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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1997
REGISTRATION NO. 333-34517-1
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CENDANT CORPORATION*
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 8699 06-0918165
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation or Industrial Identification No.)
Organization) Classification Code
Number)
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 428-9700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
---------------------
JAMES E. BUCKMAN, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CENDANT CORPORATION
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------------
WITH COPIES TO:
ERIC J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
---------------------
- ---------------
* At the effective time of the Merger described in the Explanatory Note,
CUC International Inc. changed its name to "Cendant Corporation."
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of the Registration Statement
and the effective time of the merger (the "Merger") of HFS Incorporated, a
Delaware corporation ("HFS"), with and into CUC International Inc., a
Delaware corporation ("CUC"), as described in the Agreement and Plan of
Merger between CUC and HFS, dated May 27, 1997 (the "Merger Agreement")
attached as Appendix A to the Joint Proxy Statement/Prospectus forming a
part of this Registration Statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. []
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of
the earlier effective registration Statement for the same offering. []
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x] No. 333-34517
---------------
CALCULATION OF REGISTRATION FEE
TITLE OF
EACH PROPOSED
CLASS OF MAXIMUM PROPOSED
SECURITIES OFFERING PRICE MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) OFFERING PRICE FEE(3)
Common N/A**
Stock,
$.01 par
value
- ---------------
** Fee previously paid.
EXPLANATORY NOTE
Cendant Corporation (the "Company") hereby amends its
Registration Statement on From S-4 (No. 333-34517), declared effective on
August 28, 1997 (the "S-4"), by filing this Post-Effective Amendment No. 1.
At a Special Meeting of Stockholders of CUC International Inc.
("CUC"), held on October 1, 1997, CUC's stockholders approved and adopted
an Agreement and Plan of Merger, dated as of May 27, 1997 (the "Merger
Agreement"), between HFS Incorporated ("HFS") and CUC, and the transactions
contemplated thereby. Pursuant to the Merger Agreement, among other
things, (i) HFS merged with and into CUC (the "Merger"), with CUC
continuing as the surviving corporation and changing its name to "Cendant
Corporation" and (ii) each share of common stock, par value $.01 per share,
of HFS (the "HFS Common Stock") issued and outstanding immediately prior to
the effective time of the Merger (the "Effective Time") was converted into
2.4031 shares of Company Common Stock.
This Post-Effective Amendment is being filed solely to add
Exhibits 8.3 and 8.4 to the S-4. These Exhibits are the tax opinions
delivered by counsel to CUC and HFS, respectively, at the Effective Time.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant is empowered by Section 145 of the General Corporation
Law of the State of Delaware (the "Delaware Corporation Law"), subject to
the procedures and limitations therein, to indemnify any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with any threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of such person being or having
been a director, officer, employee or agent of the Registrant. The statute
provides that indemnification pursuant to its provisions is not exclusive
of other rights of indemnification to which a person may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to
action in another capacity while holding office.
The By-Laws of the Registrant provide for indemnification by the
Registrant of its directors and officers to the fullest extent permitted by
the Delaware Corporation Law.
As permitted under Section 102(b)(7) of the Delaware Corporation Law,
the Registrant's Amended and Restated Certificate of Incorporation (the
"Registrant Charter") provides as follows:
No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that this
Article 11 shall not eliminate or limit the liability of a director to the
extent provided by applicable law (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit. No amendment to
or repeal of this Article 11 shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
The Registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the
Securities Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits. See Exhibit Index.
(b) Financial Statement Schedules. Not Applicable.
(c) Report, Opinion or Appraisal. See Exhibits 5.1, 8.1 and 8.2 in
Exhibit Index.
II-1
ITEM 22. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 20, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such in-
demnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the 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) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this Registration Statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering pro-
spectus will contain the information called for by the applicable reg-
istration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(d) The Registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (c) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the Registration Statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offering therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(e) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the
prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one
business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date
of the Registration Statement through the date of responding to the
request.
II-2
(f) The undersigned Registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject of
and included in the Registration Statement when it became effective.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Parsippany, State of
New Jersey on this 17th day of December, 1997.
