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As filed with the Securities and Exchange
Commission on September 17, 1996
Registration No. 333-11035
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
(Amendment No. 1)
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
CUC International Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 06-0918165
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
___________________
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
___________________
Cosmo Corigliano
Senior Vice President and Chief Financial Officer
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Amy N. Lipton, Esq.
Senior Vice President and General Counsel
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
___________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please 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.
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.
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED SEPTEMBER 17, 1996
120,000 SHARES
_________________
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 par value per share)
The shares (the "Shares") of common stock, $.01 par value
("Common Stock"), of CUC International Inc., a Delaware
corporation ("CUC" or the "Company") offered hereby may be
offered for sale from time to time by and for the account of
Charles Stack, a resident of Ohio (the "Selling Stockholder").
See "Selling Stockholder." The Selling Stockholder is acquiring
the Shares in connection with the acquisition by the Company of
all of the issued and outstanding capital stock of Book Stacks
Unlimited, Inc. ("Book Stacks") pursuant to the merger (the
"Merger") of BSU Acquisition Corporation, an Ohio corporation and
a wholly-owned subsidiary of the Company ("Merger Sub"), with and
into Book Stacks upon the terms and conditions of a Merger
Agreement dated as of August 7, 1996 (the "Merger Agreement"), by
and among CUC, Merger Sub, Book Stacks and the Selling
Stockholder (the closing date of such acquisition, the "Closing
Date"). Pursuant to Section 1.7(c) of the Merger Agreement, the
actual number of shares to be issued by the Company to the
Selling Stockholder pursuant to the Merger is based on $4,000,000
divided by an average of the last reported sale prices of such
shares on the New York Stock Exchange during the period of the
ten most recent trading days ending on the second business day
prior to the Closing Date. Pursuant to the Merger Agreement and
an escrow agreement to be dated as of the Closing Date (the
"Escrow Agreement") among the Company, the Selling Stockholder
and Robert T. Tucker, Esq., as escrow agent (the "Escrow Agent"),
one-eighth of the total number of Shares to be issued to the
Selling Stockholder pursuant to the Merger will be held initially
in escrow by the Escrow Agent following the closing of the
Merger, as partial security for the Selling Stockholder's
indemnity obligations under the Merger Agreement. The Selling
Stockholder may direct the Escrow Agent to sell all or part of
such escrowed Shares with the proceeds thereof remaining in
escrow.
The Company is registering the Shares as required by Section
1.10 of the Merger Agreement (the "Merger Agreement Registration
Provisions"). The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholder, but has
agreed to bear certain expenses of registration of the Shares.
See "Plan of Distribution." The Common Stock is listed on the
New York Stock Exchange under the symbol "CU." On September 16,
1996, the last reported sale price of Common Stock on the New
York Stock Exchange was $38.375 per share.
The Selling Stockholder may from time to time offer and sell
the Shares directly or through agents or broker-dealers on terms
to be determined at the time of sale. To the extent required,
the names of any agents or broker-dealers, and applicable
commissions or discounts and any other required information with
respect to any particular offer, will be set forth in an
accompanying Prospectus Supplement. See "Plan of Distribution."
The Selling Stockholder and any agents or broker-dealers that
participate with the Selling Stockholder in the distribution of
the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"),
and, in such event, any commissions received by them and any
profit on the resale of Shares may be deemed underwriting
commissions or discounts under the Securities Act. See "Plan of
Distribution" herein for a description of certain indemnification
arrangements between the Company and the Selling Stockholder.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September ___, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). In addition, in July and August
of 1996, the Company acquired three entities, namely Ideon Group,
Inc. ("Ideon"), Davidson & Associates, Inc. ("Davidson") and
Sierra On-Line, Inc. ("Sierra"), each of which was subject to the
informational requirements of the Exchange Act prior to their
acquisition by the Company, and each of which had filed reports,
proxy statements and other information with the Commission prior
to their acquisition by the Company. Such reports, proxy
statements and other information filed with the Commission by the
Company, Ideon, Davidson and Sierra can be inspected and copied
at the public reference facilities maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Regional Offices located at 7 World Trade Center, Suite
1300, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such materials can be obtained upon written
request addressed to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on the
New York Stock Exchange, and reports, proxy statements and other
information concerning the Company may be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
The Company has filed with the Commission a registration
statement on Form S-3 (together with any amendments, the
"Registration Statement") under the Securities Act, covering the
shares of Common Stock being offered by this Prospectus. This
Prospectus, which is part of the Registration Statement, does not
contain all of the information and undertakings set forth in the
Registration Statement and reference is made to such Registration
Statement, including exhibits, which may be inspected and copied
in the manner and at the locations specified above, for further
information with respect to the Company and the Common Stock.
