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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
707 Summer Street
Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
CUC International Inc. 1997 Stock Incentive Plan
(Full Title of the Plan)
Cosmo Corigliano
CUC INTERNATIONAL INC.
707 Summer Street
Stamford, Connecticut 06901
(Name and Address of Agent for Service)
(203) 324-9261
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
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Common Stock,
$.01 25,000,000 $30.845 $771,125,000.00 $227,481.88
par value shares
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(1) Pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), the proposed maximum
offering price and the registration fee are based on the
average of the high and low prices per share of the Regis-
trant's Common Stock reported on the New York Stock Exchange
Composite Tape on December 12, 1997.
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The documents containing the information specified in
this Part I will be sent or given to all participants in the
CUC International Inc. 1997 Stock Incentive Plan (the "Plan"),
as specified by Rule 428(b)(1) under the Securities Act. Such
documents are not filed with the Securities and Exchange Com-
mission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant
to Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration State-
ment pursuant to Item 3 of Part II of this Registration State-
ment, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Reg-
istrant with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997, July 31, 1997 and
October 31, 1997;
(c) The Registrant's Current Reports on Form 8-K dated Febru-
ary 4, 1997, February 13, 1997, February 26, 1997, March
17, 1997, May 29, 1997, August 15, 1997, October 31, 1997
and November 4, 1997;
(d) The Joint Proxy Statement/Prospectus of the Registrant and
HFS Incorporated on Schedule 14A filed with the Commission
on August 28, 1997; and
(e) Description of the Registrant's common stock, par value
$.01 per share ("Common Stock"), contained in the Regis-
trant's Registration Statements on Form 8-A, as filed with
the Commission on July 27, 1984 and August 15, 1989, in-
cluding any amendment or report filed with the Commission
for the purpose of updating such description.
The Registrant's consolidated statements of income,
shareholders' equity and cash flows for the three years ended
January 31, 1997 and the Registrant's balance sheet for the
year ended January 31, 1996 have not been restated to reflect
the results of Hebdo Mag International Inc., which was acquired
by the Registrant in October 1997 and accounted for as a
pooling-of-interests.
All documents and reports subsequently filed by the
Registrant Pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securi-
ties offered hereby have been sold or which deregisters all
such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Jeffrey A. Gershowitz, Esq., has rendered an opinion
on the validity of the securities being registered under the
Plan pursuant to this Registration Statement. Mr. Gershowitz
is a vice president and associate general counsel of the Comp-
U-Card Division of the Registrant. A copy of this opinion is
attached as Exhibit 5 to this Registration Statement. Mr. Ger-
showitz holds shares of Common Stock and options to acquire
shares of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the
State of Delaware (the "GCL") empowers a Delaware corporation
to indemnify any person who was or is a party to or is threat-
ened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, adminis-
trative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such per-
son is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corpo-
ration as a director, officer, employee or agent of another
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corporation, partnership, joint venture, trust or other enter-
prise. The indemnity may include expenses (including attor-
ney's 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 be-
lieved to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or pro-
ceeding, had no reasonable cause to believe such person's con-
duct was unlawful. A Delaware corporation may indemnify direc-
tors, 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 direc-
tor, officer, employee or agent of the corporation is success-
ful 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 attorney's fees)
which he or she actually and reasonably incurred in connection
therewith.
The Registrant's By-Laws contain provisions that pro-
vide for indemnification of officers and directors to the full
extent permitted by, and in the manner permissible under, the
GCL.
As permitted by Section 102(b)(7) of the GCL, the
Registrant's 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 ex-
ceptions.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant
to this Registration Statement.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
a. The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of this Registration
Statement (or the most recent post-
effective amendment hereof) which,
individually or in the aggregate,
represent a fundamental change in the
information set forth in this Regis-
tration Statement;
(iii) To include any material information
with respect to the plan of distribu-
tion not previously disclosed in this
Registration Statement or any mate-
rial change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information re-
quired to be included in a post-effective amend-
ment by those paragraphs is contained in peri-
odic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any li-
ability under the Securities Act, each such
post-effective amendment shall be deemed to be a
new registration statement relating to the secu-
rities 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 termina-
tion of the offering.
b. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
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Securities Act, each filing of the Registrant's an-
nual report pursuant to Section 13(a) or 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.
c. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to direc-
tors, officers and controlling persons of the Regis-
trant pursuant to the foregoing provisions, or other-
wise, 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 li-
abilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer
or controlling person of the Registrant of expenses
incurred or paid by a director, officer or control-
ling person of the Registrant in the successful de-
fense 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.
