View:
As filed with the Securities and Exchange Commission on December 5, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-3
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.
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed
to be Maximum Maximum Amount of
Title of Shares to be Registered Aggregate Aggregate Registration
Registered Price Offering Fee
Per Unit Price
Common Stock, par value
$.01 per share 1,155,733 $25.31(1) $29,251,602(1) $8,864.12
(1) Estimated solely for purposes of calculating the registration fee as
provided pursuant to Rule 457(c) promulgated under the Securities Act of
1933, as amended, based on the average of the high and low prices reported
by the New York Stock Exchange, Inc. Composite Tape as of December 4, 1996.
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED DECEMBER 5, 1996
1,155,733 SHARES
_________________
CUC INTERNATIONAL INC.
COMMON STOCK
($.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 G.
Patrick Kevlin, Phillip A. Bogner, J. Michael Kevlin, the George
Patrick Kevlin Trust, the James Michael Kevlin Trust and George
M. Kevlin (collectively, the "Selling Stockholders"). See
"Selling Stockholders." The Selling Stockholders acquired the
Shares in connection with the acquisition (the "Acquisition") by
FISI*Madison Financial Corporation, a wholly-owned subsidiary of
the Company ("FISI"), of substantially all of the assets and
liabilities of Kevlin Services, Incorporated ("Kevlin Services"),
on August 29, 1996 (the "Closing Date"). Prior to the
Acquisition, the Selling Stockholders held all of the issued and
outstanding capital stock of Kevlin Services. The Acquisition
was entered into pursuant to the terms of an Agreement and Plan
of Reorganization dated August 29, 1996 (the "Acquisition
Agreement"), by and among the Company, FISI, Kevlin Services,
Value Action Marketing, Inc. ("VAM") and the Selling
Stockholders. The aggregate purchase price for the Acquisition
was $26,370,000, which was paid through the issuance by the
Company of 1,155,733 shares of Common Stock (after giving effect
to the Company's recent 3-for-2 stock split).
Pursuant to the Acquisition Agreement and an Escrow
Agreement dated August 28, 1996 (the "Escrow Agreement") among
the Company, FISI, VAM, the Selling Stockholders and American
Escrow Company, as escrow agent (the "Escrow Agent"), 103,870
(after giving effect to the Company's 3-for-2 stock split) of the
1,155,733 shares of Company common stock delivered in connection
with the Acquisition are being held in escrow by the Escrow Agent
to secure potential future indemnity claims against the Selling
Stockholders under the Acquisition Agreement. If no claims have
been asserted by FISI against the escrowed portion of the Shares
prior to the earlier of (x) April 30, 1997, or (y) the date of
issuance by the Company of its audited financial statements for
the fiscal year ending on January 31, 1997, the Escrow Agent will
release such escrowed Shares to the Selling Stockholders
following such date; otherwise all, a portion of or none of such
escrowed Shares will be released to the Selling Stockholders
based upon and following the resolution of any such claims.
In connection with the Acquisition and the Acquisition
Agreement, the Company and the Selling Stockholders also entered
into a Registration Rights Agreement, also dated August 29, 1996
(the "Registration Rights Agreement"). The Company is
registering the Shares as required by the provisions of the
Registration Rights Agreement. The Company will not receive any
of the proceeds from the sale of the Shares by the Selling
Stockholders, 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 December 4, 1996, the last reported sale price
of Common Stock on the New York Stock Exchange was $25.30 per
share.
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 , 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, and at the Commission's Web site at (http://www.sec.gov).
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 of 1933, as
amended (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, September 17, 1996,
September 19, 1996, September 26, 1996, October 7, 1996
and October 28, 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, including any amendment or report filed for the
purposes of updating such description.
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-based consumer services company. The Company operates
its businesses through two separate business segments, namely the
membership-based consumer services segment and the interactive
media segment.
Membership-Based Consumer Services Segment. The Company's
primary line of business is providing membership-based consumer
services, which provide more than 62.5 million customers
worldwide with access to a variety of services, including home
shopping, travel, insurance, automobile, dining, home
improvement, lifestyle club, checking account enhancement,
discount coupon and other services. The Company provides such
services as individual, wholesale or discount program memberships
("memberships") and derives its revenues from these services
principally through membership fees. Individual memberships,
whereby members pay directly for services and the Company pays
the associated marketing costs, include Shoppers Advantager,
Travelers Advantager, Autovantager and insurance products;
individual membership fees generally range between $10 and $250
per year. Wholesale memberships include credit card and checking
account enhancement packages sold through banks and credit
unions, and insurance products sold through credit unions, for
which the Company acts as a third-party administrator; fees for
these memberships generally range between $6 and $50 per year.
