As filed with the Securities and Exchange Commission on July 19, 2001.
Registration Nos. 333-
333-
333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION DELAWARE 06-0918165
CENDANT CAPITAL II DELAWARE 22-356523
CENDANT CAPITAL III DELAWARE 22-3565321
(Exact name of Registrant as (State or other jurisdiction of (I.R.S. Employer Identification No.)
specified in its charter) incorporation or organization)
9 West 57th Street
New York, NY 10019
(212) 413-1800
Fax: (212) 413-1922
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of each Registrant's Principal Executive Offices)
James E. Buckman, Esq.
Vice Chairman and General Counsel
Cendant Corporation
9 West 57th St
New York, NY 10019
(212) 413-1800
Fax: (212) 413-1923
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Vincent J. Pisano, Esq. Eric J. Bock, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Senior Vice President, Law and Secretary
4 Times Square Cendant Corporation
New York, NY 10036 9 West 57th Street
(212) 735-3000 New York, NY 10019
Fax: (212) 735-2000 (212) 413-1800
Fax: (212) 413-1922
Approximate date of commencement of proposed sale
to the public: From time to time after the effective
date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. |X|
Registration No. 333-49405, 333-49405-01, 333-49405-02
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: |_|
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed
Title of Each Class Maximum Proposed Maximum Amount of
of Securities to Amount to be Offering Price Aggregate Offering Registration
be Registered Registered per Unit Price (1) Fee
-----------------------------------------------------------------------------------------------------------------------
Debt Securities (2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value
-----------------------------------------------------------------------------------------------------------------------
Preferred Stock, par value $.01
-----------------------------------------------------------------------------------------------------------------------
Stock Purchase Units of Cendant
Corporation
-----------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts of
Cendant Corporation
-----------------------------------------------------------------------------------------------------------------------
Warrants of Cendant Corporation
-----------------------------------------------------------------------------------------------------------------------
Preferred Securities of Cendant
Capital II
-----------------------------------------------------------------------------------------------------------------------
Preferred Securities of Cendant
Capital III
-----------------------------------------------------------------------------------------------------------------------
Guarantees and backup
Undertakings of Cendant
Corporation in connection with
Preferred Securities of Cendant
Capital II and Cendant Capital III
-----------------------------------------------------------------------------------------------------------------------
Total $298,000,000(3) 100% $298,000,000(3)(4) $74,500
=======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(i).
(2) Also includes such indeterminate number of Debt Securities, shares of Common Stock, shares of
Preferred Stock, Stock Purchase Units, Stock Purchase Contracts, Guarantees and Warrants of Cendant
Corporation, or Preferred Securities of Cendant Capital II and Cendant Capital III as may be issued
upon conversion or exchange of any of the Debt Securities or Preferred Stock that provide for
conversion or exchange into other securities.
(3) Such amount represents the principal amount of any Debt Securities issued at their principal amount,
the issue price rather than the principal amount of any Debt Securities issued at original issue
discount, the liquidation preference of any Preferred Stock and the amount computed pursuant to Rule
457(i) for any Common Stock.
(4) No separate consideration will be received for Debt Securities, Preferred Stock, Common Stock, Stock
Purchase Units, Stock Purchase Contracts, Guarantees and Warrants of Cendant Corporation, or
Preferred Securities of Cendant Capital II and Cendant Capital III issuable upon conversion or
exchange of the Debt Securities or Preferred Stock and, therefore, no registration fee is required
pursuant to Rule 457(i) under the Securities Act.
--------------------------------
Explanatory Note
This registration statement is being filed in respect to the
registration of an additional number of debt securities, shares of common
stock, shares of preferred stock, stock purchase units, stock purchase
contracts, guarantees and warrants of Cendant Corporation, a Delaware
corporation, or preferred securities of Cendant Capital II and Cendant
Capital III issuable upon conversion or exchange of the debt securities or
preferred stock pursuant to Rule 462(b) under the Securities Act of 1933,
as amended. The information in the Registration Statement on Form S-3 filed
by Cendant Corporation, Cendant Capital II and Cendant Capital III with the
Securities and Exchange Commission (File Nos. 333-49405, 333-49405-01 and
333-49405-02) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference in this Registration Statement.
