT 23.7
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cendant Corporation (formerly "CUC International Inc.")
of our report dated February 2, 1996, relating to the consolidated financial
statements of Ideon Group, Inc., which appears in the Annual Report on Form 10-K
of CUC International Inc. for the year ended January 31, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Tampa, Florida
January 28, 1998
