Filed Pursuant to Rule 424(b)(3)
Registration No. 333-72736
PROSPECTUS
OFFER TO EXCHANGE $850,000,000 6 7/8 % NOTES DUE 2006 FOR $850,000,000
6 7/8 % NOTES DUE 2006, WHICH HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, OF
[LOGO]
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON DECEMBER 27, 2001, UNLESS EXTENDED.
------------------------
Terms of the exchange offer:
- The exchange notes are being registered with the Securities and Exchange
Commission and are being offered in exchange for the original notes that
were previously issued in an offering exempt from the Securities and
Exchange Commission's registration requirements. The terms of the exchange
offer are summarized below and more fully described in this prospectus.
- We will exchange all original notes that are validly tendered and not
withdrawn prior to the expiration of the exchange offer.
- You may withdraw tenders of original notes at any time prior to the
expiration of the exchange offer.
- The exchange of original notes will not be a taxable event for United
States federal income tax purposes.
- We will not receive any proceeds from the exchange offer.
- The terms of the exchange notes are substantially identical to the
original notes, except that the exchange notes are registered under the
Securities Act and the transfer restrictions and registration rights
applicable to the original notes do not apply to the exchange notes.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF THE RISKS THAT
SHOULD BE CONSIDERED BY HOLDERS PRIOR TO TENDERING THEIR ORIGINAL NOTES.
PRINCIPAL AMOUNT ANNUAL INTEREST FINAL DISTRIBUTION DATE
$850,000,000 6 7/8% August 15, 2006
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this prospectus is November 27, 2001.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY CENDANT.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF CENDANT SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION WHERE, OR TO ANY PERSON WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. THE INFORMATION CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF THE
DATE OF THIS PROSPECTUS UNLESS THE INFORMATION SPECIFICALLY INDICATES THAT
ANOTHER DATE APPLIES.
TABLE OF CONTENTS
PAGE
--------
Cautionary Statement Concerning Forward-Looking
Statements................................................ 1
Incorporation of Certain Documents by Reference............. 2
Prospectus Summary.......................................... 4
Summary of the Exchange Offer............................... 6
Risk Factors................................................ 10
Use of Proceeds............................................. 13
Ratio of Earnings to Fixed Charges.......................... 13
Selected Consolidated Financial Data........................ 14
The Exchange Offer.......................................... 15
Description of the Notes.................................... 24
Plan of Distribution........................................ 31
Material United States Federal Income Tax Consequences...... 31
Legal Matters............................................... 32
Experts..................................................... 32
Where You Can Find More Information......................... 32
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Forward-looking statements in this prospectus about Cendant are subject to
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements were based on
various factors and were derived utilizing numerous important assumptions and
other important factors that could cause actual results to differ materially
from those in the forward-looking statements. Forward-looking statements include
the information concerning our future financial performance, business strategy,
projected plans and objectives.
Statements preceded by, followed by or that otherwise include the words
"believes", "expects", "anticipates", "intends", "project", "estimates",
"plans", "may increase", "may fluctuate" and similar expressions or future or
conditional verbs such as "will", "should", "would", "may" and "could" are
generally forward-looking in nature and not historical acts. You should
understand that the following important factors and assumptions could affect our
future results and could cause actual results to differ materially from those
expressed in such forward-looking statements:
- the impacts of the September 11, 2001 terrorist attacks on New York City
and Washington D.C. on the travel industry in general, and our travel
businesses in particular, are not known at this time, but are expected to
include negative impacts on financial results due to reduced demand for
travel in the near term; other attacks, acts of war or measures taken by
governments in response thereto may negatively affect the travel industry,
our financial results and could also result in a disruption of our
business;
- the impact of the anthrax attacks through the United States mail system on
the marketing programs of our FISI Madison/BCI subsidiaries and on
Trilegiant are not known at this time, but may have negative impacts on
the financial results of such businesses if consumers become reluctant to
open and respond to such programs;
- the effect of economic conditions and interest rate changes on the economy
on a national, regional or international basis and the impact thereof on
our businesses;
- the effects of a decline in travel, due to political instability, adverse
economic conditions or otherwise, on our travel related business;
- the effects of changes in current interest rates, particularly on our real
estate franchise and mortgage businesses;
- the resolution or outcome of our unresolved pending litigation relating to
the previously announced accounting irregularities and other related
litigation;
- our ability to develop and implement operational, technological and
financial systems to manage growing operations and to achieve enhanced
earnings or effect cost savings;
- competition in our existing and potential future lines of business and the
financial resources of, and products available to, competitors;
- failure to reduce quickly our substantial technology costs in response to
a reduction in revenue, particularly in our computer reservations and
global distribution systems businesses;
- our failure to provide fully integrated disaster recovery technology
solutions in the event of a disaster;
- our ability to integrate and operate successfully acquired and merged
businesses and risks associated with such businesses, including the
acquisitions of Avis Group Holdings, Inc., Fairfield Resorts, Inc.,
Galileo International, Inc. and Cheap Tickets, Inc., the compatibility of
the
1
operating systems of the combining companies, and the degree to which our
existing administrative and back-office functions and costs and those of
the acquired companies are complementary or redundant;
- our ability to obtain financing on acceptable terms to finance our growth
strategy and to operate within the limitations imposed by financing
arrangements and rating agencies;
- competitive and pricing pressures in the vacation ownership and travel
industries, including the car rental industry;
- changes in the vehicle manufacturer repurchase arrangements in our Avis
car rental business in the event that used vehicle values decrease; and
- changes in laws and regulations, including changes in accounting standards
and privacy policy regulation.
Other factors and assumptions not identified above were also involved in the
derivation of these forward-looking statements, 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. Most of these factors are
difficult to predict accurately and are generally beyond our control.
You should consider the areas of risk described above in connection with any
forward-looking statements that may be made by us and our businesses generally.
Except for our ongoing obligations to disclose material information under the
federal securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law. You are advised,
however, to consult any additional disclosures we make in our Quarterly Reports
on Form 10-Q, Annual Report on Form 10-K and Current Reports on Form 8-K to the
Securities and Exchange Commission (the "SEC"). See "Where You Can Find More
Information." Also note that we provide a cautionary discussion of risks and
uncertainties under "Risk Factors" on page 10 of this prospectus. These are
factors that we think could cause our actual results to differ materially from
expected results. Other factors besides those listed here could also adversely
affect us. This discussion is provided as permitted by the Private Securities
Litigation Reform Act of 1995.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are "incorporating by reference" the information we file with the SEC
into this prospectus, which means that we are disclosing important business and
financial information to you by referring you to another document filed
separately with the SEC. Certain information that Cendant files after the date
of this prospectus with the SEC will automatically update and supersede this
information. Cendant incorporates by reference into this prospectus the
documents listed below and any future filings made with the SEC under sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), until the completion of the offering of the exchange
notes.
- Annual Report on Form 10-K/A for the year ended December 31, 2000, filed
on July 3, 2001;
- Quarterly Report on Form 10-Q for the quarter ended September 30, 2001,
filed on November 14, 2001;
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed
on August 14, 2001;
- Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2001,
filed on July 3, 2001;
- Current Reports on Form 8-K dated January 9, 2001, January 18, 2001,
February 7, 2001 (filed on February 8, 2001), February 8, 2001,
February 20, 2001, March 1, 2001 (filed on March 9, 2001), March 12, 2001,
April 2, 2001 (filed on April 3, 2001), April 18, 2001 (filed on
April 19, 2001), April 18, 2001 (filed on April 19, 2001), May 2, 2001,
May 4, 2001, May 10, 2001 (filed on
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May 11, 2001), May 24, 2001 (filed on May 25, 2001), June 13, 2001 (filed
on June 15, 2001), June 15, 2001 (filed on June 18, 2001), July 2, 2001
(filed on July 3, 2001), July 10, 2001, July 18, 2001 (filed on July 19,
2001), July 19, 2001, July 23, 2001, July 30, 2001 (filed on July 31,
2001), July 31, 2001 (filed on August 1, 2001), August 1, 2001 (filed on
August 2, 2001), August 16, 2001, August 24, 2001 (filed on August 27,
2001), August 30, 2001, October 1, 2001 (filed on October 2, 2001),
October 15, 2001, October 17, 2001 (filed on October 18, 2001) and
October 23, 2001;
- Current Reports on Form 8-K/A dated January 19, 2001, March 21, 2001 and
July 23, 2001 (filed on July 24, 2001); and
- The description of Cendant's CD common stock contained in the Proxy
Statement dated February 10, 2000, filed on February 11, 2000.
All documents filed by Cendant with the SEC from the date of this prospectus
to the completion of the offering of the exchange notes under this prospectus
shall also be deemed to be incorporated herein by reference.
Any statement contained in a document incorporated or considered to be
incorporated by reference in this prospectus shall be considered to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document that is or is
considered to be incorporated by reference modifies or supersedes such
statement. Any statement that is modified or superseded shall not, except as so
modified or superseded, constitute a part of this prospectus.
You may request a copy of any of the documents which are incorporated by
reference in this prospectus, other than exhibits which are not specifically
incorporated by reference into such documents and our Certificate of
Incorporation and By-laws, at no cost, by writing or telephoning Cendant at the
following:
Investor Relations
Cendant Corporation
9 West 57th Street
New York, NY 10019
Telephone: (212) 413-1800
IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THIS INFORMATION NO
LATER THAN 5 BUSINESS DAYS BEFORE YOU MAKE YOUR INVESTMENT DECISION.
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PROSPECTUS SUMMARY
The following summary highlights selected information from this prospectus
and may not contain all of the information that is important to you. This
prospectus includes specific terms of the exchange notes we are offering, as
well as information regarding our business. We encourage you to read this
prospectus in its entirety. You should pay special attention to the "Risk
Factors" section beginning on page 10 of this prospectus. All references to
"we," "us," "our," or "Cendant" in this prospectus are to Cendant Corporation.
