As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 333-26927
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
CUC INTERNATIONAL INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-0918165
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
-------------------
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
-------------------
Cosmo Corigliano
Senior Vice President and Chief Financial Officer
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Amy N. Lipton, Esq.
Senior Vice President and General Counsel
CUC International Inc.
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261
-------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
0
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED SEPTEMBER 16, 1997
595,664 SHARES
-----------------
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE PER SHARE)
The 595,664 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 were issued by the Company to certain former preferred
stockholders (the "Selling Stockholders") of Berkeley Systems, Inc.
("Berkeley") in connection with the acquisition (the "Berkeley Acquisition")
of all of the outstanding shares of capital stock of Berkeley by the Company.
See "Selling Stockholders."
The Berkeley Acquisition was entered into pursuant to the terms of a
Merger Agreement dated as of March 28, 1997 (the "Berkeley Merger
Agreement") by and among the Company, Berkeley Acquisition Corporation, a
wholly-owned subsidiary of the Company ("Merger Sub"), Berkeley and certain
shareholders of Berkeley, as well as pursuant to the terms of an Escrow
Agreement dated as of April 11, 1997 (the "Berkeley Escrow Agreement") by and
among the Company, Merger Sub, Berkeley, certain shareholders of Berkeley, and
The First National Bank of Boston, as escrow agent (the "Escrow Agent").
Pursuant to the Berkeley Merger Agreement, among other things, Merger Sub
merged with and into Berkeley, with Berkeley continuing as the surviving
corporation of such merger, and the Company became the sole stockholder of
such surviving corporation. The aggregate purchase price paid by the Company in
connection with the Berkeley Acquisition was approximately $16.2 million
(subject to certain adjustments), which was paid partly in cash and partly
through the issuance by the Company to the Selling Stockholders of the Shares
(provided that 139,494 Shares out of the total number of Shares will be held in
escrow by the Escrow Agent to secure certain potential indemnity claims against
certain of the Selling Stockholders). 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 September 11, 1997, the
last reported sale price of Common Stock on the NYSE was $281/8 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 , 1997.
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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, information statements and other
information with the Securities and Exchange Commission (the "Commission").
Copies of reports, proxy statements, information statements and other
information filed by the Company with the Commission 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 also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the Common Stock is listed on the NYSE,
and such reports, proxy statements, information statements and other information
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"), with respect to the
Shares. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete and, with respect to each such
contract, agreement or other document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement is deemed qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and amendments thereto) previously filed by the
Company (File No. 1-10308) with the Commission pursuant to the Exchange Act are
incorporated herein by reference and are made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1997 (the "CUC 10-K"), filed with the Commission on May
1, 1997;
(ii) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended April 30, 1997 and July 31, 1997 (the "CUC 10-Qs"), filed
with the Commission on June 16, 1997 and September 15, 1997;
(iii) The Company's Current Reports on Form 8-K, filed with the
Commission on February 4, 1997, February 13, 1997, February 26, 1997,
March 17, 1997, May 29, 1997 and August 14, 1997, and all other reports
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filed pursuant to Section 13(a) or 15(d) of the Exchange Act since January
31, 1997 and prior to the date of this Prospectus;
(iv) The Joint Proxy Statement/Prospectus of CUC International Inc.
and HFS Incorporated (the "CUC/HFS Proxy") on Schedule 14A filed with the
Commission on August 28, 1997; and
(v) 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.
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 hereof and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference and to be a part hereof on and from the date of filing of such
documents. Any statement contained in a document so incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered upon the written or oral request of such person. Requests for
such copies should be directed to the Company, 707 Summer Street, Stamford,
Connecticut 06901, Attention: Secretary, telephone: (203) 324-9261.
THE COMPANY
The Company is a leading technology-driven, membership-based consumer
services company, providing over 70 million members with access to a variety
of goods and services worldwide. These memberships include such components as
shopping, travel, auto, dining, home improvement, lifestyle, vacation exchange,
credit card and checking account enhancement packages, financial products and
discount programs. The Company also administers insurance package programs which
are generally combined with discount shopping and travel for credit union
members, distributes welcoming packages which provide new homeowners with
discounts for local merchants, and provides travelers with value-added tax
refunds. The Company believes that it is the leading provider of
membership-based consumer services of these types in the United States. The
Company's membership activities are conducted principally through its
Comp-U-Card division and the Company's wholly-owned subsidiaries,
FISI*Madison Financial
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Corporation, Benefit Consultants, Inc., Interval International Inc.,
Entertainment Publications, Inc. and SafeCard Services, Inc., acquired as part
of the Company's acquisition of Ideon Group, Inc. ("Ideon").