Statements contained in this Prospectus concerning the provisions
of any document are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with
the Commission. Each such statement is qualified in its entirety
by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporation by Reference to Certain Publicly-Filed
Documents. The following documents previously filed with the
Commission by the Company are incorporated by reference into this
Prospectus:
(i) The Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1996 (the "CUC 10-
K");
(ii) The Company's Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 30, 1996 and July
31, 1996;
(iii) The Company's Current Reports on Form 8-K, as
filed with the Commission on February 21, 1996,
February 22, 1996, March 12, 1996, April 22, 1996,
August 5, 1996, August 14, 1996 and September 17, 1996
and all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since January 31, 1996 and
prior to the date of this Prospectus; and
(iv) The description of Common Stock in the
Company's registration statements on Form 8-A, as filed
with the Commission on July 27, 1984 and August 15,
1989.
Incorporation by Reference to Certain Other Publicly-Filed
Documents. In addition, all documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
termination of the offering made pursuant to the Registration
Statement shall be deemed to be incorporated by reference into
and to be a part of this Prospectus from the date of filing of
such documents. Any statement contained in a document so
incorporated by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained in this Prospectus, or in any other
subsequently filed document which is also incorporated by
reference, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to
constitute a part of this Prospectus except as so modified or
superseded.
Obtaining Copies of Documents Incorporated by Reference.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, upon the written or oral request of
any such person, a copy of any or all of the documents
incorporated by reference (not including exhibits to such
documents unless such exhibits are specifically incorporated by
reference in such documents). Requests for copies of such
documents should be directed to the Company, 707 Summer Street,
Stamford, Connecticut 06901, Attention: Secretary, telephone:
(203) 324-9261.
THE COMPANY
General
The Company is a leading technology-driven membership
services company. The Company operates its businesses through
two separate business segments, namely the membership-based
consumer services segment and the computer software segment.
Membership-Based Consumer Services Segment. The Company's
primary line of business is providing membership-based consumer
services. The Company currently has approximately 62.5 million
members in its various services. The Company provides these
services as individual, wholesale or discount program memberships
("Memberships"). These Memberships include such components as
shopping, travel, auto, dining, home improvement, vacation
exchange, lifestyle clubs, credit card and checking account
enhancement packages, financial products and discount programs.
The Company also administers insurance package programs which
generally are combined with discount shopping and travel for
credit union members, distributes welcoming packages which
provide new homeowners with discounts for local merchants and
provides travelers with value-added tax refunds. The Company
believes it is the leading provider of membership-based consumer
services of these types in the United States. The Company's
activities in this area are conducted principally through its
Comp-U-Card division and certain of the Company's wholly-owned
subsidiaries, including FISI*Madison Financial Corporation,
Benefit Consultants, Inc., Interval International Inc. and
Entertainment Publications, Inc.
The Company derives revenues from such membership-based
consumer services principally from membership fees. Membership
fees vary depending upon the particular membership program, and
annual fees to consumers generally range from $6 to $250 per
year. Most of the Company's memberships are for one-year
renewable terms, and members generally are entitled to unlimited
use during the membership period of the service for which the
member has subscribed. Members generally may cancel their
membership and obtain a full refund at any point during the
membership term.
Computer Software Segment. As noted below under "Recent
Developments," the Company recently acquired Davidson, which is a
publisher and distributor of educational and entertainment
software, and Sierra, which is an entertainment software company.
See "Recent Developments," set forth below, for a more complete
description of the respective businesses of Davidson and Sierra.
Further Information. For a more detailed description of the
various businesses of the Company, see the descriptions set forth
in the CUC 10-K and the other documents referred to above under
"Incorporation of Certain Documents by Reference" which were
previously filed with the Commission by the Company (each of
which is incorporated herein by reference).
Location of Executive Offices. The Company's executive
offices are located at 707 Summer Street, Stamford, Connecticut
06901, and its telephone number is (203) 324-9261.