CENDANT
We are one of the foremost providers of travel and real estate services in
the world. We currently operate in five business segments: Real Estate Services,
Hospitality, Vehicle Services, Travel Distribution and Financial Services. Our
businesses provide a wide range of consumer and business services which are
intended to complement one another and create cross-marketing opportunities both
within each segment and between segments.
- Our Real Estate Services segment franchises real estate brokerage
businesses, provides home buyers with mortgages and assists in employee
relocations.
- Our Hospitality segment franchises hotel businesses and facilitates the
sale and exchange of vacation ownership interests.
- Our Vehicle Services segment operates and franchises car rental
businesses, provides fleet management services to corporate clients and
government agencies and operates parking facilities in the United Kingdom.
- Our Travel Distribution segment, created through the acquisitions of
Galileo International, Inc. and Cheap Tickets, Inc. in October 2001,
provides travel agencies, internet travel sites, corporations and
consumers with the ability to electronically access schedule and fare
information, book reservations and issue tickets for more than 500
airlines utilizing our computerized reservation system and provides
corporations and consumers with travel agency services.
- Our Financial Services segment provides marketing strategies primarily to
financial institutions by offering an array of financial and
insurance-based products to consumers, franchises tax preparation service
businesses and provides consumers with access to a variety of discounted
products and services.
As a franchisor of hotels, residential and commercial real estate brokerage
offices, car rental operations and tax preparation services, we license the
owners and operators of independent businesses the right to use our brand names.
We do not own or operate hotels, real estate brokerage offices or tax
preparation offices. Instead, we provide our franchisees with services designed
to increase their revenue and profitability.
Our principal executive officers are located at 9 West 57th Street, New
York, New York 10019. Our telephone number is (212) 413-1800. Our web site is
www.cendant.com. The information contained on our web site is not incorporated
by reference in this prospectus.
***
We continually explore and conduct discussions with regard to acquisitions
and other strategic corporate transactions in our industries and in other
franchise, franchisable or service businesses in
4
addition to transactions previously announced. As part of our regular on-going
evaluation of acquisition opportunities, we currently are engaged in a number of
separate, unrelated preliminary discussions concerning possible acquisitions.
The purchase price for the possible acquisitions may be paid in cash, through
the issuance of CD common stock or other of our securities, borrowings, or a
combination thereof. Prior to consummating any such possible acquisition, we
will need to, among other things, initiate and complete satisfactorily our due
diligence investigations; negotiate the financial and other terms (including
price) and conditions of such acquisitions; obtain appropriate board of
directors, regulatory and shareholder or other necessary consents and approvals;
and, if necessary, secure financing. No assurance can be given with respect to
the timing, likelihood or business effect of any possible transaction. In the
past, we have been involved in both relatively small acquisitions and
acquisitions which have been significant.
In addition, we continually review and evaluate our portfolio of existing
businesses to determine if they continue to meet our business objectives. As
part of our ongoing evaluation of such businesses, we intend from time to time
to explore and conduct discussions with regard to joint ventures, divestitures
and related corporate transactions. However, we can give no assurance with
respect to the magnitude, timing, likelihood or financial or business effect of
any possible transaction. We also cannot predict whether any divestitures or
other transactions will be consummated or, if consummated, will result in a
financial or other benefit to us. We intend to use a portion of the proceeds
from any such dispositions and cash from operations to retire indebtedness, make
acquisitions and for other general corporate purposes.
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SUMMARY OF THE EXCHANGE OFFER
On August 13, 2001, we completed the private offering of $850,000,000
aggregate principal amount of 6 7/8 % Notes due 2006. As part of that offering,
we entered into a registration rights agreement with the initial purchasers of
these original notes in which we agreed, among other things, to deliver this
prospectus to you and to complete an exchange offer for the original notes.
Below is a summary of the exchange offer.
Securities Offered........................ Up to $850,000,000 aggregate principal amount of new
6 7/8 % Notes due 2006, which have been registered under
the Securities Act. The form and terms of these exchange
notes are identical in all material respects to those of
the original notes. The exchange notes, however, will
not contain transfer restrictions and registration
rights applicable to the original notes.
The Exchange Offer........................ We are offering to exchange new $1,000 principal amount
of our 6 7/8 % Notes due 2006, which have been
registered under the Securities Act, for $1,000
principal amount of our outstanding 6 7/8 % Notes due
2006.
In order to be exchanged, an original note must be
properly tendered and accepted. All original notes that
are validly tendered and not withdrawn will be
exchanged. As of the date of this prospectus, there are
$850,000,000 aggregate principal amount of original
notes outstanding. We will issue exchange notes promptly
after the expiration of the exchange offer.
Resales................................... Based on interpretations by the staff of the SEC, as
detailed in a series of no-action letters issued to
third parties, we believe that the exchange notes issued
in the exchange offer may be offered for resale, resold
or otherwise transferred by you without compliance with
the registration and prospectus delivery requirements of
the Securities Act as long as:
- you are acquiring the exchange notes in the ordinary
course of your business;
- you are not participating, do not intend to
participate and have no arrangement or understanding
with any person to participate, in a distribution of
the exchange notes; and
- you are not an affiliate of ours.
If you are an affiliate of ours, are engaged in or
intend to engage in or have any arrangement or
understanding with any person to participate in the
distribution of the exchange notes:
(1) you cannot rely on the applicable interpretations of
the staff of the SEC; and
(2) you must comply with the registration requirements
of the Securities Act in connection with any resale
transaction.
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Each broker or dealer that receives exchange notes for
its own account in exchange for original notes that were
acquired as a result of market-making or other trading
activities must acknowledge that it will comply with the
registration and prospectus delivery requirements of the
Securities Act in connection with any offer to resell,
resale, or other transfer of the exchange notes issued
in the exchange offer, including the delivery of a
prospectus that contains information with respect to any
selling holder required by the Securities Act in
connection with any resale of the exchange notes.
Furthermore, any broker-dealer that acquired any of its
original notes directly from us:
- may not rely on the applicable interpretation of the
staff of the SEC's position contained in Exxon Capital
Holdings Corp., SEC no-action letter (April 13, 1988),
Morgan, Stanley & Co. Inc., SEC no-action letter (June
5, 1991) and Shearman & Sterling, SEC no-action letter
(July 2, 1983); and
- must also be named as a selling noteholder in
connection with the registration and prospectus
delivery requirements of the Securities Act relating
to any resale transaction.
Expiration Date........................... 5:00 p.m., New York City time, on December 27, 2001
unless we extend the expiration date.
Accrued Interest on the Exchange Notes and
Original Notes.......................... The exchange notes will bear interest from the most
recent date to which interest has been paid on the
original notes. If your original notes are accepted for
exchange, then you will receive interest on the exchange
notes and not on the original notes.
Conditions to the Exchange Offer.......... The exchange offer is subject to customary conditions.
We may assert or waive these conditions in our sole
discretion. If we materially change the terms of the
exchange offer, we will resolicit tenders of the
original notes. See "The Exchange Offer--Conditions to
the Exchange Offer" for more information regarding
conditions to the exchange offer.
Procedures for Tendering Original Notes... Except as described in the section titled "The Exchange
Offer--Guaranteed Delivery Procedures," a tendering
holder must, on or prior to the expiration date:
- transmit a properly completed and duly executed letter
of transmittal, including all other documents required
by the letter of transmittal, to The Bank of Nova
Scotia Trust Company of New York at the address listed
in this prospectus; or
7
- if original notes are tendered in accordance with the
book-entry procedures described in this prospectus,
the tendering holder must transmit an agent's message
to the exchange agent at the address listed in this
prospectus.
See "The Exchange Offer--Procedures for Tendering."
Special Procedures for Beneficial
Holders................................. If you are the beneficial holder of original notes that
are registered in the name of your broker, dealer,
commercial bank, trust company or other nominee, and you
wish to tender in the exchange offer, you should
promptly contact the person in whose name your original
notes are registered and instruct that person to tender
on your behalf. See "The Exchange Offer--Procedures for
Tendering."
Guaranteed Delivery Procedures............ If you wish to tender your original notes and you cannot
deliver your original notes, the letter of transmittal
or any other required documents to the exchange agent
before the expiration date, you may tender your original
notes by following the guaranteed delivery procedures
under the heading "The Exchange Offer--Guaranteed
Delivery Procedures."
Withdrawal Rights......................... Tenders may be withdrawn at any time before 5:00 p.m.,
New York City time, on the expiration date.
Acceptance of Original Notes and Delivery
of Exchange Notes....................... Subject to the conditions stated in the section "The
Exchange Offer--Conditions to the Exchange Offer" of
this prospectus, we will accept for exchange any and all
original notes which are properly tendered in the
exchange offer before 5:00 p.m., New York City time, on
the expiration date. The exchange notes will be
delivered promptly after the expiration date. See "The
Exchange Offer--Terms of the Exchange Offer."
Material U.S. Federal Income Tax Your exchange of original notes for exchange notes to be
Consequences............................ issued in the exchange offer will not be a taxable event
for United States federal income tax purposes. See
"Material United States Federal Income Tax
Consequences."
Exchange Agent............................ The Bank of Nova Scotia Trust Company of New York is
serving as exchange agent in connection with the
exchange offer. The address and telephone number of the
exchange agent are listed under the heading "The
Exchange Offer--Exchange Agent."
Use of Proceeds........................... We will not receive any proceeds from the issuance of
exchange notes in the exchange offer. We will pay all
expenses incident to the exchange offer. See "Use of
Proceeds."