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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-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized, in the City of Stamford, State of Connecticut, on this
15 day of December, 1997.
CUC INTERNATIONAL INC.
By: /s/ Walter A. Forbes
Name: Walter A. Forbes
Title: 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 neces-
sary to be done in and about the premises, as fully to all in-
tents 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 sub-
stitutes, 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 fol-
lowing persons in the capacities and on the dates indicated.
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Signature Title Date
/s/ Walter A. Forbes Chief Executive Officer and December 17, 1997
------------------------ Chairman of the Board
Walter A. Forbes (Principal Executive Officer)
/s/ Cosmo Corigliano Senior Vice President and December 17, 1997
------------------------ Chief Financial Officer
Cosmo Corigliano (Principal Financial and
Accounting Officer)
/s/ Bartlett Burnap Director December 17, 1997
------------------------
Bartlett Burnap
/s/ T. Barnes Donnelley Director December 17, 1997
------------------------
T. Barnes Donnelley
/s/ Stephen A. Greyser Director December 17, 1997
------------------------
Stephen A. Greyser
/s/ Christopher K. McLeod Director December 17, 1997
------------------------
Christopher K. McLeod
/s/ Burton C. Perfit Director December 17, 1997
------------------------
Burton C. Perfit
/s/ Robert P. Rittereiser Director December 17, 1997
------------------------
Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director December 17, 1997
------------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director December 17, 1997
------------------------
E. Kirk Shelton
/s/ Henry R. Silverman Director December 17, 1997
------------------------
Henry R. Silverman
/s/ Michael P. Monaco Director December 17, 1997
------------------------
Michael P. Monaco
/s/ Stephen P. Holmes Director December 17, 1997
------------------------
Stephen P. Holmes
/s/ Robert D. Kunisch Director December 17, 1997
------------------------
Robert D. Kunisch
/s/ John D. Snodgrass Director December 17, 1997
------------------------
John D. Snodgrass
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/s/ Robert T. Tucker Director December 17, 1997
------------------------
Robert T. Tucker
/s/ James E. Buckman Director Decemebr 17, 1997
------------------------
James E. Buckman
/s/ Leonard S. Coleman Director December 17, 1997
------------------------
Leonard S. Coleman
/s/ Christel DeHaan Director December 17, 1997
------------------------
Christel DeHaan
/s/ Martin L. Edelman Director December 17, 1997
------------------------
Martin L. Edelman
Director December 17, 1997
------------------------
Frederick D. Green
/s/ Carole G. Hankin Director December 17, 1997
------------------------
Carole G. Hankin
/s/ Brian Mulroney Director December 17, 1997
------------------------
Brian Mulroney, P.C., LL.D.
/s/ Robert E. Nederlander Director December 17, 1997
------------------------
Robert E. Nederlander
/s/ Anthony G. Petrello Director December 17, 1997
-------------------------
Anthony G. Petrello
/s/ Robert W. Pittman Director December 17, 1997
-------------------------
Robert W. Pittman
/s/ E. John Rosenwald, Jr. Director December 17, 1997
-------------------------
E. John Rosenwald, Jr.
/s/ Leonard Schutzman Director December 17, 1997
-------------------------
Leonard Schutzman
/s/ Robert F. Smith Director December 17, 1997
-------------------------
Robert F. Smith
/s/ Craig R. Stapleton Director December 17, 1997
-------------------------
Craig R. Stapleton
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
*4.1 CUC International Inc. 1997 Stock Incentive Plan (filed
as Appendix E to the Joint Proxy Statement/Prospectus
included as part of the Registrant's Registration
Statement, No. 333-34517, on Form S-4 dated August 28,
1997).
