-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OuyEJUtzgDa+wmMOjbiOSzh1iHCz/dWit4zrzNjXpy23+VH7YiwBl/WeVht5XHSr efYiR0Y8ce4u7wReV7z34g== 0000017283-00-000077.txt : 20000214 0000017283-00-000077.hdr.sgml : 20000214 ACCESSION NUMBER: 0000017283-00-000077 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: CAPITAL RESEARCH & MANAGEMENT CO GROUP MEMBERS: THE INVESTMENT COMPANY OF AMERICA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENDANT CORP CENTRAL INDEX KEY: 0000723612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 060918165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-34719 FILM NUMBER: 533599 BUSINESS ADDRESS: STREET 1: 9 W 57TH ST 57TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124131800 MAIL ADDRESS: STREET 1: 707 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: CUC INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMP U CARD INTERNATIONAL INC DATE OF NAME CHANGE: 19870914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL RESEARCH & MANAGEMENT CO CENTRAL INDEX KEY: 0000017283 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 951411037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 333 SOUTH HOPE ST STREET 2: 55TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134869200 MAIL ADDRESS: STREET 1: 333 SOUTH HOPE STREET STREET 2: 55TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20594 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cendant Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 151313103 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Capital Research and Management Company 95-1411037 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER NONE 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 96,935,640 PERSON WITH 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,935,640 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.6% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Investment Company of America 95-1426645 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 38,300,000 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING NONE PERSON WITH 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,300,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.4% 12 TYPE OF REPORTING PERSON* IV *SEE INSTRUCTION BEFORE FILLING OUT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. 2 Item 1(a) Name of Issuer: Cendant Corporation Item 1(b) Address of Issuer's Principal Executive Offices: 9 W. 57th Street New York, NY 10019 Item 2(a) Name of Person(s) Filing: Capital Research and Management Company and The Investment Company of America Item 2(b) Address of Principal Business Office: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 151313103 Item 3 The person(s) filing is(are): (d) [X] Investment Company registered under Section 8 of the Investment Company Act. (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Item 4 Ownership Capital Research and Management Company, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 is deemed to be the beneficial owner of 96,935,640 shares or 13.6% of the 714,783,060 shares of Common Stock believed to be outstanding as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The Investment Company of America, an investment company registered under the Investment Company Act of 1940, which is advised by Capital Research and Management Company, is the beneficial owner of 38,300,000 shares or 5.4% of the 714,783,060 shares of Common Stock believed to be outstanding. Shares reported by Capital Research and Management Company includes 3,500,100 shares resulting from the assumed conversion of 3,367,100 shares of the 7.50% Convertible Preferred PRIDES, due 2049; and 257,960 shares resulting from the assumed conversion of $7,900,000 principal amount of the CUC International-Cendant 3.00% Convertible Subordinate Note 144A, due 2002. Item 5 Ownership of 5% or Less of a Class: [ ] Item 6 Ownership of More than 5% on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of the Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2000 (For the period ended December 31, 1999) Signature: *Paul G. Haaga, Jr. Name/Title: Paul G. Haaga, Jr., Executive Vice President Capital Research and Management Company Date: February 10, 2000 (For the period ended December 31, 1999) Signature: *Anne M. Llewellyn Name/Title: Anne M. llewellyn, Vice President The Investment Company of America CUSIP: 151313103 Page 5 of 7 *By James P. Ryan Attorney-in-fact Signed pursuant to a Power of Attorney dated January 18, 2000 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Research and Management Company on February 10, 2000 with respect to 3COM Corporation. CUSIP: 151313103 Page 6 of 7 AGREEMENT Los Angeles, CA February 10, 2000 Capital Research and Management Company ("CRMC") and The Investment Company of America ("ICA") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of Common Stock issued by Cendant Corporation. CRMC and ICA state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CRMC and ICA are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL RESEARCH AND MANAGEMENT COMPANY BY: *Paul G. Haaga, Jr. Paul G. Haaga, Jr., Executive Vice President Capital Research and Management Company THE INVESTMENT COMPANY OF AMERICA BY: *Anne M. Llewellyn Anne M. llewellyn, Vice President The Investment Company of America *By James P. Ryan Attorney-in-fact Signed pursuant to a Power of Attorney dated January 18, 2000 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Research and Management Company on February 10, 2000 with respect to 3COM Corporation -----END PRIVACY-ENHANCED MESSAGE-----