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SUMMARY OF TERMS OF THE NOTES
The form and terms of the exchange notes and the original notes are
identical in all material respects, except that the transfer restrictions and
registration rights applicable to the original notes do not apply to the
exchange notes. The exchange notes will evidence the same debt as the original
notes and will be governed by the same indenture.
Exchange Notes Offered.................... $850,000,000 aggregate principal amount of 6 7/8% Notes
due 2006.
Maturity.................................. August 15, 2006.
Interest Rate............................. Interest accrues on the principal amount of the exchange
notes at 6 7/8% per year. The interest rate on the
exchange notes will be subject to adjustment based on
the rating of the notes. See "Description of the
Notes--Interest Rate Adjustment."
Interest Payment Dates.................... Interest is payable on the notes on February 15 and
August 15 of each year. The first payment will be made
on February 15, 2002.
Ranking................................... The exchange notes will be senior unsecured obligations
and will rank equally in right of payment with all of
our other unsecured senior indebtedness. The exchange
notes will be subordinate to all liabilities of our
subsidiaries, including trade payables. In addition, our
subsidiaries' abilities to pay dividends or make loans
to us may be prohibited or otherwise restricted by their
respective credit agreements with third parties. See
"Description of the Notes--Ranking."
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RISK FACTORS
IN ADDITION TO THE INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS, THE
FOLLOWING RISK FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE EXCHANGE
OFFER AND AN INVESTMENT IN THE EXCHANGE NOTES. THE FOLLOWING RISK FACTORS, OTHER
THAN "YOU MAY HAVE DIFFICULTY SELLING THE ORIGINAL NOTES THAT YOU DO NOT
EXCHANGE," GENERALLY APPLY TO THE ORIGINAL NOTES AS WELL AS THE EXCHANGE NOTES.
WE HAVE HAD ACCOUNTING IRREGULARITIES AND RELATED LITIGATION AND GOVERNMENTAL
INVESTIGATIONS.
Cendant was created in December 1997, through the merger of HFS Incorporated
into CUC International, Inc. with CUC surviving and changing its name to Cendant
Corporation. On April 15, 1998, Cendant announced that in the course of
transferring responsibility for Cendant's accounting functions from Cendant
personnel associated with CUC prior to the merger to Cendant personnel
associated with HFS before the merger and preparing for the report of first
quarter 1998 financial results, Cendant discovered accounting irregularities in
some of the CUC business units. As a result, Cendant, together with its counsel
and assisted by auditors, immediately began an intensive investigation. As a
result of the findings of the investigations, Cendant restated its previously
reported financial results for 1997, 1996 and 1995 and the six months ended
June 30, 1998.
Following the April 15, 1998 announcement of the discovery of accounting
irregularities in the former business units of CUC, approximately 70 lawsuits
claiming to be class actions, three lawsuits claiming to be brought derivatively
on Cendant's behalf and several individual lawsuits and arbitration proceedings
were commenced in various courts and other forums against Cendant and other
defendants by or on behalf of persons claiming to be stockholders of Cendant and
persons claiming to have purchased or otherwise acquired securities or options
issued by CUC or Cendant between May 1995 and August 1998.
The SEC and the United States Attorney for the District of New Jersey have
conducted investigations relating to the matters referenced above. As a result
of the findings from our internal investigations, we made all adjustments
considered necessary by Cendant, which are reflected in its previously filed
restated financial statements for the years ended December 31, 1997, 1996 and
1995 and for the six months ended June 30, 1998. On June 14, 2000, pursuant to
an offer of settlement made by Cendant, the SEC issued an Order Instituting
Public Administrative Proceedings Pursuant to Section 21C of the Securities
Exchange Act of 1934, Making Findings and Imposing a Cease and Desist Order. In
such Order, the SEC found that we had violated certain financial reporting
provisions of the Exchange Act and ordered us to cease and desist from
committing any future violations of such provisions. No financial penalties were
imposed against us.
On December 7, 1999, we announced that we had reached a preliminary
agreement to settle the principal securities class action pending against
Cendant in the U.S. District Court in Newark, New Jersey, brought on behalf of
purchasers of all Cendant and CUC publicly traded securities, other than PRIDES,
between May 1995 and August 1998. A portion of the PRIDES litigation had
previously been settled through the issuance of rights. Under the settlement
agreement, we would pay the class members approximately $2.85 billion in cash
and 50% of any recovery we may obtain in connection with claims we have asserted
against CUC's former public auditor. The definitive settlement document was
approved by the U.S. District Court by order dated August 14, 2000. Certain
parties in the class action appealed various aspects of the District Court's
orders approving the settlement. In August 2001, the U.S. Court of Appeals for
the Third Circuit affirmed the judgment of the District Court approving the
settlement (but remanded the case back to the District Court for further
proceedings concerning an award of fees to the class attorneys, a matter in
which we have no interest). The settlement agreement required us to post
collateral in the form of credit facilities and/or surety bonds by November 13,
2000, which we have done.
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The settlement does not encompass all litigations asserting claims against
us associated with the accounting irregularities. We do not believe that it is
feasible to predict or determine the final outcome or resolution of these
unresolved proceedings. An adverse outcome from such unresolved proceedings
could be material with respect to earnings in any given reporting period.
However, we do not believe that the impact of such unresolved proceedings should
result in a material liability to us in relation to our financial position or
liquidity.
OUR HOLDING COMPANY STRUCTURE RESULTS IN STRUCTURAL SUBORDINATION AND MAY AFFECT
OUR ABILITY TO MAKE PAYMENTS ON THE NOTES.
The notes are obligations exclusively of Cendant. We are a holding company
and, accordingly, substantially all of our operations are conducted through our
subsidiaries. As a result, our cash flow and our ability to service our debt,
including the notes, depends upon the earnings of our subsidiaries. In addition,
we depend on the distribution of earnings, loans or other payments by our
subsidiaries to us.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries
have no obligation to pay any amounts due on the notes or to provide us with
funds for our payment obligations, whether by dividends, distributions, loans or
other payments. In addition, any payment of dividends, distributions, loans or
advances by our subsidiaries to us could be subject to statutory or contractual
restrictions. Payments to us by our subsidiaries will also be contingent upon
our subsidiaries' earnings and business considerations.
Our right to receive any assets of any of our subsidiaries upon their
liquidation or reorganization, and therefore the right of the holders of the
notes to participate in those assets, will be effectively subordinated to the
claims of that subsidiary's creditors, including trade creditors. In addition,
even if we were a creditor of any of our subsidiaries, our rights as a creditor
would be subordinate to any security interest in the assets of our subsidiaries
and any indebtedness of our subsidiaries senior to that held by us.
At September 30, 2001, our subsidiaries had $10.3 billion of indebtedness
(including debt under management and mortgage programs) and $375 million of
mandatorily redeemable preferred securities outstanding, in addition to other
liabilities, to which the notes would have been structurally subordinated.
YOU MAY HAVE DIFFICULTY SELLING THE ORIGINAL NOTES THAT YOU DO NOT EXCHANGE.
If you do not exchange your original notes for exchange notes in the
exchange offer, you will continue to be subject to the restrictions on transfer
of your original notes described in the legend on your original notes. The
restrictions on transfer of your original notes arise because we issued the
original notes under exemptions from, or in transactions not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. In general, you may only offer or sell the original notes if they are
registered under the Securities Act and applicable state securities laws, or
offered and sold under an exemption from these requirements. We do not intend to
register the original notes under the Securities Act. To the extent original
notes are tendered and accepted in the exchange offer, the trading market, if
any, for the original notes would be adversely affected. See "The Exchange
Offer--Consequences of Exchanging or Failing to Exchange Original Notes."
YOU MAY FIND IT DIFFICULT TO SELL YOUR EXCHANGE NOTES BECAUSE THERE IS NO
EXISTING TRADING MARKET FOR THE EXCHANGE NOTES.
You may find it difficult to sell your exchange notes because an active
trading market for the exchange notes may not develop. The exchange notes are
being offered to the holders of the original notes. The original notes were
issued on August 13, 2001 primarily to a small number of institutional
11
investors. After the exchange offer, the trading market for the remaining
untendered original notes could be adversely affected.
There is no existing trading market for the exchange notes. We do not intend
to apply for listing or quotation of the exchange notes on any exchange, and so
we do not know the extent to which investor interest will lead to the
development of a trading market or how liquid that market might be. Although
J.P. Morgan Securities Inc., Banc of America Securities LLC, Barclays
Capital Inc., Credit Lyonnais Securities (USA) Inc., The Royal Bank of Scotland
plc, Scotia Capital (USA) Inc., The Williams Capital Group, L.P. and
Tokyo-Mitsubishi International plc, the initial purchasers of the original
notes, have informed us that they intend to make a market in the exchange notes,
they are not obligated to do so, and any market-making may be discontinued at
any time without notice. As a result, the market price of the exchange notes, as
well as your ability to sell the exchange notes, could be adversely affected.
BROKER-DEALERS OR NOTEHOLDERS MAY BECOME SUBJECT TO THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.
Any broker-dealer that:
- exchanges its original notes in the exchange offer for the purpose of
participating in a distribution of the exchange notes, or
- resells exchange notes that were received by it for its own account in the
exchange offer, may be deemed to have received restricted securities and
may be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale
transaction by that broker-dealer. Any profit on the resale of the
exchange notes and any commission or concessions received by a
broker-dealer may be deemed to be underwriting compensation under the
Securities Act.
In addition to broker-dealers, any noteholder that exchanges its original
certificates in the exchange offer for the purpose of participating in a
distribution of the exchange notes may be deemed to have received restricted
securities and may be required to comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any resale
transaction by that noteholder.
