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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10308
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December 4, 1999 (November 30, 1998)
Date of Report (Date of earliest event reported)
CENDANT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0918165
(State of Incorporation) (I.R.S. Employer
Identification No.)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address or principal executive office) (Zip Code)
(973) 428-9700
(Registrant's telephone number including area code)
ITEM 5. OTHER EVENTS
This Current Report on Form 8-K is being filed to incorporate by
reference certain documents into Cendant Corporation's (the "Company")
Registration Statement on Form S-3 (Registration No. 333-49405) in
connection with the sale by the Company on November 30, 1998 of
$400,000,000 aggregate principal amount of the Company's 7-1/2% Notes due
2000 and $1,150,000,000 aggregate principal amount of the Company's 7-3/4%
Notes due 2003 (the "Securities"). Such documents consist of (i) a form of
global note relating to the Securities and (ii) an opinion of Eric J. Bock,
Esq., Vice President - Legal, of the Company as to the legality of the
Securities and a related consent.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
----------- -----------
4 Form of Global Note.
5 Opinion of Eric J. Bock, Esq., Vice President
Legal, of the Registrant, as to the legality of
the securities being offered.
23 Consent of Eric J. Bock, Esq., Vice President
Legal, of the Registrant (included with Exhibit 5).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CENDANT CORPORATION
By: /s/ James E. Buckman
-----------------------
Name: James E. Buckman
Title: Vice Chairman
and General Counsel
Dated: December 4, 1998
CENDANT CORPORATION
CURRENT REPORT OF ON FORM 8-K
REPORT DATED DECEMBER 4, 1998 (NOVEMBER 30, 1998)
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4 Form of Global Note.
5 Opinion of Eric J. Bock, Esq., Vice President
Legal, of the Registrant, as to the legality of
the securities being offered.
23 Consent of Eric J. Bock, Esq., Vice President
Legal, of the Registrant (included with Exhibit 5).
EXHIBIT 4
[FACE OF NOTE]
[FOR GLOBAL NOTES: THIS NOTE IS IN GLOBAL FORM WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE OF A DEPOSITORY. UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
CUSIP No. ________
Certificate No. ___ $__________
CENDANT CORPORATION
_____% NOTE DUE 200_
CENDANT CORPORATION, a Delaware corporation (the "Company,"
which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
Cede & Co., or its registered assigns, the principal sum of _________
Dollars ($__________) on (such date is hereinafter referred to as the
"Maturity Date"), and to pay interest on said principal sum from or
from the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided for,
semiannually on and of each year, commencing on at
the annual rate of ____% (the "Original Interest Rate") until the principal
hereof is paid or duly made available for payment, and on any overdue
principal and premium, if any, and (without duplication and to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the rate of ____% until such principal,
premium or installment of interest, as the case may be, is paid or duly
made available for payment, compounded semiannually; provided that if, on
any date (a "Step-up Date") beginning on (the "Original Issue Date")
and 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), then the interest rate on this Note shall be
automatically increased, effective from and including the Step-up Date, to
an annual rate (the "Step-up Rate") equal to the sum of Original Interest
Rate plus 150 basis points; and provided further, that if, on any date (a
"Stepdown Date") prior to maturity when the interest rate on this Note is
the Step-up Rate, the rating on the Notes shall be increased so that the
Notes are rated as Investment Grade by both Rating Agencies, then the
interest rate on this Note shall be automatically decreased, effective from
and including the Step-down Date, to the Original Interest Rate, it being
understood that the interest rate on this Note may from time to time be
increased to the Step-up Rate and, if so increased, thereafter decreased to
the Original Interest Rate as set forth in the provisos to this sentence.
For purposes of the preceding sentence, a change in the rating on the Notes
by any Rating Agency shall be deemed to have occurred on the date that such
Rating Agency shall have publicly announced the change.
The amount of interest payable on any Interest Payment Date
shall be computed on the basis of a 360-day year consisting of twelve
30-day months. In the event that any date on which interest is payable on
this Note is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day that is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Note (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the
regular record date, whether or not such day is a Business Day, for such
interest installment, which shall be or , as the case may be,
next preceding such Interest Payment Date. Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holders on such regular record date and may be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a special record date
to be fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders of this series of
Notes not more than 15 days and not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such
exchange all as more fully provided in the Indenture.
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 shall 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 shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.
