UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 10, 1998 (MARCH 5,
1998)
CENDANT CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-10308 06-0918165
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
6 SYLVAN WAY, PARSIPPANY, NJ 07054
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 973-428-9700
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NOT APPLICABLE
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FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT
ITEM 5. OTHER EVENTS.
On March 5, 1998, Cendant Corporation ("Cendant") entered
into a Distribution Agreement in connection with the
establishment of a program for the offering of up to
$1,010,000,000 aggregate principal amount of fixed and
floating rate Medium-Term Notes (the "Notes") under Cendant's
shelf Registration Statement on Form S-3 (Registration No.
333-45227).
Copies of the Distribution Agreement, the Officers'
Certificate delivered pursuant to the Indenture (the
"Indenture"), dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of New
York, as trustee, the forms of fixed and floating rate Notes
and the Indenture are being filed as exhibits to this Current
Report on Form 8-K, and hereby are incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(c) Exhibits.
1.1 Distribution Agreement, dated March 5,
1998, among Cendant Corporation, Bear,
Stearns & Co. Inc., Chase Securities Inc.,
Lehman Brothers and Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
4.1 Officers' Certificate of Cendant
Corporation, dated March 5, 1998, delivered
pursuant to the terms of the Indenture,
dated as of February 24, 1998, between
Cendant Corporation and The Bank of Nova
Scotia Trust Company of New York.
4.2 Indenture , dated as of February 24, 1998,
between Cendant Corporation and The Bank of
Nova Scotia Trust Company of New York, as
trustee, (incorporated by reference to
Exhibit 4.4 to Cendant's Current Report on
Form 8-K dated March 6, 1998).
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4.3 Form of Fixed Rate Note.
4.4 Form of Floating Rate Note.
5.1 Opinion of Eric J. Bock regarding the
legality of the Notes registered in the
Registration Statement on Form S-3 (File
No. 333-45227).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Cendant Corporation
(Registrant)
Date: March 9, 1998 By: /s/ Jeanne M. Murphy
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Jeanne M. Murphy
Senior Vice President, Corporate
Counsel and Assistant Secretary
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EXHIBIT INDEX
Exhibit
No. Description
1.1 Distribution Agreement, dated March 5, 1998, among Cendant Corpo-
ration, Bear, Stearns & Co. Inc., Chase Securities Inc., Lehman
Brothers and Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner &
Smith Incorporated.
4.1 Officers' Certificate of Cendant Corporation, dated March 5, 1998,
delivered pursuant to the terms of the Indenture, dated as of
February 24, 1998, between Cendant Corporation and The Bank of Nova
Scotia Trust Company of New York.
4.2 Indenture, dated as of February 24, 1998, between Cendant
Corporation and The Bank of Nova Scotia Trust Company of New York,
as trustee, (incorporated by reference to Exhibit 4.4 to Cendant's
Current Report on Form 8-K dated March 6, 1998).
4.3 Form of Fixed Rate Note.
4.4 Form of Floating Rate Note.
5.1 Opinion of Eric J. Bock regarding the legality of the Notes
registered in the Registration Statement on Form S-3 (File No.
333-45227).
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