12
USE OF PROCEEDS
We will not receive any proceeds from the exchange offer. In consideration
for issuing the exchange notes, we will receive in exchange the original notes
of like principal amount, the terms of which are identical in all material
respects to the exchange notes. The original notes surrendered in exchange for
exchange notes will be retired and canceled and cannot be reissued. Accordingly,
issuance of the exchange notes will not result in any increase in our
indebtedness. We have agreed to bear the expenses of the exchange offer. No
underwriter is being used in connection with the exchange offer.
On August 13, 2001, we issued and sold the original notes. We are using the
net proceeds of that offering, which were approximately $843 million, for
general corporate purposes, which may include acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The table below sets forth the ratio of earnings to fixed charges of Cendant
and its consolidated subsidiaries on a historical basis for each of the periods
indicated:
NINE MONTHS ENDED SEPTEMBER 30, 2001 FISCAL YEAR ENDED DECEMBER 31,
----------------------------------------------------------------- ----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
2.71x 2.67x * 1.33x 1.50x 2.64x
------------------------
* Earnings were inadequate to cover fixed charges for the year ended
December 31, 1999 (deficiency of $688 million) as a result of unusual
charges of $3,032 million, partially offset by $1,109 million related to net
gains on dispositions of businesses. Excluding such charges and net gain,
the ratio of earnings to fixed charges was 2.98x.
The ratio of earnings to fixed charges is computed by dividing (i) income
(loss) before income taxes, minority interest and equity in Homestore.com, plus
fixed charges, less equity income (loss) in unconsolidated affiliates and
minority interest by (ii) 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.)
13
SELECTED CONSOLIDATED FINANCIAL DATA
The selected historical consolidated statement of operations data for the
three years ended December 31, 2000 and the balance sheet data as of
December 31, 2000 and 1999 are derived from our audited consolidated financial
statements and accompanying notes filed on Form 10-K/A with the SEC on July 3,
2001, which were restated to reflect our individual membership business as part
of continuing operations. The selected historical consolidated statement of
operations data for the years ended December 31, 1997 and 1996 and the balance
sheet data as of December 31, 1998, 1997 and 1996 are derived from our unaudited
consolidated financial data included in Form 10-K/A filed with the SEC on
July 3, 2001. The selected historical consolidated financial data as of and for
the nine months ended September 30, 2001 are derived from our unaudited
consolidated condensed financial statements filed on Form 10-Q with the SEC on
November 14, 2001. The pro forma results of operations data for the year ended
December 31, 2000 and the nine months ended September 30, 2001 and the pro forma
balance sheet data as of September 30, 2001 are derived from our unaudited pro
forma financial data filed with the SEC as Exhibit 99 to Form 10-Q on
November 14, 2001, which gives effect to the acquisitions of Galileo and Avis.
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
-------------------- ----------------------------------------------------------------
PRO FORMA PRO FORMA
2001 2001 2000 2000 1999 1998 1997 1996
--------- -------- --------- -------- -------- -------- -------- --------
(IN MILLIONS)
RESULTS OF OPERATIONS
Net revenues....................... $ 8,277 $ 6,370 $10,166 $ 4,659 $ 6,076 $ 6,585 $ 5,429 $ 4,370
Income (loss) from continuing
operations....................... $ 943 $ 730 $ 1,059 $ 660 $ (229) $ 160 $ 66 $ 314
======= =======
Income (loss) from discontinued
operations, net of tax(1)........ -- -- 174 380 (26) 16
Extraordinary gain (loss), net of
tax.............................. -- (2) -- -- 26 --
Cumulative effect of accounting
change, net of tax............... (38) (56) -- -- (283) --
------- ------- ------- ------- ------- -------
Net income (loss).................. $ 692 $ 602 $ (55) $ 540 $ (217) $ 330
======= ======= ======= ======= ======= =======
FINANCIAL POSITION
Total assets....................... $33,078 $30,895 $15,072 $15,149 $20,217 $14,073 $12,763
Long-term debt, excluding Upper
DECS............................. 5,540 5,521 1,948 2,445 3,363 1,246 780
Upper DECS......................... 863 863 -- -- -- -- --
Assets under management and
mortgage programs................ 11,560 11,560 2,861 2,726 7,512 6,444 5,279
Debt under management and mortgage
programs......................... 9,741 9,741 2,040 2,314 6,897 5,603 5,090
Mandatorily redeemable preferred
interest in a subsidiary......... 375 375 375 -- -- -- --
Mandatorily redeemable preferred
securities issued by subsidiary
holding solely senior debentures
issued by the Company............ -- -- 1,683 1,478 1,472 -- --
Stockholders' equity............... 7,419 5,905 2,774 2,206 4,836 3,921 3,956
--------------------------
(1) Income (loss) from discontinued operations, net of tax includes the
after tax results of discontinued operations and the gain on disposal of
discontinued operations.
14
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
When we sold the original notes in August 2001, we entered into a
registration rights agreement with the initial purchasers of those original
notes. Under the registration rights agreement, we agreed to file a registration
statement regarding the exchange of the original notes for notes which are
registered under the Securities Act. We also agreed to use our reasonable best
efforts to cause the registration statement to become effective with the SEC and
to conduct this exchange offer after the registration statement is declared
effective. The registration rights agreement provides that we will be required
to pay additional cash interest to the holders of the original notes if:
- the registration statement is not filed by December 11, 2001;
- the registration statement is not declared effective by February 9, 2002;
or
- the exchange offer has not been consummated by March 11, 2002.
A copy of the registration rights agreement is filed as an exhibit to the
registration statement of which this prospectus is a part.
TERMS OF THE EXCHANGE OFFER
Upon the terms and conditions described in this prospectus and in the
accompanying letter of transmittal, which together constitute the exchange
offer, we will accept for exchange original notes that are properly tendered on
or before the expiration date and not withdrawn as permitted below. As used in
this prospectus, the term "expiration date" means 5:00 p.m., New York City time,
on December 27, 2001. However, if we, in our sole discretion, have extended the
period of time for which the exchange offer is open, the term "expiration date"
means the latest time and date to which we extend the exchange offer.
As of the date of this prospectus, $850,000,000 aggregate principal amount
of the original notes is outstanding. This prospectus, together with the letter
of transmittal, is first being sent on or about November 27, 2001 to all holders
of original notes known to us. Our obligation to accept original notes for
exchange in the exchange offer is subject to the conditions described below
under "Conditions to the Exchange Offer."
We reserve the right to extend the period of time during which the exchange
offer is open. We would then delay acceptance for exchange of any original notes
by giving oral or written notice of an extension to the holders of original
notes as described below. During any extension period, all original notes
previously tendered will remain subject to the exchange offer and may be
accepted for exchange by us. Any original notes not accepted for exchange will
be returned to the tendering holder after the expiration or termination of the
exchange offer.
Original notes tendered in the exchange offer must be in denominations of
principal amount of $1,000 and any integral multiple of $1,000.
We reserve the right to amend or terminate the exchange offer, and not to
accept for exchange any original notes not previously accepted for exchange,
upon the occurrence of any of the conditions of the exchange offer specified
below under "Conditions to the Exchange Offer." We will give oral or written
notice of any extension, amendment, non-acceptance or termination to the holders
of the original notes as promptly as practicable. If we materially change the
terms of the exchange offer, we will resolicit tenders of the original notes,
file a post-effective amendment to the prospectus and provide notice to the
noteholders. If the change is made less than five business days before the
expiration of the exchange offer, we will extend the offer so that the
noteholders have at least five
15
business days to tender or withdraw. We will notify you of any extension by
means of a press release or other public announcement no later than 9:00 a.m.,
New York City time on that date.
Our acceptance of the tender of original notes by a tendering holder will
form a binding agreement upon the terms and subject to the conditions provided
in this prospectus and in the accompanying letter of transmittal.
PROCEDURES FOR TENDERING
Except as described below, a tendering holder must, on or prior to the
expiration date:
- transmit a properly completed and duly executed letter of transmittal,
including all other documents required by the letter of transmittal, to
The Bank of Nova Scotia Trust Company of New York at the address listed
below under the heading "--Exchange Agent;" or
- if original notes are tendered in accordance with the book-entry
procedures listed below, the tendering holder must transmit an agent's
message to the exchange agent at the address listed below under the
heading "--Exchange Agent."
In addition:
- the exchange agent must receive, on or before the expiration date,
certificates for the original notes; or
- a timely confirmation of book-entry transfer of the original notes into
the exchange agent's account at the Depository Trust Company, the
book-entry transfer facility, along with the letter of transmittal or an
agent's message; or
- the holder must comply with the guaranteed delivery procedures described
below.
The Depository Trust Company will be referred to as DTC in this prospectus.
The term "agent's message" means a message, transmitted to DTC and received
by the exchange agent and forming a part of a book-entry transfer, that states
that DTC has received an express acknowledgment that the tendering holder agrees
to be bound by the letter of transmittal and that we may enforce the letter of
transmittal against this holder.
The method of delivery of original notes, letters of transmittal and all
other required documents is at your election and risk. If the delivery is by
mail, we recommend that you use registered mail, properly insured, with return
receipt requested. In all cases, you should allow sufficient time to assure
timely delivery. You should not send letters of transmittal or original notes to
us.
If you are a beneficial owner whose original notes are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee, and
wish to tender, you should promptly instruct the registered holder to tender on
your behalf. Any registered holder that is a participant in DTC's book-entry
transfer facility system may make book-entry delivery of the original notes by
causing DTC to transfer the original notes into the exchange agent's account.
Signatures on a letter of transmittal or a notice of withdrawal must be
guaranteed unless the original notes surrendered for exchange are tendered:
- by a registered holder of the original notes who has not completed the box
entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on the letter of transmittal, or
- for the account of an "eligible institution."
If signatures on a letter of transmittal or a notice of withdrawal are
required to be guaranteed, the guarantees must be by an "eligible institution."
An "eligible institution" is a financial institution, including most banks,
savings and loan associations and brokerage houses, that is a participant in the
16
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program.
