View:
PROSPECTUS
_________________
5,622,327 SHARES
_________________
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 par value per share)
_________________
The 5,622,327 shares (the "Shares") of common stock, $.01
par value ("Common Stock"), of CUC International Inc., a Delaware
corporation ("CUC" or the "Company") which may be offered for
sale from time to time pursuant to this Prospectus consist of (A)
2,176,476 Shares (the "Plextel Shares") issued to Pierre Durand,
Michael Low and Martin Stoller (the "Plextel Selling
Stockholders") in connection with the acquisition (the "Plextel
Acquisition") by CUC of all of the outstanding shares of capital
stock of Plextel Telecommunications, Inc., an Illinois
corporation ("Plextel"), and (B) up to 3,445,851 Shares (the
"Numa Shares") expected to be issued to Sandra Haslinger (the
"Numa Selling Stockholder", and together with the Plextel Selling
Stockholders, the "Selling Stockholders") in connection with the
acquisition (the "Numa Acquisition") by CUC of substantially all
of the assets and liabilities of Numa Corporation, an Ohio
corporation ("Numa"); the actual number of Numa Shares to be
issued by CUC to the Numa Selling Stockholder will be based on
$73,500,000 (subject to certain adjustments) divided by an
average of the trading prices of such Shares during a specified
period preceding the Numa Acquisition. See "Selling
Stockholders."
The Plextel Acquisition was entered into pursuant to the
terms of a Stock Purchase Agreement dated November 26, 1996 (the
"Plextel Acquisition Agreement") by and among the Company,
Plextel Holdings, Inc., Plextel and the Plextel Selling
Stockholders. The aggregate purchase price paid by the Company
in connection with the Plextel Acquisition was approximately
$53,000,000 which was paid through the issuance by the Company to
the Plextel Selling Stockholders of the Plextel Shares. The Numa
Acquisition is being entered into pursuant to the terms of an
Asset Purchase Agreement dated January 8, 1997 (the "Numa
Acquisition Agreement") by and among the Company, the Numa
Selling Stockholder and certain other parties, as well as
pursuant to the terms of an Escrow Agreement to be dated as of
the date of consummation of the Numa Acquisition (the "Escrow
Agreement") by and among the Company, the Numa Selling
Stockholder, Robert Tucker, Esq., as escrow agent (the "Escrow
Agent"), and certain other parties. The aggregate purchase price
to be paid by the Company in connection with the Numa Acquisition
is approximately $73,500,000 (subject to certain adjustments),
which will be paid through the issuance by the Company to the
Numa Selling Stockholder of the Numa Shares (provided that up to
234,412 Shares out of the total number of Numa Shares will be
held in escrow by the Escrow Agent to secure certain potential
indemnity claims against the Numa Selling Stockholder). See
"Selling Stockholders."
The Company is registering the Shares as required pursuant
to certain registration rights granted to the respective Selling
Stockholders. 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 "Selling Stockholders." The Common Stock is listed on the
New York Stock Exchange ("NYSE") under the symbol "CU." On
January 23, 1997, the last reported sale price of Common Stock on
the NYSE was $26.50 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 February 3, 1997.
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 NYSE, and
reports, proxy statements and other information concerning the
Company may be inspected at the offices of the NYSE, 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, October 28, 1996, January 22, 1997 and January
31, 1997 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 63.8 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*Madison
Financial Corporation, 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
PLEXTEL SELLING STOCKHOLDERS
Ownership of the Plextel Shares. All of the Plextel Shares
offered hereby are owned, both beneficially and of record, by the
Plextel Selling Stockholders. Each of the three Plextel Selling
Stockholders holds one-third of the 2,176,476 Plextel Shares
which are being registered in connection with this Prospectus.
As of the date of this Prospectus, other than the Plextel Shares
offered hereby, the Plextel 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
Plextel Acquisition, the Plextel Selling Stockholders were the
sole stockholders of Plextel. The Plextel Shares were acquired
by the Plextel Selling Stockholders in connection with the
Plextel Acquisition and the provisions of the Plextel Acquisition
Agreement, and represent less than one percent (1%) of the total
outstanding shares of Common Stock. The Plextel Shares offered
by this Prospectus may be offered from time to time by the
Plextel Selling Stockholders. Since the Plextel Selling
Stockholders may sell all, some or none of their Shares, no
estimate can be made of the aggregate number of Plextel Shares
that are to be offered hereby or that will be owned by the
Plextel Selling Stockholders upon completion of the offering to
which this Prospectus relates. Pursuant to the Plextel
Acquisition Agreement, the Plextel Selling Stockholders have
agreed to not sell the Plextel Shares until the date on which CUC
issues to the public its unaudited consolidated financial
statements which report financial results covering at least 30
days of the post-closing combined operations of the Company and
Plextel (the Company has agreed to issue such financial
statements within sixty days of the January 6, 1997 consummation
of the Plextel Acquisition).