Discount program memberships, which are sold primarily through
fund-raising institutions or merchant-sponsored or general
advertising, include the Entertainmentr and Gold Cr coupon book
programs; fees for these memberships generally range between $10
and $50 per year.
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, Benefit
Consultants, Inc., Interval International Inc. and Entertainment
Publications, Inc.
Interactive Media Segment. As noted below under "Recent
Developments," the Company recently acquired Davidson and Sierra.
Davidson and Sierra develop, publish, manufacture and distribute
high-quality educational/ entertainment ("edutainment") and
personal productivity (or "how to") interactive multimedia
products for home and school use. These products incorporate
characters, themes, sound, graphics, music and speech in ways
that the Company believes are engaging to the user, and are
designed for multimedia personal computers, including CD-ROM-
based personal computer systems, and selected emerging platforms.
Davidson's and Sierra's products are offered through a variety of
distribution channels, including specialty retailers, mass
merchandisers, discounters and schools. See "Recent
Developments," set forth below, for a further description of such
acquisitions.
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, Ideon,
Davidson and Sierra (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
Ideon Acquisition. On August 7, 1996, the Company acquired
all of the outstanding stock of Ideon for a purchase price of
approximately $393.0 million (the "Ideon Acquisition"). Pursuant
to the Ideon Acquisition, approximately 16.6 million shares of
Common Stock were issued to the former holders of Ideon stock.
The acquisition of Ideon was accounted for as a pooling-of-
interests. Ideon is a holding company with three principal
business units: 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.
Davidson Acquisition. On July 24, 1996, the Company
acquired all of the outstanding stock of Davidson for a purchase
price of approximately $1.0 billion (the "Davidson Acquisition").
Pursuant to the Davidson Acquisition, approximately 45.1 million
shares of Common Stock were issued to the former holders of
Davidson stock.. The Davidson Acquisition was accounted for as a
pooling-of-interests. See "The Company - Interactive Media
Segment."
Sierra Acquisition. In addition, on July 24, 1996, the
Company acquired all of the outstanding stock of Sierra for a
purchase price of approximately $858.0 million (the "Sierra
Acquisition"). Pursuant to the Sierra Acquisition, approximately
38.4 million shares of Common Stock were issued to the former
holders of Sierra stock.. The Sierra Acquisition was accounted
for as a pooling-of-interests. See "The Company - Interactive
Media Segment."
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 Stockholders.
SELLING STOCKHOLDERS
Ownership of the Shares. All the Shares offered hereby are
owned, both beneficially and of record, by the Selling
Stockholders. Of the 1,155,733 Shares which are being registered
in connection with this Prospectus, 1,521 are held by G. Patrick
Kevlin, 76,697 are held by Phillip A. Bogner, 1,521 are held by
J. Michael Kevlin, 231,069 are held by the George Patrick Kevlin
Trust, 269,398 are held by the James Michael Kevlin Trust and
575,527 are held by George M. Kevlin; however, as mentioned on
the first page of this Prospectus, 103,870 of the 1,155,733
Shares listed above (representing approximately 9% of the total
number of Shares held by each Selling Stockholder) are being held
in escrow by the Escrow Agent to secure potential future
indemnity claims against the Selling Stockholders under the
Acquisition Agreement. As of the date of this Prospectus, other
than the Shares offered hereby, the Selling Stockholders do 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 Acquisition, the Selling Stockholders were the sole
stockholders of Kevlin Services. The Shares were acquired by the
Selling Stockholders in connection with the Acquisition and the
provisions of the Acquisition 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 Stockholders. Since the Selling Stockholders
may sell all, some or none of their 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 Stockholders upon
completion of the offering to which this Prospectus relates.
Registration Rights Agreement. As required by the
Registration Rights Agreement, the Company has filed the
Registration Statement, of which this Prospectus forms a part,
with respect to the resale of the Shares, and has agreed to use
its reasonable best efforts to keep the Registration Statement
current and effective through the earlier of (x) six (6) months
after the date on which the Registration Statement has been
declared effective by the Commission (subject to certain
exceptions), (y) the first date on which the Selling Shareholders
are permitted to resell such Shares pursuant to the provisions of
Rule 144 promulgated under the Securities Act, or (z) the date
upon which there shall cease to be any Shares held by the Selling
Shareholders. In addition, pursuant to the terms of the
Registration Rights Agreement, the Company will bear certain
costs of registering the Shares under the Securities Act and the
Company, on the one hand, and the Selling Stockholders, on the
other hand, 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 further description of the Registration
Rights Agreement.