We will determine in our sole discretion all questions as to the validity,
form and eligibility of original notes tendered for exchange. This discretion
extends to the determination of all questions concerning the timing of receipts
and acceptance of tenders. These determinations will be final and binding.
We reserve the right to reject any particular original note not properly
tendered or any which acceptance might, in our judgment or our counsel's
judgment, be unlawful. We also reserve the right to waive any defects or
irregularities or conditions of the exchange offer as to any particular original
note either before or after the expiration date, including the right to waive
the ineligibility of any tendering holder. Our interpretation of the terms and
conditions of the exchange offer as to any particular original note either
before or after the expiration date, including the letter of transmittal and the
instructions to the letter of transmittal, shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of original notes must be cured within a reasonable period of time. Neither we,
the exchange agent nor any other person will be under any duty to give
notification of any defect or irregularity in any tender of original notes. Nor
will we, the exchange agent or any other person incur any liability for failing
to give notification of any defect or irregularity.
If the letter of transmittal is signed by a person other than the registered
holder of original notes, the letter of transmittal must be accompanied by a
written instrument of transfer or exchange in satisfactory form duly executed by
the registered holder with the signature guaranteed by an eligible institution.
The original notes must be endorsed or accompanied by appropriate powers of
attorney. In either case, the original notes must be signed exactly as the name
of any registered holder appears on the original notes.
If the letter of transmittal or any original notes or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, these persons should so indicate when signing. Unless waived by us,
proper evidence satisfactory to us of their authority to so act must be
submitted.
By tendering, each holder will represent to us that, among other things,
- the exchange notes are being acquired in the ordinary course of business
of the person receiving the exchange notes, whether or not that person is
the holder and
- neither the holder nor the other person has any arrangement or
understanding with any person to participate in the distribution of the
exchange notes.
In the case of a holder that is not a broker-dealer, that holder, by
tendering, will also represent to us that the holder is not engaged in and does
not intend to engage in a distribution of the exchange notes.
If any holder or other person is an "affiliate" of ours, as defined under
Rule 405 of the Securities Act, or is engaged in, or intends to engage in, or
has an arrangement or understanding with any person to participate in, a
distribution of the exchange notes, that holder or other person can not rely on
the applicable interpretations of the staff of the SEC and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where the original notes were acquired by it as a
result of market-making activities or other trading activities, must acknowledge
that it will deliver a prospectus that meets the requirements of the Securities
Act in connection with any resale of the exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. See "Plan of Distribution."
17
ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept, promptly after the expiration date, all original notes properly
tendered. We will issue the exchange notes promptly after acceptance of the
original notes. See "--Conditions to the Exchange Offer" below. For purposes of
the exchange offer, we will be deemed to have accepted properly tendered
original notes for exchange when, as and if we have given oral or written notice
to the exchange agent, with prompt written confirmation of any oral notice.
For each original note accepted for exchange, the holder of the original
note will receive an exchange note having a principal amount equal to that of
the surrendered original note. The exchange notes will bear interest from the
most recent date to which interest has been paid on the original notes.
Accordingly, registered holders of exchange notes on the relevant record date
for the first interest payment date following the completion of the exchange
offer will receive interest accruing from the most recent date to which interest
has been paid. Original notes accepted for exchange will cease to accrue
interest from and after the date of completion of the exchange offer. Holders of
original notes whose original notes are accepted for exchange will not receive
any payment for accrued interest on the original notes otherwise payable on any
interest payment date the record date for which occurs on or after completion of
the exchange offer and will be deemed to have waived their rights to receive the
accrued interest on the original notes.
In all cases, issuance of exchange notes for original notes will be made
only after timely receipt by the exchange agent of:
- certificates for the original notes, or a timely book-entry confirmation
of the original notes, into the exchange agent's account at the book-entry
transfer facility;
- a properly completed and duly executed letter of transmittal; and
- all other required documents.
Unaccepted or non-exchanged original notes will be returned without expense
to the tendering holder of the original notes. In the case of original notes
tendered by book-entry transfer in accordance with the book-entry procedures
described below, the non-exchanged original notes will be credited to an account
maintained with the book-entry transfer facility, as promptly as practicable
after the expiration or termination of the exchange offer.
BOOK-ENTRY TRANSFER
The exchange agent will make a request to establish an account for the
original notes at DTC for purposes of the exchange offer within two business
days after the date of this prospectus. Any financial institution that is a
participant in DTC's systems must make book-entry delivery of original notes by
causing DTC to transfer those original notes into the exchange agent's account
at DTC in accordance with DTC's procedure for transfer. This participant should
transmit its acceptance to DTC on or prior to the expiration date or comply with
the guaranteed delivery procedures described below. DTC will verify this
acceptance, execute a book-entry transfer of the tendered original notes into
the exchange agent's account at DTC and then send to the exchange agent
confirmation of this book-entry transfer. The confirmation of this book-entry
transfer will include an agent's message confirming that DTC has received an
express acknowledgment from this participant that this participant has received
and agrees to be bound by the letter of transmittal and that we may enforce the
letter of transmittal against this participant. Delivery of exchange notes
issued in the exchange offer may be effected through
18
book-entry transfer at DTC. However, the letter of transmittal or facsimile of
it or an agent's message, with any required signature guarantees and any other
required documents, must:
- be transmitted to and received by the exchange agent at the address listed
below under "--Exchange Agent" on or prior to the expiration date; or
- comply with the guaranteed delivery procedures described below.
GUARANTEED DELIVERY PROCEDURES
If a registered holder of original notes desires to tender the original
notes, and the original notes are not immediately available, or time will not
permit the holder's original notes or other required documents to reach the
exchange agent before the expiration date, or the procedure for book-entry
transfer described above cannot be completed on a timely basis, a tender may
nonetheless be made if:
- the tender is made through an eligible institution;
- prior to the expiration date, the exchange agent received from an eligible
institution a properly completed and duly executed letter of transmittal,
or a facsimile of the letter of transmittal, and notice of guaranteed
delivery, substantially in the form provided by us, by facsimile
transmission, mail or hand delivery,
(1) stating the name and address of the holder of original notes and the
amount of original notes tendered,
(2) stating that the tender is being made; and
(3) guaranteeing that within three New York Stock Exchange trading days
after the expiration date, the certificates for all physically
tendered original notes, in proper form for transfer, or a book-entry
confirmation, as the case may be, and any other documents required by
the letter of transmittal will be deposited by the eligible
institution with the exchange agent; and
- the certificates for all physically tendered original notes, in proper
form for transfer, or a book-entry confirmation, as the case may be, and
all other documents required by the letter of transmittal, are received by
the exchange agent within three New York Stock Exchange trading days after
the expiration date.
WITHDRAWAL RIGHTS
Tenders of original notes may be withdrawn at any time before 5:00 p.m., New
York City time, on the expiration date.
For a withdrawal to be effective, the exchange agent must receive a written
notice of withdrawal at the address or, in the case of eligible institutions, at
the facsimile number, indicated below under "--Exchange Agent" before
5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal
must:
- specify the name of the person, referred to as the depositor, having
tendered the original notes to be withdrawn;
- identify the original notes to be withdrawn, including the certificate
number or numbers and principal amount of the original notes;
- contain a statement that the holder is withdrawing his election to have
the original notes exchanged;
19
- be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the original notes were tendered,
including any required signature guarantees, or be accompanied by
documents of transfer to have the trustee with respect to the original
notes register the transfer of the original notes in the name of the
person withdrawing the tender; and
- specify the name in which the original notes are registered, if different
from that of the depositor.
If certificates for original notes have been delivered or otherwise
identified to the exchange agent, then, prior to the release of these
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and signed notice of withdrawal with
signatures guaranteed by an eligible institution unless this holder is an
eligible institution. If original notes have been tendered in accordance with
the procedure for book-entry transfer described above, any notice of withdrawal
must specify the name and number of the account at the book-entry transfer
facility to be credited with the withdrawn original notes. We will determine all
questions as to the validity, form and eligibility, including time of receipt,
of notices of withdrawal. Any original notes so withdrawn will be deemed not to
have been validly tendered for exchange. No exchange notes will be issued unless
the original notes so withdrawn are validly re-tendered. Any original notes that
have been tendered for exchange, but which are not exchanged for any reason,
will be returned to the tendering holder without cost to the holder. In the case
of original notes tendered by book-entry transfer, the original notes will be
credited to an account maintained with the book-entry transfer facility for the
original notes. Properly withdrawn original notes may be re-tendered by
following the procedures described under "--Procedures for Tendering" above at
any time on or before 5:00 p.m., New York City time, on the expiration date.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provision of the exchange offer, we will not be
required to accept for exchange, or to issue exchange notes in exchange for, any
original notes, and may terminate or amend the exchange offer, if at any time
before the acceptance of the original notes for exchange or the exchange of the
exchange notes for the original notes, any of the following events occurs:
- there is threatened, instituted or pending any action or proceeding
before, or any injunction, order or decree issued by, any court or
governmental agency or other governmental regulatory or administrative
agency or commission:
(1) seeking to restrain or prohibit the making or completion of the
exchange offer or any other transaction contemplated by the exchange
offer, or assessing or seeking any damages as a result of this
transaction,
(2) resulting in a material delay in our ability to accept for exchange
or exchange some or all of the original notes in the exchange offer;
or
(3) any statute, rule, regulation, order or injunction has been sought,
proposed, introduced, enacted, promulgated or deemed applicable to
the exchange offer or any of the transactions contemplated by the
exchange offer by any governmental authority, domestic or foreign; or
- any action has been taken, proposed or threatened, by any governmental
authority, domestic or foreign, that in our sole judgment might directly
or indirectly result in any of the consequences referred to in clauses
(1), (2) or (3) above or, in our sole judgment, might result in the
holders of exchange notes having obligations with respect to resales and
transfers of exchange notes which are greater than those described in the
interpretation of the SEC referred to above, or would otherwise make it
inadvisable to proceed with the exchange offer; or
20
- the following has occurred:
(1) any general suspension of or general limitation on prices for, or
trading in, securities on any national securities exchange or in the
over-the-counter market; or
(2) any limitation by a governmental authority, which may adversely
affect our ability to complete the transactions contemplated by the
exchange offer; or
(3) a declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States or any limitation by any
governmental agency or authority which adversely affects the
extension of credit; or
(4) a commencement of a war, armed hostilities or other similar
international calamity directly or indirectly involving the United
States, or, in the case of any of the preceding events existing at
the time of the commencement of the exchange offer, a material
acceleration or worsening of these calamities; or
- any change, or any development involving a prospective change, has
occurred or been threatened in our business, financial condition,
operations or prospects and those of our subsidiaries taken as a whole
that is or may be adverse to us, or we have become aware of facts that
have or may have an adverse impact on the value of the original notes or
the exchange notes; which in our sole judgment in any case makes it
inadvisable to proceed with the exchange offer and/or with such acceptance
for exchange or with such exchange.