Registration Rights of the Plextel Selling Stockholders.
The Company is registering the Plextel Shares as required
pursuant to certain registration rights granted to the Plextel
Selling Stockholders upon the terms and conditions set forth in
the Plextel Acquisition Agreement (the "Plextel Registration
Rights Provisions"). In connection with the Plextel Registration
Rights Provisions (as well as the Numa Registration Rights
Provisions referred to below), the Company has filed the
Registration Statement, of which this Prospectus forms a part,
with respect to the resale of the Plextel Shares, and has agreed
to use its commercially reasonable efforts to keep the
Registration Statement current and effective through the earlier
of (x) the first date on which the Plextel Selling Stockholders
are permitted to resell such Plextel Shares pursuant to the
provisions of Rule 144 promulgated under the Securities Act, or
(y) the date upon which there shall cease to be any Plextel
Shares held by the Plextel Selling Stockholders. In addition,
pursuant to the Plextel Registration Rights Provisions, the
Company will bear certain costs of registering the Plextel Shares
under the Securities Act, including the registration fee under
the Securities Act, all other registration, qualification and
filing fees, all fees and expenses of legal counsel, accountants
and other persons retained by the Company, and all other expenses
incurred by the Company in connection with the Company's
performance of or compliance with the Plextel Registration Rights
Provisions (excluding, without limitation, all underwriting
discounts, selling commissions and transfer taxes applicable to
the sale of the Plextel Shares and excluding the cost of any
separate legal counsel or other advisors retained by the Plextel
Selling Stockholders). In addition, pursuant to the Plextel
Registration Rights Provisions, the Company, on the one hand, and
the Plextel 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.
Employment and Other Special Relationships of the Plextel
Selling Stockholders. In addition to the Plextel Acquisition
Agreement, all three of the Plextel Selling Stockholders entered
into employment agreements with the Company on the date of
consummation of the Plextel Acquisition, which agreements
provide, subject to the terms and conditions thereof, for the
employment of such Plextel Selling Stockholders by Plextel for a
period of three years following the consummation of the Plextel
Acquisition. To the best knowledge of the Company, except for
the employment of the Plextel Selling Stockholders pursuant to
such employment agreements, neither the Plextel Selling
Stockholders nor any of the affiliates of the Plextel Selling
Stockholders are, or have 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 Plextel Acquisition
Agreement and such employment 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 Plextel Selling Stockholders
and their respective affiliates, on the other.
NUMA SELLING STOCKHOLDER
Ownership of the Numa Shares. All of the Numa Shares
offered hereby will be owned upon completion of the Numa
Acquisition, both beneficially and of record, by the Numa Selling
Stockholder. All of the 3,445,851 Numa Shares which are being
registered in connection with this Prospectus will be held by the
Numa Selling Stockholder; however, as mentioned on the first page
of this Prospectus, up to 234,412 Shares out of the total number
of Numa Shares will be held in escrow by the Escrow Agent to
secure certain potential indemnity claims against Numa and the
Numa Selling Stockholder under the Numa Acquisition Agreement.
If no claims have been asserted by the Company against the
escrowed portion of the Numa Shares prior to the four-month
anniversary of the closing of the Numa Acquisition, the Escrow
Agent will release such escrowed Shares to the Selling
Stockholder 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. As of the date of this Prospectus, other than the Numa
Shares offered hereby (which will be owned by the Numa Selling
Stockholder upon consummation of the Numa Acquisition), the Numa
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 Numa Acquisition, the
Numa Selling Stockholder is expected to be the sole stockholder
of Numa. The Numa Shares are to be acquired by the Numa Selling
Stockholder in connection with the Numa Acquisition and the
provisions of the Numa Acquisition Agreement, and will represent
less than one percent (1%) of the total outstanding shares of
Common Stock. The Numa Shares offered by this Prospectus may be
offered from time to time by the Numa Selling Stockholder. Since
the Numa Selling Stockholder may sell all, some or none of her
Shares, no estimate can be made of the aggregate number of Numa
Shares that are to be offered hereby or that will be owned by the
Numa Selling Stockholder upon completion of the offering to which
this Prospectus relates. Pursuant to the Numa Acquisition
Agreement, the Numa Selling Stockholder has agreed to not sell
the Numa Shares until the date on which CUC issues to the public
its unaudited consolidated financial statements which report
financial results covering at least 30 days of the post-closing
combined operations of the Company and the acquired business of
Numa (the Company has agreed to issue such financial statements
within fifty days of the consummation of the Numa Acquisition).