Employment and Other Special Relationships. In addition to
the Acquisition Agreement, the Registration Rights Agreement and
the Escrow Agreement, two of the Selling Stockholders, George M.
Kevlin and G. Patrick Kevlin, entered into employment and non-
competition agreements with FISI on August 29, 1996 which
provide, subject to the terms and conditions thereof, for the
employment of such Selling Stockholders by FISI for a period of
two years following the consummation of the Acquisition, in the
case of George M. Kevlin, and six months following the
consummation of the Acquisition, in the case of G. Patrick
Kevlin. To the best knowledge of the Company, except for the
employment of the Selling Stockholders pursuant to such
employment and non-competition agreements, neither the Selling
Stockholders nor any of the affiliates of the Selling
Stockholders are, 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 Acquisition Agreement,
the Registration Rights Agreement, the Escrow Agreement and such
employment and non-competition agreements, 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 Stockholders and
their respective affiliates, on the other.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the
Shares may be sold by them 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders and any broker or dealer as of the date of
this Prospectus, the Selling Stockholders have advised the
Company that they are currently considering retaining Bear,
Stearns & Co. Inc. to act on their 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 Stockholders 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 Stockholders.
The Selling Stockholders may also sell the Shares short and
redeliver the Shares to close out the short positions. The
Selling Stockholders may also enter into option or other
transactions with broker-dealers which require the delivery to
the broker-dealer of the Shares. The Selling Stockholders 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 Stockholders may, from time to time,
enter into other types of hedging transactions.
In offering the Shares covered by this Prospectus, the
Selling Stockholders and any brokers, dealers or agents who
participate in a sale of the Shares by the Selling Stockholders
may be considered "underwriters" within the meaning of Section
2(11) of 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.
The Company will not receive any of the proceeds from the
sale of the Shares by the Selling Stockholders. Pursuant to the
Registration Rights Agreement, 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, all printing
expenses (if any) and all other expenses incurred by the Company
in connection with the Company's performance of or compliance
with the Registration Rights Agreement. The Selling Stockholders
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 Stockholders.
Pursuant to the terms of the Registration Rights Agreement,
the Company and the Selling Stockholders 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 Shares will be passed upon for the
Company by Amy N. Lipton, Esq. Ms. Lipton is the Senior Vice
President and General Counsel of the Company and holds Common
Stock and options to acquire shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the
Company appearing in the CUC 10-K 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 ended January 31, 1995 and 1994, are based
in part on the report of Deloitte & Touche LLP, independent
auditors of Advance Ross Corporation. The Supplemental
Consolidated Financial Statements of the Company included in its
Current Report on Form 8-K dated July 24, 1996 (which was filed
with the Commission on September 17, 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 ended January 31, 1996, 1995 and 1994, are based in part on
the reports of Deloitte & Touche LLP, independent auditors of
Sierra, KPMG Peat Marwick LLP, independent auditors of Davidson,
and Price Waterhouse LLP, independent auditors of Ideon. The
financial statements and schedule and the Supplemental
Consolidated 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 report, 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 with respect to 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 and the Supplemental
Consolidated Financial Statements included in the CUC 10-K and in
the Company's Current Report on Form 8-K filed on September 17,
1996, respectively, and the unaudited condensed consolidated
interim financial information included in the Company's Quarterly
Reports referred to above have not been adjusted to give effect
to the three-for-two stock split of the Common Stock effected on
October 21, 1996.
The consolidated financial statements of Ideon as of
December 31, 1995 and 1994 and as of October 31, 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 upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
accounting and auditing.
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 as of March 31, 1996 and 1995 and
for the three years in the period ended March 31, 1996,
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 schedules 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 dated March 13, 1995, 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 1,155,733 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.
Stockholders. 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 COMMON STOCK
to the date 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 , 1996
Selling Stockholders 4
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 $8,864.12
*Accounting Fees and Expenses 7,500.00
*Legal Fees and Expenses 0.00
*Miscellaneous 0.00
Total $16,364.12
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, all printing fees (if any) and all other expenses
incurred by the Company in connection with the Company's
performance of or compliance with the Registration Rights
Agreement; such costs (or estimates thereof) have been set forth
above. The Selling Stockholders 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 Registration Rights Agreement, the Selling
Stockholders has agreed to indemnify against certain liabilities
the Company, affiliates of the Company and any other person who
participates in the offering or sale of such securities on the
Company's behalf.
