Filed pursuant to Rule No. 424(b)(3)
File No. 333-83334
PROSPECTUS SUPPLEMENT NO. 9
(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, January 30, 2003 and
April 11, 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 entity that is named below as a selling
securityholder:
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)
---- ----------- ----------- ---------- --------------
Teachers Insurance and Annuity Association $1,000,000 * 41,580 *
___________
* 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
1,013,210,944 shares of CD common stock outstanding as of October 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 January 9, 2004.