<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Cendant Corporation
________________________________________________________________________________
(Name of Issuer)
CD Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
151310
_______________________________________________________________
(CUSIP Number)
Charles Y. Tanabe, Esq.
Senior Vice President and General Counsel
Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
(720) 875-5400
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 16, 2000
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
___________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 29152510
================================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Liberty Media Corporation
84-1288730
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
BK, 00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
46,156,979 shares
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 46,156,979 shares. See Item 3.
PERSON -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,156,979 shares
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6.33%. See Item 5.
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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Page 2 of 10 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Statement of
LIBERTY MEDIA CORPORATION
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
Cendant Corporation
Amendment No. 1 to Schedule 13D
Liberty Media Corporation, a Delaware corporation ("Liberty" or the
"Reporting Person"), hereby amends and supplements its Statement on Schedule 13D
as originally filed by Liberty on February 18, 2000 (the "Original Statement"),
with respect to the common stock, par value $.01 per share ("Common Stock"), of
Cendant Corporation, a Delaware corporation (the "Issuer"). Unless otherwise
indicated herein, each capitalized term used but not defined herein has the
meaning assigned thereto in the Original Statement.
Item 1. Security and Issuer.
Item 1 of the Original Statement is hereby amended and supplemented by
adding the following information thereto:
According to reports filed by the Issuer with the Securities and
Exchange Commission (the "SEC"), in March 2000 the Issuer reclassified its
Common Stock into shares of "CD common stock" and "move.com common stock." The
move.com common stock is intended to track the performance of the Issuer's new
"Move.com Group." The Issuer's previously existing common stock was reclassified
as CD common stock, and is intended to track the performance of the Issuer's
businesses that are not included in the Move.com Group and a retained interest
in the Move.com Group. All of the shares beneficially owned by Liberty to which
this Schedule 13D relates are CD common stock, and all references to "Common
Stock" herein and, as to periods subsequent to such reclassification, in the
Original Statement are to shares of the Issuer's CD common stock.
Page 3 of 10 Pages
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Item 2. Identity and Background.
Item 2 of the Original Statement is hereby amended and supplemented by
adding the following information thereto:
The reporting person is Liberty Media Corporation whose principal business
address is 9197 South Peoria Street, Englewood, Colorado 80112.
Following the AT&T Merger, AT&T transferred from the AT&T Common Stock
Group to a new "AT&T Wireless Group" AT&T's wireless operations and assets. The
AT&T Common Stock Group now consists of all of the assets and businesses of AT&T
other than those included in the Liberty Media Group and the AT&T Wireless
Group.
On March 10, 2000, in connection with certain restructuring transactions,
TCI was converted into a Delaware limited liability company, of which AT&T is
the sole member, and renamed AT&T Broadband, LLC ("AT&T Broadband"). AT&T
Broadband's principal business address is 9197 South Peoria Street, Englewood,
Colorado 80112. AT&T Broadband is principally engaged through its subsidiaries
and affiliates in the acquisition, development and operation of cable television
systems throughout the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Statement is hereby amended and supplemented by
adding the following three paragraphs at the end thereof:
On November 16, 2000, Liberty CNDT entered into a Purchase Agreement
(the "Cash/Stock Purchase Agreement") with the Issuer pursuant to which Liberty
CNDT purchased 4,051,864 shares of Common Stock from the Issuer for cash
consideration of $50 million. Also on November 16, 2000, Liberty CNDT entered
into a separate Purchase Agreement (the "Warrant/Stock Purchase Agreement") with
the Issuer and Cendant Stock Corporation, a Delaware corporation and a wholly
owned subsidiary of the Issuer ("Cendant Stock"). Pursuant to the Warrant/Stock
Purchase Agreement, Liberty CNDT surrendered to Cendant Stock the Warrant
acquired by Liberty on February 7, 2000 pursuant to the Stock Purchase Agreement
in exchange for 2,346,515 shares of Common Stock. The Warrant had entitled the
holder to purchase up to 28,956,000 shares of Cendant Common Stock at an
exercise price of $23.00 per share. The foregoing summary of the terms of the
Cash/Stock Purchase Agreement and the Warrant/Stock Purchase Agreement are
qualified in their entirety by reference to the full texts of those agreements,
which are included as Exhibit 7(e) and Exhibit 7(f) to this Statement,
respectively, and are incorporated herein by reference thereto.