CENDANT CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Senior Executive Vice
President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board of December 17, 1997
- -------------------------- Directors
Walter A. Forbes
***
- -------------------------- President, Chief Executive December 17, 1997
Henry R. Silverman Officer and Director
(Principal Executive
Officer)
***
- -------------------------- Chief Financial Officer December 17, 1997
Michael P. Monaco and Director (Principal
Financial and Accounting
Officer)
***
- -------------------------- Director December 17, 1997
Stephen P. Holmes
***
- -------------------------- Director December 17, 1997
Robert D. Kunisch
*
- -------------------------- Director December 17, 1997
Christopher K. McLeod
*
- -------------------------- Director December 17, 1997
E. Kirk Shelton
***
- -------------------------- Director December 17, 1997
John D. Snodgrass
II-4
**
- -------------------------- Director December 17, 1997
Robert T. Tucker
***
- -------------------------- Director December 17, 1997
James E. Buckman
*
- -------------------------- Director December 17, 1997
Bartlett Burnap
***
- -------------------------- Director December 17, 1997
Leonard S. Coleman
***
- -------------------------- Director December 17, 1997
Christel DeHaan
*
- -------------------------- Director December 17, 1997
T. Barnes Donnelley
***
- -------------------------- Director December 17, 1997
Martin L. Edelman
**
- -------------------------- Director December 17, 1997
Frederick D. Green
*
- -------------------------- Director December 17, 1997
Stephen A. Greyser
**
- -------------------------- Director December 17, 1997
Carole G. Hankin
***
- -------------------------- Director December 17, 1997
Brian Mulroney, P.C., LL.D.
***
- -------------------------- Director December 17, 1997
Robert E. Nederlander
*
- -------------------------- Director December 17, 1997
Burton C. Perfit
**
- -------------------------- Director December 17, 1997
Anthony G. Petrello
***
- -------------------------- Director December 17, 1997
Robert W. Pittman
***
- -------------------------- Director December 17, 1997
E. John Rosenwald, Jr.
II-5
*
- -------------------------- Director December 17, 1997
Robert P. Rittereiser
*
- -------------------------- Director December 17, 1997
Stanley M. Rumbough, Jr.
***
- -------------------------- Director December 17, 1997
Leonard Schutzman
***
- -------------------------- Director December 17, 1997
Robert F. Smith
**
- -------------------------- Director December 17, 1997
Craig R. Stapleton
* Pursuant to the Power of Attorney designated as Exhibit 24 hereto and
previously included in the S-4:
By: /s/ E. Kirk Shelton
E. Kirk Shelton
Attorney-in-Fact
** Pursuant to an executed Power of Attorney (which is set forth as
Exhibit 24.1 hereto):
By: /s/ E. Kirk Shelton
E. Kirk Shelton
Attorney-in-Fact
*** Pursuant to an executed Power of Attorney (which is set forth as
Exhibit 24.1 hereto):
By: /s/ James E. Buckman
James E. Buckman
Attorney-in-Fact
II-6
EXHIBIT INDEX
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Exhibit Description
*2.1 Agreement and Plan of Merger, dated as of May 27, 1997, between
CUC International Inc. and HFS Incorporated included as Appendix
A to the Joint Proxy Statement/Prospectus included as part of
this Registration Statement. The Registrant agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the
Commission upon request.
*3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as filed June 5, 1996 (incorporated by reference to
Exhibit 3.1 to the Registrant's Form 10-Q for the period ended
April 30, 1996).
*3.2 Form of Registrant's Amended and Restated Certificate of
Incorporation as proposed to be amended, included as Appendix B
to the Joint Proxy Statement/Prospectus included as part of this
Registration Statement.
*3.3 By-Laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Registration Statement, No. 33-44453, on Form S-4
dated December 19, 1991).
*3.4 Form of Registrant's By-Laws as proposed to be amended, included
as Appendix C to the Joint Proxy Statement/Prospectus included as
part of this Registration Statement.
*4.1 Form of Stock Certificate (incorporated by reference to Exhibit
4.1 to the Registrant's Registration Statement, No. 33-44453, on
Form S-4 dated December 19, 1991).
*4.2 Indenture dated as of February 11, 1997, between CUC
International Inc. and Marine Midland Bank, as trustee
(incorporated by reference to Exhibit 4(a) to the Registrant's
Report on Form 8-K filed February 13, 1997).
