FILED PURSUANT TO RULE 424(b)(3)
S.E.C. FILE NUMBER 333-23063
SIXTH SUPPLEMENT TO PROSPECTUS
December 8, 1999
(TO PROSPECTUS DATED SEPTEMBER 18, 1997)
The Prospectus dated September 18, 1997, as supplemented through the date hereof
(the "Prospectus"), relating to the offer and sale, from time to time, by the
Selling Securityholders listed therein of up to $550,000,000 aggregate principal
amount of 3% Convertible Subordinated Notes Due February 15, 2002 (the "Notes")
of Cendant Corporation (the "Company") and up to 17,959,205 shares of common
stock, $.01 par value of the Company, issuable upon conversion of the Notes, is
hereby supplemented as follows:
We urge you to carefully read the "Risk Factor" section appearing on page S-2 ,
where we describe specific risks associated with the Notes.
The following entities are hereby named as Selling Securityholders as
contemplated on page 29 of the Prospectus:
PRINCIPAL AMOUNT NUMBER OF
OF NOTES COVERED SHARES COVERED
SELLING SECURITYHOLDER BY THIS PROSPECTUS BY THIS PROSPECTUS
- -------------------------------- -------------------- -------------------
Morgan Stanley Dean Witter $300,000a 9,795a
1585 Broadway
5th Floor
New York, NY 10036
Donaldson, Lufkin & Jenrette $500,000a 16,326a
Securities Corp.
401 City Avenue, Suite 210
Bala Cynwyd, PA 19004
- --------------------------------------------------------------------------------
a)Principal Amount of Notes and Number of Shares represented in this Supplement
by this Selling Securityholder is in addition to those Notes and Shares set
forth with respect to this Selling Securityholder in the Prospectus, as
supplemented through the date hereof.
RISK FACTOR
You should carefully read the following risk factor before purchasing
any Notes.
Discovery of Accounting Irregularities and Related Litigation and SEC
Investigation
Since the April 15, 1998 announcement of the discovery of accounting
irregularities in the former business units of CUC International, Inc.
approximately 70 lawsuits claiming to be class action lawsuits, two lawsuits
claiming to be brought derivatively on our behalf and several individual
lawsuits and arbitration proceedings have been commenced in various courts and
other forums against us and other defendants, asserting various claims under the
federal securities laws and certain state statutory and common laws, including
claims that our previously issued financial statements allegedly were false and
misleading and that we allegedly know or should have known that they caused the
price of our securities to be artificially inflated. In addition, the staff of
the SEC and the United States Attorney for the District of New Jersey are
conducting investigations relating to the accounting issues. The SEC Staff has
advised the Company that its inquiry should not be construed as an indication by
the SEC or its staff that any violations of law have occurred. Please see the
Company's Annual Report on Form 10-K/A for the fiscal year ending December 31,
1998 for a full description of such litigation and proceedings.
On December 7, 1999, we announced that we reached a preliminary
agreement to settle the principal securities class action pending against us in
the U.S. District Court in Newark, New Jersey relating to the aforementioned
class action lawsuits. Under the agreement, we would pay the class members $2.83
billion in cash. The settlement remains subject to execution of a definitive
settlement agreement and approval by the U.S. District Court. If the preliminary
settlement is not approved by the U.S. District Court, we can make no assurances
that the final outcome or settlement of such proceedings will not be for an
amount greater than that set forth in the preliminary agreement. Please see our
Form 8-K, dated December 7, 1999, for a description of the preliminary agreement
to settle the common stock class action litigation.