The Company covenants that, as promptly as practicable after
any increase or decrease in the interest rate on the Notes as described
above, it 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 shall state (i) that a 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 (as defined below)
and A- (or the equivalent) or higher by S&P (as defined below), or the
equivalent of such ratings used by any other Rating Agency selected as
provided in the definition of the term "Rating Agencies" below, then the
interest rate on the Notes shall 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 the foregoing, the following definitions shall
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."
"Moody's" means Moody's Investors Service, Inc. and its
successors.
"Rating Agencies" means (i) Moody's and S&P or (ii) if Moody's
or S&P or both shall not make a rating of the Notes publicly
available, a nationally recognized securities rating agency or
agencies, as the case may be, selected by the Company by notice to
the Trustee, which shall 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. The Company covenants that it will use its 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.
"S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors.
The principal of (and premium, if any) and the interest on this
Note shall be payable at the office or agency of the Trustee maintained for
that purpose in any coin or currency of the United States of America that
at the time of payment is legal tender for payment of public and private
debts ("U.S. Currency"); provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered Holder
at such address as shall appear in the Security Register or by wire
transfer to an account appropriately designated by the Holder entitled
thereto.
The indebtedness evidenced by this Note is, to the extent
provided in the Indenture, senior and unsecured and will rank in right of
payment on parity with all other senior unsecured obligations of the
Company.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any
purpose until the Certificate of Authentication hereon shall have been
signed by or on behalf of the Trustee.
The provisions of this Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed.
Dated:
CENDANT CORPORATION
By: _______________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the
within-mentioned Indenture.
Dated: ___________________________
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
as Trustee
By: _______________________________
[REVERSE OF NOTE]
This Note is one of a duly authorized series of Securities of
the Company (herein sometimes referred to as the "Securities"), specified
in the Indenture, all issued or to be issued in one or more series under
and pursuant to an Indenture dated as of February 24, 1998 (the "Base
Indenture"), duly executed and delivered between the Company and The Bank
of Nova Scotia Trust Company of New York, as Trustee (the "Trustee") (as
supplemented by a First Supplemental Indenture, dated February 24, 1998)
(the Base Indenture as so supplemented, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. By the terms of the Indenture, the Securities are issuable
in series that may vary as to amount, date of maturity, rate of interest
and in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount of ___________, but may
reopened from time to time for future issuances of additional Securities.
The Notes are redeemable, at the option of the Company, in
whole at any time or in part from time to time (the "Redemption Date"), on
at least 30 days' but not more than 60 days' prior notice mailed to the
registered address of each Holder of Notes, at a redemption price (the
"Redemption Price") equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of
the Remaining Scheduled Payments discounted, on a semiannual basis
(assuming a 360-day year consisting of twelve 30 day months), at the
Treasury Rate plus 50 basis points, plus, in the case of each of clauses
(i) and (ii) above, accrued interest to the date of redemption.
For purposes of the preceding paragraph, the following
definitions shall apply:
"Treasury Rate" means, with respect to any Redemption Date, the
annual rate equal to the semiannual equivalent yield to maturity
(computed as of the second Business Day immediately preceding such
Redemption Date) of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
"Comparable Treasury Issue" means the fixed rate United States
Treasury security selected by an Independent Investment Banker as
having a maturity most comparable to the remaining term of the Notes
(and which are not callable prior to maturity) to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practices, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the
Notes. "Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third Business Day preceding such
Redemption Date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New
York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such
Business Day, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest or
lowest of such Reference Treasury Dealer Quotations, or (B) if the
Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 3:30 p.m., New York City time on the third Business Day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Chase Securities Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their
respective successors; provided, however, that if any of the
foregoing shall cease (either directly or through an affiliate) to be
a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company may substitute therefor
another nationally recognized investment banking firm that is a
Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to each note
to be redeemed, the remaining scheduled payments of the principal
thereof and interest thereon, calculated at the Original Interest
Rate (regardless of any interest rate adjustment on the Notes), that
would be due after the related Redemption Date but for such
redemption; provided, however, that, if such Redemption Date is not
an interest payment date with respect to such Note, the amount of the
next succeeding scheduled interest payment thereon will be reduced by
the amount of interest accrued thereon to such Redemption Date.