The registrant maintains policies insuring its officers and
directors against certain civil liabilities, including
liabilities under the Securities Act.
Item 16.Exhibits
5 Opinion of Amy N. Lipton, Esq. as to the legality of the
Common Stock to be registered.
15 Letter from Ernst & Young LLP re: Unaudited Interim
Financial Information.
23.1 Consent of Amy N. Lipton, Esq. (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 On-Line, Inc. 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).
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 5th day of
December, 1996.
CUC INTERNATIONAL INC.
By:/s/Walter A. Forbes
Walter A. Forbes
Chief Executive Officer and
Chairman of the Board of Directors
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
/s/Walter A. Forbes Chief Executive Officer December 5, 1996
Walter A. Forbes and Chairman of the Board
(Principal Executive Officer)
/s/Cosmo Corigliano Senior Vice President and December 5, 1996
Cosmo Corigliano and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/Bartlett Burnap Director December 5, 1996
Bartlett Burnap
/s/T. Barnes Donnelley Director December 5, 1996
T. Barnes Donnelley
/s/Stephen A. Greyser Director December 5, 1996
Stephen A. Greyser
/s/Christopher K. McLeod Director December 5, 1996
Christopher K. McLeod
/s/Burton C. Perfit Director December 5, 1996
Burton C. Perfit
/s/Robert P. Rittereiser Director December 5, 1996
Robert P. Rittereiser
/s/Stanley M. Rumbough, Jr. Director December 5, 1996
Stanley M. Rumbough, Jr.
/s/E. Kirk Shelton Director December 5, 1996
E. Kirk Shelton
/s/Kenneth A. Williams Director December 5, 1996
Kenneth A. Williams
/s/Janice G. Davidson Director December 5, 1996
Janice G. Davidson
/s/Robert M. Davidson Director December 5, 1996
Robert M. Davidson
INDEX TO EXHIBITS
Sequentially Numbered
Exhibit Page
5 Opinion of Amy N. Lipton, Esq. as to the legality of the
Common Stock to be registered.
15 Letter from Ernst & Young LLP re: Unaudited Interim
Financial Information.
23.1 Consent of Amy N. Lipton, Esq. (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
On-Line, Inc. 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).
Exhibit 5
December 5, 1996
CUC International Inc.
707 Summer Street
Stamford, Conn. 06901
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by CUC International
Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended, of
approximately 1,155,733 shares of common stock, par value $.01
per share, of the Company (the "Common Stock"). The Registration
Statement is being filed in connection with a proposed secondary
offering and sale of shares of the Common Stock, which shares
were issued pursuant to the provisions of an Agreement and Plan
of Reorganization dated August 29, 1996 (the "Acquisition
Agreement") by and among the Company, FISI*Madison Financial
Corporation, Kevlin Services, Incorporated, Value Action
Marketing, Inc. and certain other parties thereto.
In connection with the foregoing, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of the Registration Statement and the Acquisition
Agreement and of such corporate records, certificates of public
officials and other documents as I have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In
such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as original
documents, the conformity to original documents of all documents
submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies.
As to any facts material to this opinion which I did
not independently establish or verify, I have relied upon
statements and representations of the Company and its officers
and agents and on certain certificates of public officials
(including those of the Delaware Secretary of State).
Based upon and subject to the foregoing, I am of the
opinion that the shares of Common Stock being registered pursuant
to the Registration Statement were legally issued and are fully
paid and non-assessable.
I hereby consent to the filing of a copy of this
opinion as an exhibit to the Registration Statement and to the
use of my name wherever appearing in such Registration Statement,
including any amendment thereto.
Very truly yours,
/s/ Amy N. Lipton
Amy N. Lipton
Senior Vice President
and General Counsel
Exhibit 15
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15 -- LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
December 2, 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 1,155,733 shares (post- split) 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
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
1,155,734 shares (post-split) of its common stock and to the
incorporation by reference therein to 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
December 2, 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., filed with
the Securities and Exchange Commission on or about September 17,
1996. We also consent to the reference to us under the heading
"Experts."
PRICE WATERHOUSE LLP
Tampa, Florida
December 2, 1996
Exhibit 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Davidson & Associates, Inc.
We consent to the incorporation herein 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, and to
the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
Long Beach, California
December 3, 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. Current Report on Form 8-
K (filed with the Securities and Exchange Commission on September
17, 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
December 2, 1996
Exhibit 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement, relating to 1,155,734 shares of Common Stock 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 September 17, 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
December 2, 1996