4.2 Form of Stock Option Contract - 1997 Stock Incentive
Plan.
5 Opinion of Jeffrey A. Gershowitz, Esq. as to legality of
the securities being registered.
15 Letter of Ernst & Young LLP re: Unaudited Interim
Financial Information of CUC International Inc.
23.1 Consent of Ernst & Young LLP relating to the audited
financial statements of CUC International Inc.
23.2 Consent of Deloitte & Touche LLP relating to the audited
financial statements of HFS Incorporated.
23.3 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Sierra On-Line, Inc.
23.4 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of Davidson & Associates, Inc.
23.5 Consent of Price Waterhouse LLP relating to the audited
financial statements of Ideon Group, Inc.
23.6 Consent of White, Nelson & Co. LLP relating to the
audited financial statements of Century 21 Region V.
23.7 Consent of Tony H. Davidson, CPA relating to the audited
financial statements of Century 21 Real Estate, Inc and
subsidiaries.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the
audited financial statements of Coldwell Banker
Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Coldwell Banker Corporation.
23.10 Consent of Price Waterhouse LLP relating to the audited
financial statements of Avis, Inc.
23.11 Consent of Ernst & Young LLP relating to the audited
financial statements of Resort Condominiums
International, Inc.
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23.12 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of PHH Corporation.
23.13 Consent of Woolard, Krajnik, & Company, LLP relating to
the audited financial statements of Century 21 of
Eastern Pennsylvania, Inc.
23.13 Consent of Jeffrey A. Gershowitz, Esq. (included in the
opinion filed as Exhibit 5 hereto).
24 Powers of Attorney of certain officers and directors of
the Registrant (included on the signature page of this
Registration Statement).
* Incorporated by reference.
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EXHIBIT 4.2
_________, ____
Dear (name):
I am pleased to advise you that the Compensation Committee (the
"Committee") of the Board of Directors (the "Board") of Cendant
Corporation (the "Corporation") on __________, _____ authorized
the grant to you of a non-qualified option to purchase ______
shares of common stock, $.01 par value, of the Corporation (the
"Common Stock") at a price of $ per share (the "Exercise
Price"), which the Committee believes to be the fair market value
of the Common Stock on that date. Your option has been granted
under the Corporation's 1997 Stock Incentive Plan (the "Plan").
Terms not defined herein shall have the meaning set forth in the
Plan.
Your option may be exercised under the following terms:
(a) This option shall not be transferable except: by will or
the laws of descent and distribution; pursuant to a domestic
relations order, as defined in the Internal Revenue Code of
1986, as amended (the "Code"), or Title I of the Employee
Retirement Income Security Act, as amended, or the regula-
tions thereunder; or as a gift to your family members,
trusts for the benefit of your family members or charities
or other not-for-profit organizations.
(b) This option may be exercisable by you as follows:
You may purchase ___________ shares of the Common Stock for
which options are herein granted on or after _______, ____
and an additional _____ shares of the Common Stock on or
after each successive ______.
Your right to exercise this option shall be cumulative. The
Committee may at any time accelerate the vesting of this
option. This option shall have a term of ten (10) years
(the "Term"), provided that it shall not be exercisable
following your termination of employment from the Corpora-
tion and its Affiliates, except as provided herein.
(c) If required by the Corporation, prior to the delivery to you
of a certificate or certificates representing the shares of
Common Stock purchased by you upon the exercise of this
option, you shall have deposited with the Corporation a non-
disposition letter (restricting disposition by you of the
shares of Common Stock) in form satisfactory to counsel for
the Corporation.
(d) In the event of any change in corporate capitalization, such
as a stock split or a corporate transaction, or any merger,
consolidation, separation, including a spin-off, or other
distribution of stock or property of the Corporation, any
reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Corpora-
tion, the Committee or Board may make such substitution or
adjustments, in the number, kind and option price of shares
subject to this option, and such determination shall be
final.