*5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the legality of
the shares being issued (including consent).
*8.1 Opinion of Wachtell, Lipton, Rosen & Katz regarding the federal
income tax consequences of the Merger (including consent).
*8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
federal income tax consequences of the Merger (including
consent).
8.3 Opinion of Wachtell, Lipton, Rosen & Katz regarding the federal
income tax consequences of the Merger (including consent).
8.4 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
federal income tax consequences of the Merger (including
consent).
II-7
*10.1 Form of Agreement with E. Kirk Shelton, dated as of May 27, 1997.
*10.2 Form of Agreement with Christopher K. McLeod, dated as of May 27,
1997.
*10.3 Form of Restated Agreement with Walter A. Forbes, dated as of May
27, 1997.
*10.4 Form of Agreement with Cosmo Corigliano, dated as of May 27,
1997.
*10.5 Form of Agreement with Amy N. Lipton, dated as of May 27, 1997.
*10.6 Form of Agreement with Henry R. Silverman, dated as of May 27,
1997.
*10.7 Form of Agreement with Stephen P. Holmes, dated as of May 27,
1997.
*10.8 Form of Agreement with Michael P. Monaco, dated as of May 27,
1997.
*10.9 Form of Agreement with James E. Buckman, dated as of May 27,
1997.
*10.10 Form of 1997 Incentive Stock Plan included as Appendix E to the
Joint Proxy Statement/Prospectus included as part of this
Registration Statement.
*10.11 Form of Plan for Corporate Governance Following the Effective
Time, included as Appendix D to the Joint Proxy Statement/
Prospectus included as part of this Registration Statement.
*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.
II-8
*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.
*23.12 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of PHH Corporation.
*23.13 Consent of Woolard, Krajnik, & Company relating to the audited
financial statements of Century 21 of Eastern Pennsylvania.
*23.14 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibits
5.1 and 8.1).
*23.15 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.2).
*24 Power of Attorney (included as part of the signature page of this
Registration Statement).
24.1 Power of Attorney.
*99.1 Form of proxy card to be used in soliciting holders of CUC
International Inc. Common Stock.
*99.2 Form of proxy card to be used in soliciting holders of HFS
Incorporated Common Stock.
*99.3 Consent of Goldman, Sachs & Co.
*99.4 Consent of Bear, Stearns & Co. Inc.
*99.5 Consent of James E. Buckman to being named as about to become a
director of the Registrant.
*99.6 Consent of Leonard S. Coleman to being named as about to become a
director of the Registrant.
*99.7 Consent of Christel DeHaan to being named as about to become a
director of the Registrant.
*99.8 Consent of Martin L. Edelman to being named as about to become a
director of the Registrant.
II-9
*99.9 Consent of Frederick D. Green to being named as about to become a
director of the Registrant.
*99.10 Consent of Stephen P. Holmes to being named as about to become a
director of the Registrant.
*99.11 Consent of Robert D. Kunisch to being named as about to become a
director of the Registrant.
*99.12 Consent of Michael P. Monaco to being named as about to become a
director of the Registrant.
*99.13 Consent of Brian Mulroney to being named as about to become a
director of the Registrant.
*99.14 Consent of Robert E. Nederlander to being named as about to
become a director of the Registrant.
*99.15 Consent of Anthony G. Petrello to being named as about to become
a director of the Registrant.
*99.16 Consent of Robert W. Pittman to being named as about to become a
director of the Registrant.
*99.17 Consent of E. John Rosenwald, Jr. to being named as about to
become a director of the Registrant.
*99.18 Consent of Leonard Schutzman to being named as about to become a
director of the Registrant.
*99.19 Consent of Henry R. Silverman to being named as about to become a
director of the Registrant.
*99.20 Consent of Robert F. Smith to being named as about to become a
director of the Registrant.
*99.21 Consent of John D. Snodgrass to being named as about to become a
director of the Registrant.
*99.22 Consent of Craig R. Stapleton to being named as about to become a
director of the Registrant.
*99.23 Consent of Robert T. Tucker to being named as about to become a
director of the Registrant.