RECENT DEVELOPMENTS
Book Stacks Acquisition. On August 7, 1996, the Company
entered into the Merger Agreement, which provides for the
acquisition by the Company of Book Stacks pursuant to the Merger.
Pursuant to Section 1.7(c) of the Merger Agreement, upon
consummation of the Merger, the Company will deliver to the
Selling Stockholder (x) a cash amount equal to $852,000.00 and
(y) a number of shares of Common Stock equal to $4,000,000
divided by an average of the last reported sale prices of such
shares on the New York Stock Exchange during the period of the
ten most recent trading days ending on the second business day
prior to the Closing Date. Pursuant to the Merger Agreement, the
consummation of the Merger is conditioned upon, among other
things, the Registration Statement having been declared effective
by the Commission. The parties anticipate that the Merger will
be consummated on or shortly after the date on which the
Registration Statement is declared effective by the Commission.
The acquisition of Book Stacks will be accounted for by the
Company as a purchase. Book Stacks, which is based in Cleveland,
Ohio, is an Internet-based retailer of books and related
materials. The Company's decision to acquire Book Stacks was
motivated by, among other reasons, the Company's desire to
further its long-term strategic objectives and to broaden the
Company's Internet-based and other interactive product offerings.
Ideon Acquisition. On August 7, 1996, the Company acquired
all of the outstanding stock of Ideon. The acquisition of Ideon
was effected pursuant to the terms of an Agreement and Plan of
Merger dated as of April 19, 1996 among Ideon, the Company and IG
Acquisition Corp., a wholly-owned subsidiary of the Company. The
acquisition of Ideon was accounted for as a pooling-of-interests.
Ideon, which was based in Jacksonville, Florida, is a holding
company with three principal business units, namely SafeCard
Services, Incorporated ("SafeCard"), Wright Express Corporation
("Wright Express") and National Leisure Group, Inc. ("NLG").
SafeCard, which is the largest subsidiary of Ideon, is a provider
of credit card enhancement and continuity products and services.
Wright Express is a provider of information processing,
information management and financial services to commercial car,
van and truck fleets in the United States. NLG is a provider of
vacation travel packages and cruises directly to consumers in
association with established retailers and warehouse clubs
throughout New England, New York and New Jersey and with credit
card issuers and travel club members nationwide. The Company
acquired Ideon, among other reasons, to further the Company's
long-term strategic objectives and to enhance the Company's
product offerings and complement its client and membership bases.
Davidson Acquisition. On July 24, 1996, the Company
acquired all of the outstanding stock of Davidson. The
acquisition of Davidson was effected pursuant to the terms of an
Agreement and Plan of Merger dated as of February 19, 1996 among
Davidson, the Company and Stealth Acquisition II Corp., a wholly-
owned subsidiary of the Company. The acquisition of Davidson was
accounted for as a pooling-of-interests. Davidson, which is
based in Torrance, California, develops, publishes, manufactures
and distributes high-quality educational and entertainment
software products for home and school use. The Company acquired
Davidson, among other reasons, to further the Company's long-term
strategic objectives and to broaden the Company's Internet-based
and other interactive product offerings.
Sierra Acquisition. In addition, on July 24, 1996, the
Company acquired all of the outstanding stock of Sierra. The
acquisition of Sierra was effected pursuant to the terms of an
Agreement and Plan of Merger dated as of February 19, 1996 among
Sierra, the Company and Larry Acquisition Corp., a wholly-owned
subsidiary of the Company. The acquisition of Sierra was
accounted for as a pooling-of-interests. Sierra, which is based
in Bellevue, Washington, is a leading publisher and distributor
of interactive entertainment, education and personal productivity
software titles for multimedia personal computers, including CD-
ROM-based personal computer systems, and selected emerging
platforms. The Company acquired Sierra, among other reasons, to
further the Company's long-term strategic objectives and to
broaden the Company's Internet-based and other interactive
product offerings.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Shares. All of the proceeds from the sale of the
Shares will be received by the Selling Stockholder.