(e) If you die while in the employ of the Corporation or any of
its Affiliates or if your employment with the Corporation
and its Affiliates is terminated by reason of permanent and
total disability (under procedures established by the
Committee), this option shall become immediately exercisable
in full for a period of twelve (12) months from the date of
such termination or until the expiration of the Term, which-
ever period is the shorter, and shall terminate at the end
of such period.
(f) In the event your employment with the Corporation and its
Affiliates is terminated by reason of Retirement, this
option, to the extent it was exercisable at the time of such
Retirement, shall continue to be exercisable for a period of
five (5) years from the date of such termination or until
the expiration of the Term, whichever period is the shorter,
and shall terminate at the end of such period; provided,
however, that if you die within such period, this option
shall, notwithstanding the expiration of such period, con-
tinue to be exercisable to the extent to which it was exer-
cisable at the time of your death for a period of twelve
(12) months from the date of your death or until the
expiration of the Term, whichever period is the shorter, and
shall terminate at the end of such period.
(g) In the event your employment with the Corporation and its
Affiliates is terminated for any reason other than death,
permanent and total disability (under procedures established
by the Committee) or Retirement, this option, to the extent
it was exercisable at the time of such termination, shall
continue to be exercisable for a period of three (3) months
from the date of such termination or until the expiration of
the Term, whichever period is the shorter, and shall
terminate at the end of such period; provided, however, that
if you die within such period, this option shall, notwith-
standing the expiration of such period, continue to be
exercisable to the extent to which it was exercisable at the
time of your death for a period of twelve (12) months from
the date of your death or until the expiration of the Term,
whichever period is the shorter, and shall terminate at the
end of such period.
(h) You may pay for shares purchased pursuant hereto (together
with any withholding taxes due with respect thereto) in cash
or by check at the time of exercise or with any other legal
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consideration that may be acceptable to the Committee in its
sole discretion at the time of exercise. The delivery to
you of shares of Common Stock upon exercise of this option
shall be conditional upon your payment of, or your arrange-
ment to pay, all required withholding taxes in connection
with such exercise.
(i) In the event of any conflict between this Agreement and the
Plan, this Agreement shall control. In the event of any
ambiguity in this Agreement, any term not defined in this
Agreement, or any matters as to which this Agreement is
silent, the Plan shall govern.
(j) In the event of your death, your estate or legal representa-
tive may exercise this option to the extent then exercis-
able.
When you wish to exercise your stock option in whole or in part,
please refer to the provisions of this letter and correspond in
writing with the Secretary of the Corporation. This is not an
incentive stock option under Section 422A of the Code.
Very truly yours,
[Name]
[Title]
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EXHIBIT 5
December 15, 1997
CUC International Inc.
707 Summer Street
Stamford, CT 06901
RE: Registration Statement on Form S-8
Gentlemen and Ladies:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by CUC International Inc.
(the "Company") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of
1933, as amended, of 25,000,000 shares of common stock, par
value $.01 per share, of the Company ("Common Stock"), reserved
for issuance under the Company's 1997 Stock Incentive Plan (the
"Plan").
In connection with the foregoing, I have examined, among other
things, the Registration Statement, the Plan, and originals or
copies, satisfactory to me, of all such corporate records and of
all such agreements, certificates and other documents as I have
deemed relevant and necessary as a basis for the opinion herein-
after expressed. In such examination, I have assumed the genu-
ineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity with the origi-
nal documents of documents submitted to me as copies. As to
various facts material to such opinion, I have, to the extent
relevant facts were not independently established by me, relied
on certificates of public officials and certificates and oaths
and declarations of officers or other representatives of the
Company.