On and after the Redemption Date, interest shall cease to
accrue on the Notes or any portion thereof called for redemption unless the
Company shall fail to make any redemption payment. On or before the
Redemption Date, the Company shall deposit with a Paying Agent (or the
Trustee) money in U.S. Currency sufficient to pay the Redemption Price of
and accrued interest on the Notes to be redeemed on such date. If less than
all of the Notes are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee in accordance with Article Eleven of the Indenture.
The Notes are not entitled to the benefit of any sinking fund.
The provisions of Sections 307(b) and 308 of the Indenture
shall not be applicable to this series of Securities.
In case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal of all of the Notes may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental
indentures for the purposes of, among other things, adding any provisions
to or changing or eliminating any of the provisions of the Indenture or of
any supplemental indenture or of modifying the rights of the Holders of the
Notes; provided, however, that, among other things, no such supplemental
indenture shall (i) reduce the principal amount thereof, or reduce the rate
or extend the time of payment of interest thereon (subject to the Company's
right to defer such payments in the manner set forth therein), or reduce
any premium payable upon the redemption thereof, without the consent of the
Holder of each Note so affected or (ii) reduce the aforesaid percentage of
Notes, the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of each Note
then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding affected
thereby, on behalf of all of the Holders of the Notes of such series, to
waive a Default or Event of Default with respect to such series, and its
consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered Holder of this
Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Note and of any Note issued in exchange for or in place hereof (whether by
registration or transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Note at the time and place and at the
rate and in the money herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered Holder
hereof on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the Corporate Trust Office of the Trustee
in the City of New York and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company
or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of
authorized denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees. No
service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any Paying Agent and the Security Registrar
may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Note shall be overdue and notwithstanding any
notice of ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on account
of the principal hereof and premium, if any, and interest due hereon and
for all other purposes, and neither the Company nor the Trustee nor any
Paying Agent nor any Security Registrar shall be affected by any notice to
the contrary.
No recourse shall be had for the payment of the principal of or
the interest on this Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
The Indenture imposes certain limitations on the ability of the
Company to, among other things, merge or consolidate with any other Person
or sell, assign, transfer or lease all or substantially all of its
properties or assets. All such covenants and limitations are subject to a
number of important qualifications and exceptions. The Company must report
periodically to the Trustee on compliance with the covenants in the
Indenture.
The Notes may be issued in whole or in part in the form of one
or more fully registered Notes without coupons in denominations of U.S. $1,000
and any integral multiple thereof (each a "Global Note") which initially
shall be deposited with, or on behalf of, The Depository Trust Company (the
"Depositary") and registered in the name of the Depositary's nominee in
either temporary or permanent form. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series so
issued are exchangeable for a like aggregate amount of Notes of this series
of a different authorized denomination, as requested by the Holder
surrendering the same.
Unless and until it is exchanged for the Notes in registered
form, a Global Note may be transferred, in whole but not in part, only to
another nominee of the Depositary, or to a successor Depositary selected or
approved by the Company or to a nominee of such successor Depositary.
If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as a Depositary or if at any time the
Depositary for such series shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, and a successor Depositary for such
series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such condition, as the case may
be, the Company will execute, and, subject to Article III of the Indenture,
the Trustee, upon written notice from the Company, will authenticate and
deliver the Notes in certificated registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Note in exchange for such Global Note. In
addition, the Company may at any time determine that the Notes shall no
longer be represented by Global Note. In such event the Company will
execute, and subject to Section 303 of the Base Indenture, the Trustee,
upon receipt of an Officers' Certificate evidencing such determination by
the Company, will authenticate and deliver the Notes in certificated
registered form without coupons, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Note
in exchange for such Global Note. Upon the exchange of the Global Note for
such Notes in certificated registered form without coupons, in authorized
denominations, the Global Note shall be cancelled by the Trustee. Such
Notes in certificated registered form issued in exchange for the Global
Note shall be registered in such names and in such authorized denominations
as the Depositary, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Notes to the Depositary for delivery to the persons in whose
names such Notes are so registered.