The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Cendant Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, in the
State of New York on July 19, 2001.
CENDANT CORPORATION
By: /s/ James E. Buckman
-----------------------------
Name: James E. Buckman
Title: Vice Chairman and General
Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on July 19 , 2001.
Signatures Title
/s/ Henry R. Silverman Chairman of the Board of Directors,
------------------------------- President, Chief Executive Officer and
Henry R. Silverman Director
/s/ James E. Buckman Vice Chairman, General Counsel and Director
-------------------------------
James E. Buckman
/s/ Stephen P. Holmes Vice Chairman and Director
-------------------------------
Stephen P. Holmes
/s/ Kevin M. Sheehan Senior Executive Vice President and Chief
------------------------------- Financial Officer (Principal Financial
Kevin M. Sheehan Officer)
/s/ Tobia Ippolito Executive Vice President, Finance and
------------------------------- Chief Accounting Officer
Tobia Ippolito
/s/ Myra J. Biblowit Director
-------------------------------
Myra J. Biblowit
/s/ The Honorable William S. Cohen Director
----------------------------------
The Honorable William S. Cohen
/s/ Leonard S. Coleman Director
-------------------------------
Leonard S. Coleman
/s/ Martin L. Edelman Director
-------------------------------
Martin L. Edelman
/s/ Dr. John C. Malone Director
-------------------------------
Dr. John C. Malone
/s/ Cheryl D. Mills Director
-------------------------------
Cheryl D. Mills
/s/ The Rt. Hon. Brian Mulroney Director
-------------------------------
The Rt. Hon. Brian Mulroney, P.C.,
LL.D.
/s/ Robert E. Nederlander Director
-------------------------------
Robert E. Nederlander
/s/ Robert W. Pittman Director
-------------------------------
Robert W. Pittman
/s/ Sheli Z. Rosenberg Director
-------------------------------
Sheli Z. Rosenberg
/s. Robert F. Smith Director
-------------------------------
Robert F. Smith
Exhibit Index
Exhibit No. Exhibit Description
5 Opinion of Eric J. Bock, Esq. regarding legality
of securities.
23.1 Consent of Deloitte & Touche LLP, Independent
Auditors, relating to Cendant Corporation.
23.2 Consent of Deloitte & Touche LLP, Independent
Auditors, relating to Avis Group Holdings, Inc.
23.3 Consent of KPMG LLP, Independent Auditors, relating
to Galileo International, Inc.
23.4 Consent of Eric J. Bock, Esq. (included as Exhibit 5).
Exhibit 5
[LETTERHEAD OF CENDANT CORPORATION]
July 19, 2001
Cendant Corporation
9 West 57th Street
New York, NY 10019
Dear Sirs:
I am acting as counsel for (i) Cendant Corporation, a Delaware
corporation (the "Company"), (ii) Cendant Capital Trust II, a statutory
business trust formed under the Business Trust Act of the State of Delaware
("Cendant Capital II") and (iii) Cendant Capital Trust III, a statutory
business trust formed under the Business Trust Act of the State of Delaware
("Cendant Capital III" and, together with Cendant Capital II, the "Cendant
Capital Trusts"). I am rendering this opinion in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed on
July 19, 2001 by the Company and the Cendant Capital Trusts with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of
$298,000,000 aggregate gross proceeds of the Company's Debt Securities,
Common Stock, Preferred Stock, Stock Purchase Units, Stock Purchase
Contracts or Warrants (the "Cendant Securities"), Preferred Securities of
the Cendant Capital Trusts and Guarantees and back-up Undertakings of the
Company in connection with Preferred Securities of the Cendant Capital
Trusts (the Guarantees and back-up Undertakings of the Company, hereinafter
the "Cendant Securities") (collectively, the "Securities"). The
Registration Statement relates to an increase in the amount of Securities
to be offered pursuant to the offering registered in Registration Statement
No. 333-49405. Capitalized terms used but not defined herein are used as
defined in the Registration Statement.