SELLING STOCKHOLDER
Ownership of the Shares. All the Shares offered hereby are
owned, both beneficially and of record, by the Selling
Stockholder. As of the date of this Prospectus, other than the
Shares offered hereby, the Selling Stockholder does not own any
other shares of Common Stock or any other shares of the capital
stock of the Company. Immediately prior to giving effect to the
Merger, the Selling Stockholder was the sole stockholder of Book
Stacks. The Shares are being acquired by the Selling Stockholder
in connection with the Merger, subject to the provisions of the
Merger Agreement, and represent less than one percent (1%) of the
total outstanding shares of Common Stock. The Shares offered by
this Prospectus may be offered from time to time by the Selling
Stockholder. Since the Selling Stockholder may sell all, some or
none of its Shares, no estimate can be made of the aggregate
number of Shares that are to be offered hereby or that will be
owned by the Selling Stockholder upon completion of the offering
to which this Prospectus relates.
Merger Agreement Registration Provisions. As required by
the Merger Agreement Registration Provisions, the Company has
filed the Registration Statement, of which this Prospectus forms
a part, with respect to the sale of the Shares, and has agreed to
use its commercially reasonable efforts to keep the Registration
Statement current and effective through eighteen (18) months from
the effective date of the Registration Statement, with certain
exceptions. In addition, pursuant to the terms of the Merger
Agreement Registration Provisions, the Company will bear certain
costs of registering the Shares under the Securities Act and the
Company and the Selling Stockholder have agreed to indemnify each
other and certain other parties for certain liabilities,
including liabilities under the Securities Act, with respect to
certain inaccuracies which might be contained in this Prospectus
and the Registration Statement and the amendments and supplements
thereto. See "Plan of Distribution" below for a more complete
description of the Merger Agreement Registration Provisions.
Employment and Other Special Relationships. The parties
anticipate that the Selling Stockholder will enter into an
employment agreement with the Company to be dated as of the
Closing Date (the "Employment Agreement"), which will provide,
subject to the terms and conditions thereof, for the employment
of the Selling Stockholder by the Company for a period of three
years following the consummation of the Merger. To the best
knowledge of the Company, except for the employment of the
Selling Stockholder pursuant to the Employment Agreement, neither
the Selling Stockholder nor any of the affiliates of the Selling
Stockholder is, or has in the past three years been, a director
or officer of the Company or, to the best knowledge of the
Company, any of the Company's affiliates. Except for the
transactions contemplated pursuant to the Merger Agreement, the
Employment Agreement and the Escrow Agreement, to the best
knowledge of the Company, there is not, and there has not in the
past three years been, any material relationship between the
Company and its affiliates, on the one hand, and the Selling
Stockholder and its affiliates, on the other.
PLAN OF DISTRIBUTION
The Selling Stockholder has advised the Company that the
Shares may be sold by him from time to time on the New York Stock
Exchange or any national securities exchange or automated
interdealer quotation system on which shares of Common Stock are
then listed, or through negotiated transactions or otherwise.
The Shares will not be sold in an underwritten public offering.
The Shares will be sold at prices and on terms then prevailing,
at prices related to the then-current market price, or at
negotiated prices. The Selling Stockholder may effect sales of
the Shares directly or by or through agents, brokers or dealers
and the Shares may be sold by one or more of the following
methods: (a) ordinary brokerage transactions, (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for
its own account pursuant to this Prospectus, and (c) in "block"
sales. At the time a particular offer is made, a Prospectus
Supplement, if required, will be distributed that sets forth the
name or names of agents or broker-dealers, any commissions and
other terms constituting compensation and any other required
information. In effecting sales, broker-dealers engaged by the
Selling Stockholder and/or the purchasers of the Shares may
arrange for other broker-dealers to participate. Broker-dealers
will receive commissions, concessions or discounts from the
Selling Stockholder and/or the purchasers of the Shares in
amounts to be negotiated prior to the sale. Sales will be made
only through broker-dealers registered as such in a subject
jurisdiction or in transactions exempt from such registration.
Although there are no definitive selling arrangements between the
Selling Stockholder and any broker or dealer as of the date of
this Prospectus, the Selling Stockholder has advised the Company
that he is currently considering retaining Merrill Lynch & Co. to
act on his behalf as a broker-dealer in connection with selling
and other transactions in respect of Shares.
In connection with the distribution of the Shares, the
Selling Stockholder may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-
dealers may engage in short sales of the Shares in the course of
hedging the positions they assume with the Selling Stockholder.
The Selling Stockholder may also sell the Shares short and
redeliver the Shares to close out the short positions. The
Selling Stockholder may also enter into option or other
transactions with broker-dealers which require the delivery to
the broker-dealer of the Shares. The Selling Stockholder may
also loan or pledge the Shares to a broker-dealer and the broker-
dealer may sell the Shares so loaned or upon a default the broker-
dealer may effect sales of the pledged shares. In addition to
the foregoing, the Selling Stockholder may, from time to time,
enter into other types of hedging transactions.