Based upon and subject to the foregoing, I am of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The 25,000,000 shares of the Company's Common Stock being
registered pursuant to the Registration Statement, when
issued pursuant to the provisions of the Plan and upon pay-
ment of the purchase price therefor, will be duly autho-
rized, validly issued, 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/ Jeffrey A. Gershowitz
Jeffrey A. Gershowitz
Vice President and
Associate General Counsel
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15 -- LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
December 17, 1997
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the
Registration Statement (Form S-8) of CUC International Inc. for
the registration of 25,000,000 shares of its common stock of
our report dated June 13, 1997 relating to the unaudited
condensed consolidated interim financial statements of CUC
International Inc. that is included in its Quarterly Report on
Form 10-Q for the quarter ended April 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our
report is 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.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the CUC
International Inc. 1997 Stock Incentive Plan of our report
dated March 10, 1997, with respect to the consolidated
financial statements and schedule of CUC International Inc.
included in its Annual Report (Form 10-K) for the year ended
January 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Stamford, Connecticut
December 17, 1997
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of CUC International Inc. on Form S-8 of
our report dated March 31, 1997 (May 27, 1997 as to Note 2a,
April 30, 1997 as to Note 2b) appearing in the HFS Incorporated
Current Report on Form 8-K, dated July 16, 1997, and
incorporated by reference from the Joint Proxy Statement of CUC
International Inc. and HFS Incorporated on Schedule 14A filed
on August 28, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
December 16, 1997
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of CUC International Inc. on Form S-8 of
our report dated June 24, 1996, relating to the consolidated
balance sheet of Sierra On-Line, Inc. and subsidiaries for the
year ended March 31, 1996 and the consolidated statements of
operations, stockholders' equity and cash flows for the two
years ended March 31, 1996, incorporated by reference from the
Joint Proxy Statement of CUC International Inc. and HFS
Incorporated on Schedule 14A filed on August 28, 1997.
/s/ Deloitte & Touche LLP
Seattle, Washington
December 16, 1997
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CUC International Inc.
We consent to the incorporation by reference in the Registra-
tion Statement on Form S-8 of CUC International Inc. pertaining
to the CUC International Inc. 1997 Stock Incentive Plan of our
report dated February 21, 1996, with respect to the consoli-
dated balance sheet of Davidson & Associates, Inc. and subsid-
iaries as of December 31, 1995 and the related consolidated
statements of earnings, shareholders' equity, and cash flows
and related schedule for each of the years in the two year pe-
riod December 31, 1995.
/s/ KPMG Peat Marwick LLP
Long Beach, California
December 17, 1997
Exhibit 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of CUC International Inc. of
our report dated February 2, 1996, relating to the consolidated
financial statements of Idcon Group, Inc., which appears in the
Annual Report on Form 10-K of CUC International Inc. for the
year ended January 31, 1997.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Tampa, Florida
December 16, 1997
EXHIBIT 23.6
[LETTERHEAD OF WHITE, NELSON & CO. LLP]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of Cendant Corporation on Form S-8 of
our report dated January 12, 1996, related to the consolidated
financial statements of Century 21 Region V (Business Acquired
by HFS Incorporated) as of and for the year ended July 31,
1995, included in the HFS Incorporated Current Report on Form
8-K, as amended, dated February 16, 1996, and incorporated by
reference in the Joint Proxy Statement of CUC International,
Inc. and HFS Incorporated on Schedule 14A filed on August 28,
1997.
/s/ White, Nelson & Co.
Anaheim, California
December 16, 1997
EXHIBIT 23.7
[LETTERHEAD OF TONY H. DAVIDSON, CERTIFIED PUBLIC ACCOUNTANT]
INDEPENDENT AUDITOR'S CONSENT
I consent to the incorporation by reference in this
Registration Statement of CUC International, Inc. on Form S-8
of my report dated September 25, 1995, related to the
consolidated balance sheet of Century 21 Real Estate, Inc. and
subsidiaries as of July 31, 1995, 1994 and 1993 and the related
statements of income and retained earnings and cash flows for
the years then ended included in the HFS Incorporated Current
Report on Form 8-K, as amended, dated February 16, 1996, and
incorporated by reference in the Joint Proxy Statement of CUC
International, Inc. and HFS Incorporated on Schedule 14A filed
on August 28, 1997.