*99.24 Consent of Carole G. Hankin to being named as about to become a
director of the Registrant.
*99.25 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit
8.3).
II-10
*99.26 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
Exhibit 8.4).
______________________
* Previously filed.
II-11
Exhibit 8.3
December 17, 1997
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
Ladies and Gentlemen:
We have acted as counsel for CUC International Inc.,
a Delaware corporation ("CUC"), in connection with the prepara-
tion and execution of the Agreement and Plan of Merger dated as
of May 27, 1997 (the "Merger Agreement") , between CUC and HFS
Incorporated, a Delaware Corporation ("HFS"). This opinion is
being delivered to you pursuant to Section 6.2(c) of the Merger
Agreement. Pursuant to the Merger Agreement, HFS will merge
(the "Merger") with and into CUC and CUC will survive. Unless
otherwise defined, capitalized terms referred to herein have
the meanings set forth in the Merger Agreement. All section
references, unless otherwise indicated, are to the Internal
Revenue Code of 1996, as amended (the "Code").
You have requested our opinion regarding certain
United States federal income tax consequences of the Merger.
In delivering this opinion, we have reviewed and relied upon
the accuracy of the facts, statements, descriptions and repre-
sentations set forth in the Form S-4 prepared in connection
with the Merger, the Merger Agreement (including Schedules and
Exhibits), and such other documents pertaining to the Merger as
we have deemed necessary or appropriate. We have also reviewed
and relied upon certificates of officers of CUC and HFS respec-
tively (the "Officers' Certificates") and have assumed that the
statements and representations contained therein will be com-
plete and accurate as of the Effective Time of the Merger.
CUC International Inc.
December 17, 1997
Page 2
In connection with rendering this opinion, we have
assumed or obtained representations (without any independent
investigation) that:
1. Original documents (including signatures) are
authentic, documents submitted to us as copies conform to the
original documents, and there has been (or will be by the Ef-
fective Time) due execution and delivery of all documents where
due execution and delivery are prerequisites to effectiveness
thereof;
2. Any statement made in the Officers' Certificates
and in any of the other documents referred to herein to the
knowledge of any person or party is and will be correct as if
made without such qualification;
3. All statements, descriptions and representations
contained in any of the documents referred to herein or other-
wise made to us are true and correct in all material respects
and no actions have been (or will be) taken which are inconsis-
tent with such representations; and
4. The Merger will be reported by CUC and HFS on
their respective federal income tax returns in a manner consis-
tent with the opinion set forth below.
Based on our examination of the foregoing items and
subject to the assumptions, exceptions, limitations and quali-
fications set forth herein, we are of the opinion that, if the
Merger is consummated in accordance with the Merger Agreement
(and without any waiver, breach or amendment of any of the
provisions thereof), the Merger qualifies as a merger under
Delaware law and the statements set forth in the Officers'
Certificates are true and correct at the Effective Time, then:
(a) the Merger will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and CUC and
HFS will each be a party to such reorganization within the
meaning of Section 368(b) of the Code;
(b) no gain or loss will be recognized by CUC or HFS
as a result of the Merger;
(c) no gain or loss will be recognized by the stock-
holders of HFS upon the exchange of their shares of HFS Common
Stock solely for shares of CUC Common Stock pursuant to the
Merger, except with respect to cash, if any, received in lieu
of fractional shares of CUC Common Stock;
CUC International Inc.
December 17, 1997
Page 3
(d) the aggregate tax basis of the shares of CUC
Common Stock received solely in exchange for shares of HFS Com-
mon Stock pursuant to the Merger (including fractional shares
of CUC Common Stock for which cash is received) will be the
same as the aggregate tax basis of the shares of HFS Common
Stock exchanged therefor; and
(e) the holding period for shares of CUC Common
Stock received in exchange for shares of HFS Common Stock pur-
suant to the Merger will include the holding period of the
shares of HFS Common Stock exchanged therefore, provided such
shares of HFS Common Stock were held as capital assets by the
stockholder at the Effective Time.