In offering the Shares covered by this Prospectus, the
Selling Stockholder and any brokers, dealers or agents who
participate in a sale of the Shares by the Selling Stockholder
may be considered "underwriters" within the meaning of Section
2(11) of the Securities Act, and the compensation of any
broker/dealers may be deemed to be underwriting discounts and
commissions.
As required by the Merger Agreement Registration Provisions,
the Company has filed the Registration Statement, of which this
Prospectus forms a part, with respect to the sale of the Shares.
The Company has agreed to use its commercially reasonable efforts
to keep the Registration Statement current and effective through
eighteen (18) months from the effective date of the Registration
Statement, with certain exceptions.
The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholder. The Company will
bear certain costs of registering the Shares under the Securities
Act, including the registration fee under the Securities Act, all
other registration and filing fees, all fees and disbursements of
counsel and accountants retained by the Company and all other
expenses incurred by the Company in connection with the Company's
performance of or compliance with the Merger Agreement
Registration Provisions. The Selling Stockholder will bear
certain other costs relating to the registration of the Shares
under the Securities Act, including all underwriting discounts
and commissions, all transfer taxes and all costs of any separate
legal counsel or other advisors retained by the Selling
Stockholder.
Pursuant to the terms of the Merger Agreement Registration
Provisions, the Company and the Selling Stockholder have agreed
to indemnify each other and certain of their respective
representatives for certain liabilities, including liabilities
under the Securities Act, with respect to certain inaccuracies
which might be contained in this Prospectus and the Registration
Statement and the amendments and supplements thereto.
LEGAL MATTERS
The legality of the issuance of the Shares will be passed
upon for the Company by Peter McGonagle, a Vice President of the
Company. Mr. McGonagle holds options to acquire shares of the
Company's Common Stock.
EXPERTS
The consolidated financial statements of the Company
appearing in the Company's Annual Report (Form 10-K) for the year
ended January 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference which, as
to the years 1995 and 1994, are based in part on the report of
Deloitte & Touche LLP, independent auditors. The supplemental
consolidated financial statements of the Company included in its
Current Report (Form 8-K dated July 24, 1996) have also been
audited by Ernst & Young LLP, as set forth in their report
included therein and incorporated herein by reference which, as
to the years 1996, 1995 and 1994, are based in part on the
reports of Deloitte & Touche LLP, KPMG Peat Marwick LLP and Price
Waterhouse LLP, independent auditors. The financial statements
and the supplemental financial statements referred to above are
incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting
and auditing.
With respect to the unaudited condensed consolidated interim
financial information for the three-month periods ended April 30,
1996 and April 30, 1995 and the three-month periods and the six-
month periods ended July 31, 1996 and July 31, 1995, incorporated
by reference in this Prospectus, Ernst & Young LLP have reported
that they have applied limited procedures in accordance with
professional standards for a review of such information.
However, their separate reports, included in the Company's
Quarterly Reports on Form 10-Q for the quarters ended April 30,
1996 and July 31, 1996, incorporated herein by reference, state
that they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of
reliance on their report on such information should be restricted
considering the limited nature of the review procedures applied.
The independent auditors are not subject to the liability
provisions of Section 11 of the Securities Act for their report
on the unaudited interim financial information because that
report is not a "report" or a "part" of the Registration
Statement prepared or certified by the auditors within the
meaning of Sections 7 and 11 of the Securities Act.
The consolidated financial statements of Ideon as of
December 31, 1995 and 1994 and for the year ended December 31,
1995, the two months ended December 31, 1994 and each of the two
years in the period ended October 31, 1994 incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-
K filed with the Commission on September 17, 1996, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements and related financial
statement schedules of Davidson incorporated in this Prospectus
by reference to the Company's Current Report on Form 8-K filed
with the Commission on September 17, 1996 have been audited by
KPMG Peat Marwick LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements and related financial
statement schedule of Sierra incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K filed with
the Commission on September 17, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
The consolidated financial statements and the related
financial statement schedule of Advance Ross Corporation
incorporated in this Prospectus by reference to the Company's
Current Report on Form 8-K filed with the Commission on September
17, 1996, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein
by reference, and have been so incorporated in reliance upon the
report of such firm given upon their authority as experts in
accounting and auditing.