These conditions to the exchange offer are for our sole benefit and we may
assert them regardless of the circumstances giving rise to any of these
conditions, or we may waive them in whole or in part in our sole discretion. If
we do so, the exchange offer will remain open for at least 5 business days
following any waiver of the preceding conditions. Our failure at any time to
exercise any of the foregoing rights will not be deemed a waiver of any right.
In addition, we will not accept for exchange any original notes tendered,
and no exchange notes will be issued in exchange for any original notes, if at
this time any stop order is threatened or in effect relating to the registration
statement of which this prospectus constitutes a part or the qualification of
the indenture under the Trust Indenture Act of 1939.
EXCHANGE AGENT
We have appointed The Bank of Nova Scotia Trust Company of New York as the
exchange agent for the exchange offer. You should direct all executed letters of
transmittal to the exchange agent at the address indicated below. You should
direct questions and requests for assistance, requests for additional copies of
this prospectus or of the letter of transmittal and requests for notices of
guaranteed delivery to the exchange agent addressed as follows:
DELIVERY TO: The Bank of Nova Scotia Trust Company of New York, EXCHANGE AGENT
BY HAND BEFORE 4:30 P.M.: BY REGISTERED OR CERTIFIED MAIL:
The Bank of Nova Scotia Trust Company of New York The Bank of Nova Scotia Trust Company of New York
67 Wall Street, 4th Floor One Liberty Plaza, 23rd Floor
New York, NY 10005 New York, NY 10006
Attention: Exchanges Attention: Exchanges
21
BY HAND OR OVERNIGHT DELIVERY AFTER
4:30 P.M. ON THE EXPIRATION DATE:
The Bank of Nova Scotia Trust Company of New York
67 Wall Street, 4th Floor
New York, NY 10005
Attention: Exchanges
FOR INFORMATION CALL:
(212) 225-5427
BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY):
(212) 635-4165
Attention: Exchanges
CONFIRM BY TELEPHONE:
(212) 225-5427
All other questions should be addressed to Cendant Corporation, 9 West 57th
Street, New York, NY 10019, Attention: Eric J. Bock. If you deliver the letter
of transmittal to an address other than any address indicated above or transmit
instructions via facsimile other than any facsimile number indicated, then your
delivery or transmission will not constitute a valid delivery of the letter of
transmittal.
FEES AND EXPENSES
We will not make any payment to brokers, dealers, or others soliciting
acceptances of the exchange offer. The estimated cash expenses to be incurred in
connection with the exchange offer will be paid by us. We estimate these
expenses in the aggregate to be approximately $500,000.
ACCOUNTING TREATMENT
We will not recognize any gain or loss for accounting purposes upon the
consummation of the exchange offer. We will amortize the expense of the exchange
offer over the term of the exchange notes under generally accepted accounting
principles.
TRANSFER TAXES
Holders who tender their original notes for exchange will not be obligated
to pay any related transfer taxes, except that holders who instruct us to
register exchange notes in the name of, or request that original notes not
tendered or not accepted in the exchange offer be returned to, a person other
than the registered tendering holder will be responsible for the payment of any
applicable transfer taxes.
CONSEQUENCES OF EXCHANGING OR FAILING TO EXCHANGE ORIGINAL NOTES
Holders of original notes who do not exchange their original notes for
exchange notes in the exchange offer will continue to be subject to the
provisions in the indenture regarding transfer and exchange of the original
notes and the restrictions on transfer of the original notes as described in the
legend on the original notes as a consequence of the issuance of the original
notes under exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws. In
general, the original notes may not be offered or sold, unless registered under
the Securities Act, except under an exemption from, or in a transaction not
subject to, the Securities Act and applicable state securities laws.
22
Under existing interpretations of the Securities Act by the SEC's staff
contained in several no-action letters to third parties, and subject to the
immediately following sentence, we believe that the exchange notes would
generally be freely transferable by holders after the exchange offer without
further registration under the Securities Act, subject to certain
representations required to be made by each holder of exchange notes, as set
forth below. However, any purchaser of exchange notes who is one of our
"affiliates" (as defined in Rule 405 under the Securities Act) or who intends to
participate in the exchange offer for the purpose of distributing the exchange
notes:
- will not be able to rely on the interpretation of the SEC's staff;
- will not be able to tender its original notes in the exchange offer; and
- must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any sale or transfer of the notes
unless such sale or transfer is made pursuant to an exemption from such
requirements. See "Plan of Distribution."
We do not intend to seek our own interpretation regarding the exchange offer
and there can be no assurance that the SEC's staff would make a similar
determination with respect to the exchange notes as it has in other
interpretations to other parties, although we have no reason to believe
otherwise.
23
DESCRIPTION OF THE NOTES
The terms of the exchange notes to be issued in the exchange offer are
identical in all material respects to the terms of the original notes, except
for the transfer restrictions relating to the original notes. Any original notes
that remain outstanding after the exchange offer, together with exchange notes
issued in the exchange offer, will be treated as a single class of securities
under the indenture for voting purposes.
The notes are governed by an indenture, dated as of February 24, 1998,
between us and The Bank of Nova Scotia Trust Company of New York, as trustee.
The following discussion summarizes the material provisions of the indenture.
Because this is only a summary, it is not complete and does not describe every
aspect of the notes and the indenture. A copy of the form of the indenture is
available from us upon request. You should read the indenture for provisions
that may be important to you, but which are not included in this summary.
GENERAL
The original notes were originally issued in the aggregate principal amount
of $850,000,000. The notes will mature on August 15, 2006. The notes bear
interest from August 13, 2001 at the annual rate of 6 7/8%. Interest is payable
semiannually on February 15 and August 15 of each year, commencing February 15,
2002, to the persons in whose names the notes are registered at the close of
business on the preceding February 1 or August 1, whether or not such day is a
business day. All payments of interest and principal will be payable in United
States dollars. We may from time to time, without notice to or consent of the
holders, issue additional notes of the same tenor, coupon and other terms as the
notes, so that such notes and the notes offered hereby will form a single
series.
INTEREST RATE ADJUSTMENT
The interest rate on the notes will be subject to adjustment if, on any date
(the "Step-up Date") prior to maturity of the notes, the rating on the notes is
decreased to below Investment Grade (as defined below) by both of the Rating
Agencies (as defined below). Upon a decrease in the rating below Investment
Grade, the interest rate on the notes will be automatically increased, effective
from and including the Step-up Date, to an annual rate (the "Step-up Rate")
equal to the sum of the original interest rate of 6 7/8% plus 150 basis points;
provided that if, on any date (a "Step-down Date") prior to maturity when the
interest rate on the notes is the Step-up Rate, the rating on the notes shall be
increased so that the notes are rated Investment Grade by both Rating Agencies,
then the interest rate on the notes will be automatically decreased, effective
from and including the Step-down Date, to the original interest rate of 6 7/8%.
The interest rate on the notes may from time to time be increased to the Step-up
Rate and, if so increased, thereafter decreased to the original interest rate. A
change in the rating on the notes by any Rating Agency will be deemed to have
occurred on the date that such Rating Agency publicly announced the change.
When any change in the interest rate on the notes occurs during any interest
payment period, the amount of interest to be paid with respect to such period
will be calculated at an annual rate equal to the weighted average of the
interest rate in effect immediately prior to such change and the Step-up Rate or
original interest rate, as applicable, in effect during such interest payment
period, calculated by multiplying each such rate by the number of days such rate
is in effect during each month of such interest payment period, determining the
sum of such products and dividing such sum by the number of days in such
interest payment period. All calculations pursuant to the preceding sentence and
of interest on the notes will be computed on the basis of a year of twelve
30-day months. We will covenant that, as promptly as practicable after any
increase or decrease in the interest rate on the notes as described above, we
will (a) send written notice to the Trustee and the holders of the notes in the
manner provided in the indenture and (b) issue a press release, each of which
will state (i) that a
24
change in the interest rate on the notes has occurred and the reasons for such
change in the interest rate, (ii) the annual interest rate before giving effect
to such change, (iii) the annual interest rate after giving effect to such
change, (iv) the days during which each interest rate has been (and, assuming no
further change in interest rate prior to the next applicable record date, will
be) in effect during the relevant interest payment period and the amount of the
interest payment due on the next interest payment date (assuming no further
change in interest rate prior to the next applicable record date) and (v) the
effective date of such change.
If, at any time prior to the maturity of the notes, the notes are rated A3
(or the equivalent) or higher by Moody's Investors Service, Inc. and its
successors and A- (or the equivalent) or higher by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc., and its successors
("S&P"), or the equivalent of such ratings used by any other Rating Agency
selected as provided in the definition of "Rating Agencies" below, then the
interest rate on the notes will no longer be subject to adjustment as provided
above, notwithstanding any subsequent decrease in the rating of the notes to
below Investment Grade by either of the Rating Agencies.
