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PROSPECTUS
_________________
1,155,733 SHARES
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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 12, 1996, the last reported sale price
of Common Stock on the New York Stock Exchange was $23.875 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 December 13, 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, July
31, 1996 and October 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 Advantage,
Travelers Advantage, Autovantage 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 Entertainment and Gold C 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
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Page
PROSPECTUS
Available Information 2 ____________________
Incorporation of Certain Documents
By Reference 2
The Company 3
Recent Developments 4
Use of Proceeds 4 December 13, 1996
Selling Stockholders 4
Plan of Distribution 5
Legal Matters 6
Experts 6