No dealer, salesperson or other
individual has been authorized to 120,000 SHARES
give any information or to make
any representation not contained
in this Prospectus and, if given
or made, such information or
representation must not be relied
upon as having been authorized by
the Company or the Selling CUC International Inc.
Stockholder. This Prospectus does
not constitute an offer to sell or
a solicitation of an offer to buy
the securities offered hereby in
any jurisdiction or to any person
to whom it is unlawful to make
such offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any date subsequent to the date COMMON STOCK
hereof. ($.01 par value per share)
_____________
TABLE OF CONTENTS
___________________
Page
PROSPECTUS
Available Information 2 ____________________
Incorporation of Certain Documents
By Reference 2
The Company 3
Recent Developments 4
Use of Proceeds 4 September ___, 1996
Selling Stockholder 5
Plan of Distribution 5
Legal Matters 6
Experts 6
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee $1,379.31
*Accounting Fees and Expenses 7,500.00
*Legal Fees and Expenses 0.00
*Miscellaneous 0.00
Total $8,879.31
As noted above under "Plan of Distribution", the Company has
agreed to bear certain costs of registering the Shares under the
Securities Act, including the registration fee under the
Securities Act, all other registration and filing fees, all fees
and disbursements of counsel and accountants retained by the
Company and all other expenses incurred by the Company in
connection with the Company's performance of or compliance with
the Merger Agreement Registration Provisions; such costs (or
estimates thereof) have been set forth above. The Selling
Stockholder will bear certain other costs relating to the
registration of the Shares under the Securities Act, including
all underwriting discounts and commissions, all transfer taxes
and all costs of any separate legal counsel or other advisors
retained by the Selling Stockholder.
* Estimated
Item 15.Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers
a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of
such corporation or is or was serving at the request of such
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided that such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful. A Delaware corporation may indemnify
directors, officers, employees and other agents of such
corporation in an action by or in the right of the corporation
under the same conditions, except that no indemnification is
permitted without judicial approval if the person to be
indemnified has been adjudged to be liable to the corporation.
Where a director, officer, employee or agent of the corporation
is successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to above or in defense of any
claim, issue or matter therein, the corporation must indemnify
such person against the expenses (including attorneys' fees)
which he or she actually and reasonably incurred in connection
therewith.
The registrant's By-Laws contains provisions that provide for
indemnification of officers and directors and their heirs and
distributees to the full extent permitted by, and in the manner
permissible under, the General Corporation Law of the State of
Delaware.
As permitted by Section 102(b)(7) of the General Corporation
Law of the State of Delaware, the registrant's Amended and
Restated Certificate of Incorporation contains a provision
eliminating the personal liability of a director to the
registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, subject to certain exceptions.
Pursuant to the Merger Agreement Registration Provisions, the
Selling Stockholder has agreed to indemnify the Company and its
officers, directors and controlling persons against certain
liabilities.
The registrant maintains policies insuring its officers and
directors against certain civil liabilities, including
liabilities under the Securities Act.
Item 16.Exhibits
2.1 Form of Merger Agreement dated as of August 7, 1996 by
and among CUC, BSU Acquisition Corporation, Book Stacks and the
Selling Stockholder.*
5 Opinion of Peter McGonagle as to the legal issuance of
the Common Stock to be registered.*
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Peter McGonagle (included in Exhibit 5).*
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the
Ideon Group, Inc. financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the
Davidson & Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the
Sierra financial statements).
23.6 Consent of Deloitte & Touche LLP (relating to the
Advance Ross Corporation financial statements).
24 Power of Attorney (included as part of the Signature Page
of this Registration Statement).*
________________
* Exhibits previously filed have not been refiled because no
changes have been made to the original filed exhibits.
Item 17.Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
5. Insofar as indemnification for liabilities arising under
the Securities Act, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant 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 Stamford, State of Connecticut, on this 17th day of
September, 1996.
CUC INTERNATIONAL INC.
By:/s/E. Kirk Shelton
E. Kirk Shelton
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Walter A.