This opinion is based upon the Code, published judi-
cial decisions, administrative regulations and published rul-
ings and procedures as in existence on the date hereof. Our
opinion is not binding upon the Internal Revenue Service or the
courts, and there is no assurance that the Internal Revenue
Service will not successfully assert a contrary position. Fur-
thermore, no assurance can be given that future legislative,
judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of
the conclusions stated herein. We undertake no responsibility
to advise you of any new developments in the application or
interpretation of the federal income tax laws.
This opinion addresses only certain federal income
tax consequences of the Merger under the Code, and does not
address any other federal, state, local or foreign tax conse-
quences that may result from the Merger or any other transac-
tion (including any transaction undertaken in connection with
the Merger).
No opinion is expressed as to any transaction other
than the Merger as described in the Merger Agreement or to the
Merger, if the Merger is not consummated in accordance with the
terms of such Merger Agreement and without waiver or breach of
any material provision thereof or if all of the representa-
tions, warranties, statements and assumptions upon which we
relied are not true and accurate at all relevant times. In the
event any one of the statements, representations, warranties or
assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not
be relied upon.
This opinion has been delivered to you only for the
purposes stated. If may not be relied upon for any other pur-
pose or by any other person or entity and may not be made
available to any other person or entity without our prior writ-
ten consent, except that we consent to the use of this opinion
CUC International Inc.
December 17, 1997
Page 4
as Exhibit 8.3 to the Registration Statement on Form S-4,
including any post-effective amendments thereof, of CUC,
relating to the Merger. In giving such consent, we do not
hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
EXHIBIT 8.4
December 17, 1997
HFS Incorporated
6 Sylvan Way
Parsippany, New Jersey 07054
Gentlemen:
We have acted as counsel to you, HFS Incorporated, a
corporation organized under the laws of Delaware ("HFS"), in
connection with the proposed merger (the "Merger") of HFS with
and into CUC International, Inc., a corporation organized under
the laws of Delaware ("CUC"). This opinion is being furnished
pursuant to section 6.3(c) of the Agreement and Plan of Merger,
dated as of May 27, 1997, between HFS and CUC (the "Merger
Agreement"). Except as otherwise defined herein, capitalized
terms have the meanings set forth in the Merger Agreement.
In rendering our opinion, we have reviewed and relied
upon the Merger Agreement, the Joint Proxy Statement/Prospectus
to stockholders of HFS and CUC dated August 28, 1997 (the
"Proxy Statement/Prospectus"), and such other documents as we
have deemed necessary or appropriate as a basis for the opin-
ion.
In rendering our opinion, we have assumed that the
Merger will be consummated in accordance with the Merger Agree-
ment. We have also assumed that the Proxy Statement/Prospectus
accurately describes the material facts of the Merger and all
other transactions related to the Merger and reflects the
material facts surrounding HFS and CUC. In addition, as to any
facts material to our opinion which we did not independently
establish or verify, we have relied upon statements and repre-
sentations of officers and other representatives of HFS and
CUC. Our opinion
HFS Incorporated
December 17, 1997
Page 2
is conditioned on, among other things, the accuracy of such
facts, statements, and representations, as of the date of the
closing of the Merger.
In our examination of documents in connection with
this opinion, we have assumed the genuineness of all signa-
tures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the
originals of such documents.
In rendering our opinion, we have considered the
applicable provisions of the Internal Revenue Code of 1986 (the
"Code"), Treasury regulations promulgated thereunder, pertinent
judicial authorities, rulings of the Internal Revenue Service,
and such other authorities as we have considered relevant.
Opinion
Based solely upon and subject to the foregoing, it is
our opinion that, for U.S. federal income tax purposes:
1. the Merger will constitute a "reorganization" within
the meaning of Section 368(a) of the Code, and CUC
and HFS will each be a party to such reorganization
within the meaning of Section 368(b) of the Code;
2. no gain or loss will be recognized by CUC or HFS as a
result of the Merger;
3. no gain or loss will be recognized by the stock-
holders of HFS upon the exchange of their shares of
HFS Common Stock solely for shares of CUC Common
Stock pursuant to the Merger, except with respect to
cash, if any, received in lieu of fractional shares
of CUC Common Stock;
HFS Incorporated
December 17, 1997
Page 3
4. the aggregate tax basis of the shares of CUC Common
Stock received solely in exchange for shares of HFS
Common Stock pursuant to the Merger (including
fractional shares of CUC Common Stock for which cash
is received) will be the same as the aggregate tax
basis of the shares of HFS Common Stock exchanged
therefor; and
5. the holding period for shares of CUC Common Stock
received in exchange for shares of HFS Common Stock
pursuant to the Merger will include the holding
period of the shares of HFS Common Stock exchanged
therefor, provided such shares of HFS Common Stock
were held as capital assets by the stockholder at the
Effective Time.