For purposes of this "Interest Rate Adjustment" provision, the following
definitions apply:
"Investment Grade" means Baa3 (or the equivalent) or higher by Moody's or
BBB- (or the equivalent) or higher by S&P or the equivalent of such ratings used
by any other Rating Agency selected as provided in the definition of the term
"Rating Agencies."
"Rating Agencies" means (i) Moody's and S&P or (ii) if Moody's or S&P or
both are no longer publicly rating the notes, a nationally recognized securities
rating agency or agencies, as the case may be, selected by us by notice to the
Trustee, which will be substituted for Moody's or S&P or both, as the case may
be; and "Rating Agency" shall mean either of the Rating Agencies. We will
covenant that we will use our best efforts to cause two Rating Agencies to make
publicly available a rating on the notes at all times prior to maturity of the
notes.
RANKING
The notes are senior unsecured obligations and rank equally in right of
payment to all other unsecured senior indebtedness.
We currently conduct substantially all our operations through our
subsidiaries, and our subsidiaries generate substantially all of our operating
income and cash flow. As a result, distributions or advances from our
subsidiaries are the principal source of funds necessary to meet our debt
service obligations. Contractual provisions or laws, as well as our
subsidiaries' financial condition and operating requirements, may limit our
ability to obtain cash from our subsidiaries that we require to pay our debt
service obligations, including payments on the notes. In addition, holders of
the notes will have a subordinate position to the claims of creditors of our
subsidiaries on their assets and earnings. At September 30, 2001, our
subsidiaries had $10.3 billion of indebtedness (including debt under management
and mortgage programs) and $375 million of mandatorily redeemable preferred
securities outstanding, in addition to other liabilities, to which the notes
would have been structurally subordinated.
As of September 30, 2001, we had approximately $6.0 billion of indebtedness
outstanding (including $863 million of Upper DECS and excluding subsidiary
indebtedness), which would have ranked equally with the notes.
SINKING FUND
The notes are not subject to a sinking fund.
25
MERGER, CONSOLIDATION, OR SALE OR CONVEYANCE OF ASSETS
We may not consolidate or merge with or into any other Person or sell,
assign, convey or transfer or otherwise dispose of all or substantially all of
our properties and assets to any Person, unless:
(1) the successor Person shall be a Person (if not Cendant) organized and
existing under the laws of the United States, any State thereof or the
District of Columbia, and shall expressly assume, by a supplemental
indenture satisfactory to the trustee, the due and punctual payment of
the principal of and interest on the notes and the performance of every
covenant in the indenture on our part;
(2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(3) we shall have delivered to the trustee an officer's certificate and an
opinion of counsel, each stating that the consolidation, merger,
conveyance or transfer and the supplemental indenture comply with clauses
(1) and (2) above.
In the case of any consolidation, merger, conveyance or transfer, the
successor Person will succeed to and be substituted for Cendant as obligor on
the notes, with the same effect as if it had been named in the indenture as
Cendant.
EVENTS OF DEFAULT AND REMEDIES
Each of the following is an event of default with respect to the notes:
(1) default for 30 days in the payment of interest due and payable on the
notes;
(2) default in the payment of the principal of the notes when due;
(3) default in our performance of any covenant or warranty in the indenture
for a period of 90 days after written notice is provided to us by the
trustee or the holders of at least 25% in aggregate principal amount of
the then outstanding notes;
(4) default by us under any instrument or instruments under which there is
or may be secured or evidenced any of our indebtedness (other than the
notes) having an outstanding principal amount of $50,000,000 (or its
equivalent in any other currency or currencies) or more, individually or
in the aggregate, that has caused the holders thereof to declare such
indebtedness to be due and payable prior to its stated maturity, unless
such declaration has been rescinded within 30 days;
(5) default in the payment of the principal or premium, if any, of any bond,
debenture, note or other evidence of our indebtedness, in each case for
money borrowed, or in the payment of principal or premium, if any, under
any mortgage, indenture, agreement or instrument under which there may be
issued or by which there may be secured or evidenced any indebtedness of
ours for money borrowed, which default for payment of principal or
premium, if any, is in an aggregate principal amount exceeding
$50,000,000 (or its equivalent in any other currency or currencies) when
such indebtedness becomes due and payable (whether at maturity, upon
redemption or acceleration or otherwise), if such default shall continue
unremedied or unwaived for more than 30 business days after the
expiration of any grace period or extension of the time for payment
applicable thereto; and
(6) certain events of bankruptcy, insolvency and reorganization with respect
to us.
If an event of default occurs and is continuing, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding notes may
declare the principal of, and accrued but unpaid interest on, all the notes to
be due and payable immediately; however, in the case of events of default
specified in clauses (4) and (5) upon certain conditions such declarations may
be annulled and
26
past defaults may be waived (except for defaults in the payment of principal of,
or any interest on, the notes) by the holders of a majority of the aggregate
principal amount of notes then outstanding.
If an event of default relating to some events of bankruptcy, insolvency or
reorganization occurs, the issue price plus accrued interest on the notes will
become immediately due and payable without any action on the part of the trustee
or any holder.
Subject to certain limitations, the holders of a majority in principal
amount of the outstanding notes are given the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or of exercising any trust or power conferred on the trustee. The trustee,
however, may, upon the advice of counsel refuse to follow any direction that
conflicts with the law or the indenture or that the trustee determines is unduly
prejudicial to the holders or that would involve the trustee in personal
liability.
The indenture provides that if an uncured default is known to the trustee,
the trustee must give to each holder notice of the default within 90 days after
it occurs, except that with respect to an Event of Default described in
clause (3) above, no such notice shall be given until at least 90 days after the
occurrence of such default. However, except in the case of default in the
payment of principal of, or interest on, any note, the trustee may withhold
notice if it in good faith determines that withholding notice is in the interest
of the holders. In addition, we are required to deliver to the trustee, within
120 days after the end of each fiscal year, a certificate indicating that to the
best of the knowledge of the signatory we are not in default in the performance
and observance of the terms of the indenture or, if we are in default,
specifying such default.
MODIFICATIONS
The indenture or the rights of the holders may be modified by us and the
trustee with the consent of at least a majority of the aggregate principal
amount of the outstanding notes (it being understood that the holders of the
notes will vote together as one class). However, no such modification shall,
without the consent of each holder affected hereby:
- change the stated maturity of the principal of, or any installment of
interest on, any notes;
- reduce the principal amount of, or interest on, any notes;
- change the method or date of computing the amount of principal of or
interest on the notes;
- change the place or currency of payment of principal of or interest on the
notes;
- impair the right to institute suit for the enforcement of any payment on
or after the stated maturity date;
- reduce the percentage in principal amount of the outstanding notes, the
consent of whose holders is necessary for waiver of compliance with
certain provisions of the indenture or for the waiver of certain defaults;
or
- modify any of the provisions of certain sections of the indenture
including the provisions summarized by this paragraph.
DEFEASANCE
The indenture provides that we will be discharged from all obligations in
respect of the notes (except for, among other things, certain obligations to
register the transfer or exchange of the notes, replace stolen, lost or
mutilated notes, maintain paying agencies and old moneys or payment in trust) if
we have irrevocably deposited with the trustee, in trust for the benefit of the
holders of the notes, cash in U.S. dollars, non-callable Governmental
Securities, or a combination thereof, in such amounts as will be sufficient, in
the opinion of a nationally recognized firm of independent public accountants,
to pay
27
the principal of and interest and additional interest, if any, on the
outstanding notes on the stated maturity date selected by us.
The defeasance and discharge will become effective after we, among other
things, have delivered to the trustee an opinion of counsel confirming that the
deposit and related defeasance will not cause the holders of the notes to
recognize gain or loss for federal income tax purposes, or a copy of a ruling or
other formal statement or action to such effect received from or published by
the Internal Revenue Service.
BOOK-ENTRY, DELIVERY AND FORM
The descriptions of the operations and procedures of DTC, Euroclear and
Clearstream set forth below are provided solely as a matter of convenience.
These operations and procedures are solely within the control of the respective
settlement systems and are subject to change by them from time to time. Neither
we nor the initial purchasers take any responsibility for these operations or
procedures, and investors are urged to contact the relevant system or its
participants directly to discuss these matters.
DTC has advised us that it is (i) a limited purpose trust company organized
under the laws of the State of New York, (ii) a "banking organization" within
the meaning of the New York Banking Law, (iii) a member of the Federal Reserve
System, (iv) a "clearing corporation" within the meaning of the Uniform
Commercial Code, as amended, and (v) a "clearing agency" registered pursuant to
Section 17A of the Exchange Act. DTC was created to hold securities for its
participants and facilitates the clearance and settlement of securities
transactions between participants through electronic book-entry changes to the
accounts of its participants, thereby eliminating the need for physical transfer
and delivery of certificates. DTC's participants include securities brokers and
dealers (including the initial purchasers), banks and trust companies, clearing
corporations and certain other organizations. Indirect access to DTC's system is
also available to other entities such as banks, brokers, dealers and trust
companies (collectively, the "Indirect Participants") that clear through or
maintain a custodial relationship with a participant, either directly or
indirectly. Investors who are not participants may beneficially own securities
held by or on behalf of DTC only through participants or Indirect Participants.
Pursuant to procedures established by DTC (i) upon deposit of each global
note, DTC will credit the accounts of participants designated by the initial
purchasers with an interest in the global note and (ii) ownership of the notes
will be shown on, and the transfer of ownership thereof will be effected only
through, records maintained by DTC (with respect to the interests of
participants) and the records of participants and the Indirect Participants
(with respect to the interests of persons other than participants).