Registration Rights of the Numa Selling Stockholder. The
Company is registering the Numa Shares as required pursuant to
certain registration rights granted to the Numa Selling
Stockholder upon the terms and conditions set forth in the Numa
Acquisition Agreement (the "Numa Registration Rights
Provisions"). In connection with the Numa Registration Rights
Provisions (as well as the Plextel Registration Rights Provisions
referred to above), the Company has filed the Registration
Statement, of which this Prospectus forms a part, with respect to
the resale of the Numa Shares, and has agreed to use its
commercially reasonable efforts to keep the Registration
Statement current and effective through the earlier of (x) the
first date on which the Numa Selling Stockholder is permitted to
resell such Numa Shares pursuant to the provisions of Rule 144
promulgated under the Securities Act, or (y) the date upon which
there shall cease to be any Numa Shares held by the Numa Selling
Stockholder. In addition, pursuant to the Numa Registration
Rights Provisions, the Company will bear certain costs of
registering the Numa Shares under the Securities Act, including
the registration fee under the Securities Act, all other
registration, qualification and filing fees, all fees and
expenses of legal counsel, accountants and other persons retained
by the Company, and all other expenses incurred by the Company in
connection with the Company's performance of or compliance with
the Numa Registration Rights Provisions (excluding, without
limitation, all underwriting discounts, selling commissions and
transfer taxes applicable to the sale of the Numa Shares and
excluding the cost of any separate legal counsel or other
advisors retained by the Numa Selling Stockholder). In addition,
pursuant to the Numa Registration Rights Provisions, the Company,
on the one hand, and the Numa Selling Stockholder, 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.
Employment and Other Special Relationships of the Numa
Selling Stockholder. In addition to the Numa Acquisition
Agreement and the Escrow Agreement, the son of the Numa Selling
Stockholder (who is currently serving as the President and Chief
Executive Officer of Numa) is expected to enter into certain
employment and non-competition agreements with a subsidiary of
the Company (specifically, Numa Corporation, a Delaware
corporation and a wholly-owned subsidiary of the Company, which
is the entity acquiring substantially all of the assets and
liabilities of Numa) on the date of consummation of the Numa
Acquisition, which agreements provide, subject to the terms and
conditions thereof, that he will be employed for a period of
three years and that he will not compete with certain businesses
of his employer for a period of seven years following the
consummation of the Numa Acquisition. To the best knowledge of
the Company, except for such employment and non-competition
agreements, neither the Numa Selling Stockholder nor any of the
affiliates of the Numa Selling Stockholder are, or have 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 Numa Acquisition 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 Numa Selling Stockholder and
her 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 NYSE 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.
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.
Pursuant to the Plextel and Numa Acquisition Agreements, the
Selling Stockholders have agreed not to sell the Shares until the
date on which CUC issues to the public certain financial results
covering certain post-closing combined operations of the Company
and the acquired businesses. See "Selling Stockholders --
Plextel Selling Stockholders -- Ownership of the Plextel Shares"
and "Selling Stockholders -- Numa Selling Stockholder --
Ownership of the Numa Shares."
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 and 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 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 and the
nine-month periods ended October 31, 1996 and October 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 Report on Form 10-Q for the quarter ended
October 31, 1996, incorporated herein by reference, states 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 included in the CUC
10-K and in the Company's Current Report on Form 8-K filed on
September 17, 1996 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 related financial
statement schedule of Advance Ross Corporation as of December 31,
1994 and for the two years ended December 31, 1994, incorporated
in this Prospectus by reference to the CUC 10-K and 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 5,622,327 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 February 3, 1997
Selling Stockholders 5
Plan of Distribution 7
Legal Matters 8
Experts 8