Also on November 16, 2000, Liberty purchased an additional 19,800,000
shares of Common Stock from Lehman Brothers, Inc. ("Lehman") for $206,662,500
cash. At the same time, Liberty sold a call to, and purchased a put from, Lehman
Brothers Finance S.A. ("Lehman Finance"), an affiliate of Lehman, with respect
to an identical notional number of shares of Common Stock (the "Collar").
Liberty presently intends to settle its obligations to Lehman Finance under the
Collar through physical delivery of shares of Common Stock. The put and call
each have strike prices of $10.4375 per share, and each has an expiration date
of May 17, 2001. Liberty's obligations under the Collar are secured by a pledge
of the 19,800,000 shares of Common Stock that it acquired from Lehman. Prior to
an event of default with respect to the pledge, Liberty has sole voting power
with respect to the shares of Common Stock subject to the pledge.
Page 4 of 10 Pages
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Of the cash consideration paid by Liberty and Liberty CNDT pursuant to
the foregoing transactions, $250,000,000 was borrowed by Liberty pursuant to
pre-existing bid lines with commercial banks and the remaining $6,662,500 was
obtained from Liberty's cash reserves. Liberty's borrowings were made with the
following commercial banks:
Commercial Bank Amount of Borrowing
--------------- -------------------
The Bank of New York $ 10,000,000.00
Credit Lynonnais, New York Branch $125,000,000.00
The Toronto-Dominion Bank $ 25,000,000.00
---------------
$250,000,000.00
===============
Item 4. Purpose of Transaction.
Item 4 of the Original Statement is hereby amended and supplemented by
adding the following information thereto:
The Reporting Person continues to hold its interest in the Issuer for
investment purposes. In addition, the 19,800,000 shares of Common Stock
purchased by Liberty from Lehman were acquired for the purpose of entering into
the Collar with Lehman Finance. Liberty intends to physically settle its
obligations to Lehman Finance under the Collar with shares of Common Stock when
the Collar expires on May 17, 2001.
Dr. John C. Malone, the Chairman of the Reporting Person, is a member
of the Board of Directors of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended and supplemented by
adding the following information thereto
(a) After giving effect to the purchases and dispositions described in
Item 3 above, Liberty beneficially owns through its subsidiary, Liberty CNDT,
46,156,979 shares of Common Stock. According to the Issuer's Quarterly Report on
Form 10-Q for its quarter ended September 30, 2000, there were 728,958,000
shares of Common Stock issued and outstanding as of October 31, 2000. Based on
such 728,958,000 shares, the 46,156,979 shares beneficially owned by the
Reporting Person represents 6.33% of such issued and outstanding shares of
Common Stock.
Dr. Malone receives a $40,000 annual retainer from the Issuer as a
non-employee director of the Issuer. The retainer, which is paid quarterly, is
paid in shares of Common Stock. As of November 22, 2000, Dr. Malone had
received 1,783 shares of Common Stock pursuant to this arrangement.
Mr. Gary S. Howard, the Executive Vice President, Chief Operating
Officer and a director of Liberty, beneficially owns 7,500 shares of Common
Stock.
Mr. Peter Zolintakis, a Senior Vice President of Liberty, beneficially
owns 1,000 shares of Common Stock and has written call options on an equal
number of shares of Common Stock at a strike price of $17.50 per share, expiring
January 20, 2001.
Except as described above and in the Original Statement, to the
knowledge of the Reporting Person, none of the Schedule 1 Persons and none of
the Schedule 2 Persons beneficially owns any shares of Common Stock.