Forbes and E. Kirk Shelton, and each and either of them, his or
her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any
and all amendments (including, without limitation, post-effective
amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chief Executive Officer September 17, 1996
Walter A. Forbes and Chairman of the Board
(Principal Executive Officer)
* Senior Vice President and Chief September 17, 1996
Cosmo Corigliano Financial Officer (Principal
Financial and Accounting Officer)
* Director September 17, 1996
Bartlett Burnap
* Director September 17, 1996
T. Barnes Donnelley
* Director September 17, 1996
Stephen A. Greyser
* Director September 17, 1996
Christopher K. McLeod
* Director September 17, 1996
Burton C. Perfit
Director
Robert P. Rittereiser
* Director September 17, 1996
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director September 17, 1996
E. Kirk Shelton
________________
* By: /s/ E. Kirk Shelton
E. Kirk Shelton
Attorney-in-Fact
Director
Kenneth A. Williams
Director
Janice G. Davidson
Director
Robert M. Davidson
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
2.1 Form of Merger Agreement dated as of August 7, 1996 by and
among CUC, BSU Acquisition Corporation, Book Stacks and the Selling
Stockholder.*
5 Opinion of Peter McGonagle as to the legal issuance of the
Common Stock to be registered.*
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Peter McGonagle (included in Exhibit 5).*
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP (relating to the Ideon
Group, Inc. financial statements).
23.4 Consent of KPMG Peat Marwick LLP (relating to the
Davidson & Associates, Inc. financial statements).
23.5 Consent of Deloitte & Touche LLP (relating to the Sierra
financial statements).
23.6 Consent of Deloitte & Touche LLP (relating to the Advance
Ross Corporation financial statements).
24 Power of Attorney (included as part of the Signature Page of
this Registration Statement).*
________________
* Exhibits previously filed have not been refiled because no
changes have been made to the original filed exhibits.
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of CUC International Inc. for the registration of
120,000 shares of its common stock and to the incorporation by
reference therein of our report dated March 19, 1996, with
respect to the consolidated financial statements of CUC
International Inc. included in its Annual Report on Form 10-K for
the year ended January 31, 1996 and our report dated September
12, 1996 with respect to the supplemental consolidated financial
statements of CUC International Inc. included in its Current
Report on Form 8-K dated July 24, 1996, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
September 17, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of the Registration Statement on
Form S-3 of CUC International Inc. of our reports dated February
2, 1996 and December 5, 1994, relating to the consolidated
financial statements of Ideon Group, Inc., which appears in the
Current Report on Form 8-K of CUC International Inc. dated on or
about September 12, 1996. We also consent to the reference to us
under the heading "Experts."
PRICE WATERHOUSE LLP
Tampa, Florida
September 12, 1996
Exhibit 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Davidson & Associates, Inc.
We consent to the incorporation by reference in the registration
statement (No. 333-11035) on Form S-3 of CUC International Inc.
of our report dated February 21, 1996 with respect to the
consolidated balance sheets of Davidson & Associates, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of earnings, shareholders' equity, and
cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the Form 8-K of CUC
International Inc. dated July 24, 1996, and to the reference to
our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Long Beach, California
September 11, 1996
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CUC International Inc. on Form S-3 of our report
dated June 24, 1996 (relating to the consolidated financial
statements of Sierra On-Line, Inc. and subsidiaries for the year
ended March 31, 1996, not presented separately therein),
appearing in the CUC International Inc. Form 8-K (filed with the
Securities and Exchange Commission on or about September 12,
1996) and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Seattle, Washington
September 12, 1996
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CUC International Inc. on Form S-3 of our report
dated March 13, 1995 (relating to the financial statements of
Advance Ross Corporation as of December 31, 1994 and for the
years ended December 31, 1994 and 1993, not presented separately
therein), appearing in the CUC International Inc. Form 8-K (filed
with the Securities and Exchange Commission on or about September
12, 1996) and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
September 11, 1996
Exhibit 15
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
September 17, 1996
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the
Registration Statement (Form S-3) of CUC International Inc. for
the registration of 120,000 shares of its common stock of our
reports dated May 22, 1996 and September 4, 1996 relating to the
unaudited condensed consolidated interim financial statements of
CUC International Inc. that are included in its Quarterly Reports
on Form 10-Q for the quarters ended April 30, 1996 and July 31,
1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our
reports are not a part of the registration statement prepared or
certified by accountants within the meaning of Section 7 or 11 of
the Securities Act of 1933.
ERNST & YOUNG LLP
Stamford, Connecticut