PROSPECTUS SUPPLEMENT NO. 11 Filed pursuant to Rule 424(b)(3)
(To Prospectus dated July 25, 2001) File Number 333-59246
$1,479,258,000
CENDANT CORPORATION
Zero Coupon Senior Convertible Contingent Debt Securities (CODESSM) due 2021
and CD Common Stock Issuable Upon Conversion of the CODES
This prospectus supplement supplements the prospectus dated July 25,
2001 of Cendant Corporation, as supplemented August 1, 2001, August 16, 2001,
August 24, 2001, September 25, 2001, October 5, 2001, November 6, 2001, December
20, 2001, March 1, 2002, May 22, 2002 and August 30, 2002 relating to the sale
by certain of our securityholders (including their pledgees, donees, assignees,
transferees, successors and others who later hold any of the selling
securityholders' interests) of up to $1,479,258,000 aggregate principal amount
at maturity of CODES and the shares of CD common stock issuable upon conversion
of the CODES. You should read this prospectus supplement in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
The following represents updated information regarding the selling
securityholders listed in the selling securityholders table in the prospectus:
Aggregate Number of
Principal Amount Shares of CD Percentage of
at Maturity of Percentage of Common Stock Shares of CD
CODES That CODES That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
- ---- ----------- ----------- ---------- --------------
Family Service Life Insurance Company.................. $ 1,000,000 * 33,400 *
Guardian Life Insurance Company of America............. $33,700,000 2.28% 1,125,580 *
Guardian Pension Trust................................. $ 2,700,000 * 90,180 *
- -------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's CODES at a conversion rate
of 33.40 shares of CD common stock per $1,000 principal amount at
maturity of the CODES. This conversion rate is subject to adjustment,
however, as described under "Description of the CODES - Conversion
Rights". As a result, the number of shares of CD common stock
issuable upon conversion of the CODES may increase or decrease in the
future. Does not include shares of CD common stock that may be issued
by us upon purchase of CODES by us at the option of the holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,036,488,745 shares of CD common stock outstanding as of September
30, 2002. In calculating this amount for each holder, we treated as
outstanding the number of shares of CD common stock issuable upon
conversion of all of that holder's CODES, but we did not assume
conversion of any other holder's CODES. Does not include shares of CD
common stock that may be issued by us upon purchase of CODES by us at
the option of the holder.
Investing in the CODES or shares of CD common stock involves risks that
are described in the "Risk Factors" section beginning on page 5 of the
prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is December 11, 2002.