Page 5 of 10 Pages
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(b) Each of Liberty, Dr. Malone, Mr. Howard and Mr. Zolintakis
has the sole power to vote or to direct the voting, and the sole power to
dispose of or to direct the disposition of, the shares of Common Stock
beneficially owned by it or him.
(c) Dr. Malone received 922 shares of Common Stock from the Issuer on
October 4, 2000, pursuant to the non-employee director annual retainer
arrangement described above. Except for the shares received by Dr. Malone, and
the acquisitions and dispositions described in Item 3 above, no transactions in
the shares of Common Stock have been effected by the Reporting Person or, to the
knowledge of the Reporting Person, by any of the Schedule 1 Persons or Schedule
2 Persons during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Item 6 of the Original Statement is hereby amended and supplemented by
adding the following information thereto
Under the terms of the Warrant/Stock Purchase Agreement, the Issuer has
agreed to prepare and file with the SEC, and cause to become effective, a
registration statement on Form S-3 for the resale of the 2,346,515 shares of
Common Stock acquired by Liberty CNDT from Cendant Stock in exchange for the
Warrant. Except for the foregoing and except as described in Items 3 and 4
above, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above and between such
persons and any other person with respect to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Original Statement is hereby amended by adding the
following Exhibits thereto:
Exhibit No. Exhibit
----------- -------
7(e) Purchase Agreement, dated as of November 16, 2000, between Liberty
CNDT and the Issuer.
7(f) Purchase Agreement, dated as of November 16, 2000, among Liberty
CNDT, the Issuer and Cendant Stock.
Page 6 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 22, 2000
LIBERTY MEDIA CORPORATION
By: /s/ Charles Y. Tanabe
--------------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
Page 7 of 10 Pages
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Schedule 1 of the Original Statement is hereby amended to read in its entirety
as follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and
executive officer of Liberty Media Corporation are set forth below. The business
address for each person listed below is c/o Liberty Media Corporation, 9197
South Peoria Street, Englewood, Colorado 80112. All executive officers and
directors listed on this Schedule 1 are United States citizens, except for David
J.A. Flowers, who is a Canadian citizen.
Name Principal Occupation
---- --------------------
John C. Malone Chairman of the Board and Director of Liberty; Director
of AT&T Corp.
Robert R. Bennett President, Chief Executive Officer and Director of
Liberty
Gary S. Howard Executive Vice President, Chief Operating Officer and
Director of Liberty
Paul A. Gould Director of Liberty; Managing Director of Allen &
Company Incorporated
Harold R. Handler Director of Liberty, Of Counsel with Simpson Thacher &
Bartlett
Jerome H. Kern Director of Liberty; Chairman of the Board and Chief
Executive Officer of On Command Corporation
Frank J. Macchiarola Director of Liberty, President of Saint Francis College
Michael T. Ricks Director of Liberty; Vice President, Treasury, of
Telseon, Inc.
Page 8 of 10 Pages
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Name Principal Occupation
---- --------------------
Larry E. Romrell Director of Liberty; Consultant to AT&T
Broadband, LLC (f/k/a Tele-Communications, Inc.)
Vivian J. Carr Senior Vice President and Secretary of Liberty
William R. Fitzgerald Senior Vice President of Liberty
David J.A. Flowers Senior Vice President and Treasurer of Liberty
David B. Koff Senior Vice President and Assistant Secretary of
Liberty
Elizabeth M. Markowski Senior Vice President of Liberty
Charles Y. Tanabe Senior Vice President, General Counsel and
Assistant Secretary of Liberty
Carl E. Vogel Senior Vice President of Liberty
Peter Zolintakis Senior Vice President of Liberty
Christopher W. Shean Vice President and Controller of Liberty
Page 9 of 10 Pages
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
7(e) Purchase Agreement, dated as of November 16, 2000, between
Liberty CNDT and the Issuer,
7(f) Purchase Agreement, dated as of November 16, 2000, among
Liberty CNDT, the Issuer and Cendant Stock.
Page 10 of 10 Pages
