SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENDANT CORPORATION - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 06-0918165 ----------------------------------------- ------------------- State of incorporation of Organization I.R.S. Employer Identification No.: Cendant Corporation 9 West 57th Street New York, NY 10019 ---------------------------- ----------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of securities pursuant to securities pursuant to Section Section 12(b) of the 12(g) of the Exchange Act and is Exchange Act and is effective pursuant to the general effective pursuant to the Instruction A. (d) please check general Instruction A. (c) the following box |X| please check the following box.|_| Securities to be registered pursuant to Section 12(g) of the Act: Additional Growth PRIDES INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The classes of securities to be registered hereby are the Growth PRIDES of Cendant Corporation, a Delaware corporation. For a description of the Additional Growth PRIDES, reference is made to Amendment No. 1 to the Registration Statement on Form S-3 of Cendant Corporation, among other registrants (Registration No. 333-78447), filed with the Securities and Exchange Commission on July 12, 1999 (as amended, the "Registration Statement"), and the form of prospectus for the Additional Growth PRIDES, included therein, which description is incorporated herein by reference. Definitive copies of the prospectus and of a prospectus supplement describing the Additional Growth PRIDES will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this Registration Statement on Form 8-A. Item 2. Exhibits 1. Form of Purchase Contract Agreement, between Cendant Corporation and The First National Bank of Chicago, as Purchase Contract Agent (incorporated herein by reference to Exhibit 4.8 to the Registration Statement). 2. Form of Pledge Agreement, among Cendant Corporation, The Chase Manhattan Bank, as Collateral Agent, and The First National Bank of Chicago, as Purchase Contract Agent (incorporated herein by reference to Exhibit 4.9 to the Registration Statement). 3. Form of Growth PRIDES (incorporated herein by reference to Exhibit 4.14 to the Registration Statement). 4. Form of Amended and Restated Declaration of Trust, between James E. Buckman and Michael P. Monaco as Regular Trustees, Cendant Corporation and Wilmington Trust Company as Institutional Trustee (incorporated herein by reference to Exhibit 4.6 to the Registration Statement). 5. Form of Preferred Security (incorporated herein by reference to Exhibit 4.12 to the Registration Statement). 6. Form of Second Supplemental Indenture, among Cendant Corporation and The Bank of Nova Scotia Trust Company of New York as Indenture Trustee (incorporated herein by reference to Exhibit 4.10 to the Registration Statement). 7. Form of Senior Debenture (incorporated herein by reference to Exhibit 4.11 to the Registration Statement). 8. Form of Preferred Securities Guarantee Agreement, among Wilmington Trust Company as Institutional Trustee and Cendant Corporation (incorporated herein by reference to Exhibit 4.7 to the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registration has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. CENDANT CORPORATION Dated: July 13, 1999 By: /s/ James E. Buckman ------------------------------ James E. Buckman Senior Executive Vice President and General Counsel