This opinion is being delivered in accordance with the
requirements of Item 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, (i) the
Registration Statement, including exhibits thereto; (ii) the Amended and
Restated Certificate of Incorporation of the Company; and (iii) the Amended
and Restated By-Laws of the Company. I have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments 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 us as originals, the conformity to original
documents of all documents submitted to us 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 Cendant Capital Trusts, 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 is by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and,
the validity and binding effect thereof on such parties. 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, trustees and other representatives of the
Company, the Cendant Capital Trusts and others.
I am admitted to the bar in the State of New York and I express no
opinion as to the laws of any jurisdiction other than (i) the General
Corporation Law of the State of Delaware, (ii) the laws of the State of New
York and (iii) the laws of the United States of America, to the extent
referred to specifically herein. The Securities may be issued from time to
time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof.
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. When (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective;
(ii) an appropriate prospectus supplement with respect to the Cendant
Securities has been prepared, delivered and filed in compliance with the
Securities Act and the applicable rules and regulations thereunder; (iii)
if the Cendant Securities are to be sold pursuant to a firm commitment
underwritten offering, the underwriting agreement with respect to the
Cendant Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the Board of Directors of the
Company, including any appropriate committee appointed thereby, and
appropriate officers of the Company have taken all necessary corporate
action to approve the issuance and terms of the Cendant Securities and
related matters; (v) the terms of the Cendant Securities and of their
issuance and sale have been duly established in conformity with the
applicable Certificate of Designation or Indenture, as the case may be, so
as not to violate any applicable law, the Amended and Restated Certificate
of Incorporation or By-Laws of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (vi) the
Securities have been duly executed and authenticated in accordance with the
provisions of the Amended and Restated Certificate of Incorporation,
Bylaws, applicable Certificate of Designation or Indenture, as applicable,
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Securities, when issued and sold in
accordance with the applicable indenture of declaration of trust, the
applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and binding purchase or agency agreement, the
Securities will be legally issued by the Company, duly authorized, fully
paid and non-assessable and, in the case of the Debt Securities, will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
3. Upon issuance, the Guarantees and back-up Undertakings of the
Company will constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with their terms
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or other similar laws now or hereafter in effect relating to creditors'
rights generally, and (b) 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
-----------------------
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-3 of our report dated July 2,
2001 (which expresses an unqualified opinion and includes explanatory
paragraphs relating to the change in certain revenue recognition policies
regarding the recognition of non-refundable one-time fees and pro rata
refundable subscription revenue and the restatement of the financial
statements to reflect the individual membership business as part of
continuing operations as discussed in Note 1), appearing in the Annual
Report on Form 10-K/A of Cendant Corporation for the year ended December
31, 2000.
/s/ Deloitte & Touche LLP
New York, New York
July 19, 2001
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-3 of our report dated January
29, 2001 (March 2, 2001, as to Note 27), appearing in the Annual Report on
Form 10-K of Avis Group Holdings, Inc. for the year ended December 31, 2000
and incorporated by reference in the Current Reports on Form 8-K of Cendant
Corporation dated July 2, 2001 and July 19, 2001.
/s/ Deloitte & Touche LLP
New York, New York
July 19, 2001
Exhibit 23.3
CONSENT OF KPMG LLP
The Board of Directors
Galileo International, Inc.:
We consent to the incorporation by reference in this registration statement
on Form S-3 of Cendant Corporation of our report dated January 26, 2001,
except as to Note 15 which is as of February 22, 2001, with respect to the
consolidated balance sheets of Galileo International, Inc. and subsidiaries
as of December 31, 2000 and 1999 and the related consolidated statements of
income, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2000, which report appears in the Form
8-K of Cendant Corporation dated July 19, 2001.
/s/ KPMG LLP
---------------
Chicago, Illinois
July 19, 2001