The Indenture contains provisions whereby (i) the Company may
be discharged from its obligations with respect to the Notes (subject to
certain exceptions) or (ii) the Company may be released from its
obligations under specified covenants and agreements in the Indenture, in
each case if the Company irrevocably deposits with the Trustee money or
Government Obligations sufficient to pay and discharge the entire
indebtedness on all Notes, and satisfies certain other conditions, all as
more fully provided in the Indenture. In the event the Company seeks to
discharge its obligations as described in the preceding sentence, the
interest rate in effect for the Notes (the "Effective Rate") on the date of
the irrevocable deposit of the money and/or Government Obligations as trust
funds in trust for the benefit of the Holders of the Notes shall be the
rate used by the Company in calculating the requisite interest and
principal payments necessary to so discharge the Company's obligations (the
"Defeasance Rate"). Neither the Effective Rate nor the Defeasance Rate
shall thereafter be affected by any change in rating.
The Indenture shall cease to be of further effect (subject to
certain exceptions) with respect to the Notes when (1) either (A) all Notes
previously authenticated and delivered have been delivered (subject to
certain exceptions) to the Trustee for cancellation, or (B) all Notes (i)
have become due and payable or (ii) will become due and payable at their
Stated Maturity within one year or (iii) are to be called for redemption
within one year and the Company, in the case of (i), (ii) or (iii) above,
has irrevocably deposited with the Trustee money in an amount sufficient to
pay and discharge the entire indebtedness on all such Notes not theretofore
delivered to the Trustee for cancellation, and (2) the Company satisfies
certain other conditions, all as more fully provided in the Indenture.
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
All terms used in this Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in UNIF GIFT MIN ACT-__________Custodian__________
common (Cust) (Minor)
TEN ENT - as tenants by under Uniform Gifts to Minors Act
the entireties
JT TEN - as joint tenants ______________________________________
with right of (State)
survivorship and
not as tenants
in common
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Note on the books of the Trust. The agent may
substitute another to act for him or her.
Date: ________________________
Signature: _______________________________
Signature Guarantee: ____________________
(Sign exactly as your name appears on the other side of this Note)
Exhibit 5
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
November 30, 1998
Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054
Ladies and Gentlemen:
I am acting as counsel for Cendant Corporation, a Delaware
corporation (the "Company"), in connection with (i) the preparation of the
Registration Statement on Form S-3 (File No. 333-49405) that was filed on
April 3, 1998 by the Company with the Securities and Exchange Commission
(the "Commission") and as amended on November 6, 1998 and November 17, 1998
(such Registration Statement, as so amended, being hereinafter referred to
as the "Registration Statement"); and (ii) the Underwriting Agreement,
dated November 24, 1998 (the "Underwriting Agreement"), by and among Chase
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters named therein (collectively,
the "Underwriters"), and the Company, relating to the sale by the Company
to the Underwriters of $400,000,000 aggregate principal amount of the
Company's 7-1/2% Notes due 2000 and $1,150,000,000 aggregate principal
amount of the Company's 7-3/4% Notes due 2003 (collectively, the
"Securities") to be issued under an indenture, dated as of February 24,
1998 (the "Indenture"), by and between the Company and The Bank of Nova
Scotia Trust Company of New York, as trustee (the "Trustee").
This opinion is delivered in accordance with the requirements of
Items 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement; (ii) the Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended, on Form T-1 of the
Trustee; (iii) an executed copy of the Indenture; (iv) the Securities and
specimen certificates thereof; (v) an executed copy of the Underwriting
Agreement; (vi) the Certificate of Incorporation and By-laws of the
Company, as presently in effect; (vii) certain resolutions of the Pricing
Committee of the Board of Directors of the Company relating to the issuance
and sale of the Securities; and (viii) a certificate of good standing for
the Company, dated November 30, 1998, of the Secretary of State of the
State of Delaware. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers
or other representatives of the Company and others, and such other
documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of executed documents and documents to
be executed by parties other than the Company, I have assumed that the
parties thereto had or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the
execution and delivery of such documents by the parties to such documents,
and the validity and binding effect thereof. As to any facts material to
the opinions expressed herein which were not independently established or
verified, I have relied upon oral or written statements and representations
of officers and other representatives of the Company and others.
I am admitted to the bar in the State of New York and express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware and the laws of the United States
of America, to the extent referred to specifically herein.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly incorporated and validly
existing pursuant to the laws of the State of Delaware.
2. The Securities constitute valid and binding obligations of
the Company entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
I hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. I also consent to
the reference to me under the heading "Legal Opinions" in the Registration
Statement. In giving this consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and I disclaim any undertaking to advise you of
any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
Very truly yours,
/s/ Eric J. Bock