Filed pursuant to Rule No. 424(b)(3)
File No. 333-83334
PROSPECTUS SUPPLEMENT NO. 8
(To Prospectus dated March 15, 2002)
$1,200,000,000
CENDANT CORPORATION
3 7/8% Convertible Senior Debentures due 2011
and shares of CD common stock issuable upon conversion of the debentures
This prospectus supplement supplements the prospectus dated March 15,
2002 of Cendant Corporation, as supplemented on April 15, 2002, May 7, 2002,
May 31, 2002, July 2, 2002, August 26, 2002, January 15, 2003 and January 30,
2003, 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 $1,200,000,000
aggregate principal amount of debentures and the shares of CD common stock
issuable upon conversion of the debentures. 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 table of selling securityholders contained in the prospectus is
hereby amended to add the entities who are named below as selling
securityholders:
Aggregate Number of
Principal Amount Shares of CD Percentage of
at Maturity of Percentage of Common Stock Shares of CD
Debentures That Debentures That May Common Stock
Name May Be Sold Outstanding Be Sold(1) Outstanding(2)
---- ----------- ----------- ---------- --------------
JMG Triton Offshore Fund, Ltd................ $15,000,000 1.90% 623,700 *
McMahan Securities Co. L.P................... $40,000 * 1,663 *
___________
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's debentures at a conversion rate
of 41.58 shares of CD common stock per $1,000 principal amount of the
debentures. This conversion rate is subject to adjustment, however, as
described under "Description of Debentures--Conversion Rights". As a
result, the number of shares of CD common stock issuable upon conversion
of the debentures may increase or decrease in the future. Does not
include shares of CD common stock that may be issued by us upon purchase
of the debentures by us at the option of the holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
1,030,114,542 shares of CD common stock outstanding as of January 31,
2003. 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 debentures, but we did not assume
conversion of any other holder's debentures. Does not include shares of
CD common stock that may be issued by us upon purchase of the debentures
by us at the option of the holder.
Investing in the debentures or shares of CD common stock involves
risks that are described in the "Risk Factors" section beginning on page 14 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 April 11, 2003.