The laws of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in definitive form.
Accordingly, the ability to transfer interests in the notes represented by a
global note to such persons may be limited. In addition, because DTC can act
only on behalf of its participants, who in turn act on behalf of persons who
hold interests through participants, the ability of a person having an interest
in notes represented by a global note to pledge or transfer such interest to
persons or entities that do not participate in DTC's system, or to otherwise
take actions in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC
or such nominee, as the case may be, will be considered the sole owner or holder
of the notes represented by the global note for all purposes under the
indenture. Except as provided below, owners of beneficial interests in a global
note will not be entitled to have notes represented by such global note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated notes, and will not be
28
considered the owners or holders thereof under the indenture for any purpose,
including with respect to the giving of any direction, instruction or approval
to the trustee thereunder. Accordingly, each holder owning a beneficial interest
in a global note must rely on the procedures of DTC and, if such holder is not a
participant or an Indirect Participant, on the procedures of the participant
through which such holder owns its interest, to exercise any rights of a holder
of notes under the indenture or such global note. We understand that under
existing industry practice, in the event that we request any action of holders
of notes, or a holder that is an owner of a beneficial interest in a global note
desires to take any action that DTC, as the holder of such global note, is
entitled to take, DTC would authorize the participants to take such action and
the participants would authorize holders owning through such participants to
take such action or would otherwise act upon the instruction of such holders.
Neither we nor the trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of notes by DTC,
or for maintaining, supervising or reviewing any records of DTC relating to such
notes.
Payments with respect to the principal of, and additional interest, if any,
and interest on, any notes represented by a global note registered in the name
of DTC or its nominee on the applicable record date will be payable by the
trustee to or at the direction of DTC or its nominee in its capacity as the
registered holder of the global note representing such notes under the
indenture. Under the terms of the Indenture, we and the trustee may treat the
persons in whose names the notes, including the global notes, are registered as
the owners thereof for the purpose of receiving payment thereon and for any and
all other purposes whatsoever. Accordingly, neither we nor the trustee has or
will have any responsibility or liability for the payment of such amounts to
owners of beneficial interests in a global note (including principal, additional
interest, if any, and interest). Payments by the participants and the Indirect
Participants to the owners of beneficial interests in a global note will be
governed by standing instructions and customary industry practice and will be
the responsibility of the participants or the Indirect Participants and DTC.
Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
Subject to compliance with the transfer restrictions applicable to the
notes, cross-market transfers between the participants in DTC, on the one hand,
and Euroclear or Clearstream participants, on the other hand, WILL be effected
through DTC in accordance with DTC's rules on behalf of Euroclear or
Clearstream, as the case may be, by its respective depositary; however, such
cross-market transactions will require delivery of instructions to Euroclear or
Clearstream, as the case may be, by the counterparty in such system in
accordance with the rules and procedures and within the established deadlines
(Brussels time) of such system. Euroclear or Clearstream, as the case may be,
will, if the transaction meets its settlement requirements, deliver instructions
to its respective depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the relevant Global Notes in DTC,
and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Euroclear participants and
Clearstream participants may not deliver instructions directly to the
depositaries for Euroclear or Clearstream.
Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a global note from a
participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. Cash received in
Euroclear or Clearstream as a result of sales of interest in a global security
by or through a Euroclear or Clear stream participant to a participant in DTC
will be received with value on the settlement date of DTC but will be available
in the relevant Euroclear or Clearstream cash account only as of the business
day for Euroclear or Clearstream following DTC's settlement date.
29
Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the global notes among
participants in DTC, Euroclear and Clearstream, they are under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither we nor the trustee will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
CERTIFICATED NOTES
If (i) DTC notifies us that it is no longer willing or able to act as a
depositary or DTC ceases to be registered as a clearing agency under the
Exchange Act and a successor depositary is not appointed within 90 days of such
notice or cessation, (ii) we, at our option, notify the trustee in writing that
we elect to cause the issuance of notes in definitive form under the indenture
or (iii) upon the occurrence of certain other events as provided in the
indenture, then, upon surrender by DTC of the global notes, certificated notes
will be issued to each person that DTC identifies as the beneficial owner of the
notes represented by the global notes. Upon any such issuance, the trustee is
required to register such certificated notes in the name of such person or
persons (or the nominee of any thereof) and cause the same to be delivered
thereto.
Neither we nor the trustee shall be liable for any delay by DTC or any
participant or Indirect Participant in identifying the beneficial owners of the
related notes and each such person may conclusively rely on, and shall be
protected in relying on, instructions from DTC for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the notes to be issued).
TRUSTEE
The Bank of Nova Scotia Trust Company of New York is the trustee, registrar,
conversion agent and paying agent.
If an Event of Default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent person in the conduct
of its own affairs. The Trustee will become obligated to exercise any of its
powers under the Indenture at the request of any of the holders of any notes
only after those holders have offered the Trustee indemnity reasonably
satisfactory to it.
If the trustee becomes one of our creditors, it will be subject to
limitations in the Indenture on its rights to obtain payment of claims or to
realize on some property received for any such claim, as security or otherwise.
The Trustee is permitted to engage in other transactions with us. If, however,
it acquires any conflicting interest, it must eliminate that conflict or resign.
30
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion sets forth the anticipated material United States
federal income tax consequences of the exchange of original notes for exchange
notes to a holder of original notes.
This discussion is based on United States federal income tax laws,
regulations, rulings and decisions now in effect, all of which are subject to
change or differing interpretations, possibly on a retroactive basis. There can
be no assurance that the Internal Revenue Service will not challenge one or more
of the tax consequences described herein or that such a challenge will not be
accepted by a court.
This discussion deals only with holders of original notes that hold the
original notes as capital assets and that exchange original notes for exchange
notes pursuant to the exchange offer. This discussion does not address tax
consequences arising under the laws of any foreign, state or local jurisdiction.
Prospective investors are urged to consult their tax advisors regarding the
United States federal income and other tax consequences of acquiring, holding
and disposing of the exchange notes, as well as any tax consequences that may
arise under the laws of any foreign, state or local taxing jurisdiction.
THE EXCHANGE OFFER
An exchange of original notes for the exchange notes pursuant to the
exchange offer will be disregarded for United States federal income tax
purposes. Consequently, a holder of original notes will not recognize gain or
loss as a result of exchanging original notes for exchange notes pursuant to the
exchange offer. A holder's holding period in the exchange notes will be the same
as the holder's holding period in the original notes, and a holder's tax basis
in the exchange notes will be the same as the holder's tax basis in the original
notes immediately prior to the exchange.
PLAN OF DISTRIBUTION
Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for original notes where the
original notes were acquired as a result of market-making activities or other
trading activities. We have agreed that, for a period of 180 days after the
expiration date of the exchange offer, we will make this prospectus available to
any broker-dealer for use in connection with any resale.
We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
in the exchange offer may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the exchange notes or a combination of these methods of resale.
These resales may be made at market prices prevailing at the time of resale, at
prices related to these prevailing market prices or negotiated prices. Any
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
broker-dealer or the purchasers of any of the exchange notes. Any broker-dealer
that resells exchange notes that were received by it for its own account in the
exchange offer and any broker or dealer that participates in a distribution of
the exchange notes may be deemed to be an underwriter within the meaning of the
Securities Act, and any profit on the resale of exchange notes and any
commission or concessions received by those persons may be deemed to be
underwriting compensation under the Securities Act. Any broker-dealer that
resells notes that were received by it for its own account in exchange offer and
any broker-dealer that participates in a distribution of those notes may be
deemed to be an underwriter within the meaning of the Securities Act and must
comply with the
31
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction, including the delivery of a prospectus
that contains information with respect to any selling holder required by the
Securities Act in connection with any resale of the exchange notes. The letter
of transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an underwriter within the meaning of the Securities Act.
Furthermore, any broker-dealer that acquired any of its original notes
directly from us:
- may not rely on the applicable interpretation of the staff of the SEC's
position contained in Exxon Capital Holdings Corp., SEC no-action letter
(April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter
(June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2,
1983); and
- must also be named as a selling noteholder in connection with the
registration and prospectus delivery requirements of the Securities Act
relating to any resale transaction.
For a period of 180 days after the expiration date of the exchange offer, we
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests these documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer, including the expenses of one counsel for the holders of the
notes, other than commissions or concessions of any brokers or dealers. We will
indemnify the holders of the notes, including any broker-dealers, against
various liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters with respect to the exchange notes being offered
hereby will be passed upon for us by Eric J. Bock, Esq., Senior Vice President,
Law and Secretary of Cendant. Mr. Bock holds shares of CD common stock and
options to acquire shares of CD common stock.
EXPERTS
Our financial statements incorporated in this prospectus by reference from
our Annual Report on Form 10-K/A for the year ended December 31, 2000 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report (which expresses an unqualified opinion and includes explanatory
paragraphs relating to the change in certain revenue recognition policies
regarding the recognition of non-refundable one-time fees and pro rata
refundable subscription revenue and the restatement of the financial statements
to reflect the individual membership business as part of continuing operations
as discussed in Note 1), 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.
WHERE YOU CAN FIND MORE INFORMATION
Cendant is subject to the informational requirements of the Exchange Act,
and in accordance therewith files reports, proxy and information statements and
other information with the SEC. Such reports, proxy statements and other
information can be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Regional Office of the SEC located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. The SEC also maintains a website that contains reports, proxy and
information statements and other information. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. 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.
32
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$850,000,000
CENDANT CORPORATION
Offer for All Outstanding 6 7/8% Notes due 2006
in Exchange for 6 7/8% Notes due 2006,
Which Have Been Registered Under
the Securities Act of 1933
[LOGO]
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PROSPECTUS
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November 27, 2001
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