/s/ Tony H. Davidson
Tony H. Davidson, CPA
Lake Oswego, Oregon
December 16, 1997
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Cendant Corporation on Form S-8, of
our report dated February 27, 1996 related to the consolidated
financial statements of Coldwell Banker Corporation and
Subsidiaries as of December 31, 1995 and 1994, and for each of
the two years in the period ended December 31, 1995,
incorporated by reference in the Registration Statement of CUC
International Inc. on Form S-4, dated August 28, 1997, and
included in the HFS Incorporated Current Report on Form 8-K
dated May 8, 1996, as amended by Form 8-K/A dated March 27,
1997.
/s/ Coopers & Lybrand L.L.P.
Newport Beach, California
December 15, 1997
EXHIBIT 23.9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Cendant Corporation on Form S-8 of
our report dated March 11, 1994, related to the consolidated
statements of operations, stockholders' equity and cash flows
for the three months ended December 31, 1993 and the
consolidated statements of operations and cash flows for the
nine months ended September 30, 1993 of Coldwell Banker
Corporation and subsidiaries (formerly Coldwell Banker
Residential Holding Company and subsidiaries) included in the
HFS Incorporated Current Report on Form 8-K, as amended, dated
May 8, 1996, and incorporated by reference from the Joint Proxy
Statement of CUC International Inc. and HFS Incorporated on
Schedule 14A filed on August 28, 1997.
/s/ Deloitte & Touche LLP
Costa Mesa, California
December 16, 1997
Exhibit 23.10
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of CUC International, Inc. of
our report dated April 25, 1996 relating to the consolidated
financial statements of Avis, Inc., appearing in HFS
Incorporated's Current Report on Form 8-K, dated August 29,
1996, as amended (Form 8-K). The Form 8-K is incorporated by
reference in the Joint Proxy Statement/Prospectus of CUC
International and HFS Incorporated dated August 28, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
December 16, 1997
Exhibit 23.11
Consent of Independent Auditors
We consent to the incorporation by reference in the
Registration Statement (Form S-8) of CUC International Inc.
pertaining to the CUC International Inc. 1997 Stock Incentive
Plan of our report dated February 23, 1996 (except Notes 9 to
11, as to which the date is February 7, 1997), with respect to
the combined financial statements of Resort Condominiums
International, Inc., its affiliates and subsidiaries for the
year ended December 31, 1995 included in the Current Report on
Form 8-K/A of HFS Incorporated dated March 27, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
December 16, 1997
Exhibit 23.12
The Board of Directors
PHH Corporation:
We consent to the incorporation by reference in the
Registration Statement of CUC International Inc. on Form S-8
for shares to be issued under the CUC International Inc. 1997
Stock Incentive Plan, of our report dated April 30, 1997, with
respect to the consolidated balance sheets of PHH Corporation
and subsidiaries (the "Company") at December 31, 1996 and
January 31, 1996 and the related consolidated statements of
income, stockholders' equity, and cash flows for the year ended
December 31, 1996 and each of the years in the two year period
ended January 31, 1996, which report appears in the Form 8-K of
HFS Incorporated dated July 16, 1997, incorporated by reference
in the Registration Statement.
Our report contains an explanatory paragraph that states that
the Company adopted the provisions of Statement of Financial
Accounting Standards No. 122, "Accounting for Mortgage
Servicing Rights," in the year ended January 31, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Baltimore, Maryland
December 16, 1997
EXHIBIT 23.13
[LETTERHEAD OF WOOLARD, KRAJNIK & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement of CUC International, Inc. on Form S-8
of our report dated June 22, 1995 (except for Note 13, as to
which the date is October 12, 1995), related to the financial
statements of Century 21 of Eastern Pennsylvania Inc. as of and
for the years ended April 30, 1995 and 1994, included in HFS,
Incorporated's Current Report on Form 8-K dated February 16,
1996 and incorporated by reference in the Joint Proxy Statement
of CUC International, Inc. and HFS Incorporated on Schedule 14A
filed on August 28, 1997.
/s/ Woolard, Krajnik & Company, LLP
WOOLARD, KRAJNIK & COMPANY, LLP
Exton, Pennsylvania
December 16, 1997