Except as set forth above, we express no other
opinion. The opinion set forth herein is being furnished to
you solely in connection with the Merger. This opinion is
solely for your benefit and is not to be used, circulated,
quoted or other wise referred to for any purpose without our
express written permission, except that we consent to the
filing of this opinion as an exhibit to the Registration
Statement on Form S-4 in accordance with the requirements of
Item 601(a)(23) of Regulation S-K promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as
amended. Any material variation or difference in the facts
from those referred to or assumed herein may affect the
conclusions stated herein.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below hereby constitutes and appoints James E. Buckman and E. Kirk
Shelton, and each and either of them, his or her true and lawful attorney-
in-fact and agent for him or her and in his or her name, place and stead,
in any and all capacities, to sign (1) any and all amendments (including,
without limitation, post-effective amendments) to Registration Statement
No. 333-34517 (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") and any and all instruments and
documents filed as part of or in connection or supplements or amendments to
the Registration Statement covering the offering and issuance of Cendant
Corporation's (the "Company") common stock (the "Securities") pursuant to
such registration statement in connection with the merger of the Company
with HFS Incorporated, and (2) any additional registration statements or
reports to be filed by the Company with the Commission and/or any national
securities exchange under the Securities Exchange Act of 1934, as amended,
or otherwise and/or with the applicable governmental authorities of any
State in connection with the issuance of such Securities, and any and all
amendments thereto, and any and all instruments and documents filed as part
of or in connection with such registration statements or reports or
amendments thereto; granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that the said attorneys-in-fact and
agents or any of them, shall do or cause to be done by virtue hereof.
/s/ Henry R. Silverman /s/ Frederick D. Green
- ------------------------------ ------------------------------
Henry R. Silverman Frederick D. Green
Date: December 17, 1997 Date: December 17, 1997
/s/ Michael P. Monaco /s/Carole G. Hankin
- ------------------------------ ------------------------------
Michael P. Monaco Carole G. Hankin
Date: December 17, 1997 Date: December 17, 1997
/s/ Stephen P. Holmes /s/ Brian Mulroney
- ------------------------------ ------------------------------
Stephen P. Holmes Brian Mulroney, P.C., LL.D.
Date: December 17, 1997 Date: December 17, 1997
/s/ Robert D. Kunisch /s/ Robert E. Nederlander
- ------------------------------ ------------------------------
Robert D. Kunisch Robert E. Nederlander
Date: December 17, 1997 Date: December 17, 1997
/s/ John D. Snodgrass /s/ Anthony G. Petrello
- ------------------------------ ------------------------------
John D. Snodgrass Anthony G. Petrello
Date: December 17, 1997 Date: December 17, 1997
/s/ Robert T. Tucker /s/ Robert W. Pittman
- ------------------------------ ------------------------------
Robert T. Tucker Robert W. Pittman
Date: December 17, 1997 Date: Robert W. Pittman
/s/ James E. Buckman /s/ E. John Rosenwald, Jr.
- ------------------------------ ------------------------------
James E. Buckman E. John Rosenwald, Jr.
Date: December 17, 1997 Date: December 17, 1997
/s/ Leonard S. Coleman /s/ Leonard Schutzman
- ------------------------------ ------------------------------
Leonard S. Coleman Leonard Schutzman
Date: December 17, 1997 Date: December 17, 1997
/s/ Christel DeHaan /s/ Robert F. Smith
- ------------------------------ ------------------------------
Christel DeHaan Robert F. Smith
Date: December 17, 1997 Date: December 17, 1997
/s/ Martin L. Edelman /s/ Craig R. Stapleton
- ------------------------------ ------------------------------
Martin L. Edelman Craig R. Stapleton
Date: December 17, 1997 Date: December 17, 1997