The Company also offers consumer software in various multimedia forms
through the CUC Software Division. During its fiscal year ended January 31,
1997, the Company acquired Davidson & Associates, Inc. ("Davidson"), Sierra
On-Line, Inc. ("Sierra") and Knowledge Adventure, Inc. ("KA"). Davidson, Sierra
and KA develop, publish, manufacture and distribute educational, entertainment
and personal productivity interactive multimedia products for home and school
use. These products incorporate characters, themes, sound, graphics, music and
speech in ways that are engaging to the user for multimedia PC's,
including CD-ROM-based PC systems, and selected emerging platforms. Recent
Developments. On May 27, 1997, the Company entered into an Agreement and Plan of
Merger with HFS Incorporated, a Delaware corporation ("HFS"), pursuant to
which, upon the terms and subject to the conditions specified therein, HFS will
be merged with and into the Company, with the Company as the surviving
corporation in such merger (the "HFS Merger"). HFS is a global service
provider, providing services to consumers through intermediaries in the travel
and real estate industries. Upon completion of the HFS Merger, the Company, as
the surviving company in the HFS Merger, will change its name to Cendant
Corporation. In the HFS Merger, each share of issued and outstanding HFS common
stock will be converted into the right to receive 2.4031 shares of Common Stock.
Completion of the HFS Merger is subject, among other things, to approval by the
shareholders of CUC and HFS. The HFS Merger will be accounted for in accordance
with the pooling-of-interests method of accounting.
On August 13, 1997, the Company entered into a Share Purchase Agreement
with Hebdo Mag International Inc. ("Hebdo Mag"), certain stockholders of Hebdo
Mag (the "Hebdo Mag Stockholders") and Getting to Know You of Canada Ltd., an
indirect wholly-owned subsidiary of the Company ("Subsidiary"), pursuant to
which Subsidiary agreed to acquire (the "Hebdo Mag Acquisition") all of the
outstanding capital stock of Hebdo Mag in exchange for the issuance of shares of
preferred stock of Subsidiary exchangeable for shares of Common Stock (the
"Hebdo Acquisition Shares") and the assumption of certain options of Hebdo Mag
exchanged for options to acquire shares of Common Stock, such Hebdo Acquisition
Shares or options having an aggregate value of approximately $440 million. Based
in Paris, France, Hebdo Mag is an international publisher of over 150 titles and
distributor of classified advertising information with operations in twelve
countries, including Canada, France, Sweden, Hungary, the United States, Italy,
Russia and Holland. The Hebdo Mag Acquisition is subject to customary closing
conditions, including the expiration of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Investment Canada Act,
the Canada Competition Act and the Swedish Competition Act, as well as the
effectiveness of a registration statement required to be filed by the Company
with respect to the resale by the Hebdo Mag Stockholders of the Hebdo
Acquisition
5
Shares. The Hebdo Mag Acquisition will be accounted for in accordance with the
pooling-of-interests method of accounting.
The Company from time to time explores and conducts discussions with regard
to acquisitions and other strategic corporate transactions in its industries and
in other businesses. Historically, the Company has been involved in numerous
transactions of various magnitudes for consideration which included cash or
securities (including Common Stock) or combinations thereof. The Company will
evaluate and pursue appropriate acquisition and combination opportunities as
they arise. No assurance can be given with respect to the timing, likelihood or
financial or business effect of any possible transaction. In the past,
acquisitions by the Company have involved both relatively small acquisitions and
acquisitions which have been significant, including the HFS Merger.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All of the proceeds from the sale of the Shares will be received by the
Selling Stockholders.
SELLING STOCKHOLDERS
Ownership of the Shares. The Selling Stockholders consist of the Escrow
Agent and the following former preferred stockholders of Berkeley: Alta V
Limited Partnership, Customs House Partners, Hummer Winblad Technology Fund II,
L.P., Hummer Winblad Technology Fund IIA, L.P., Hummer Winblad Venture Partners
II, L.P., Imperial Bank, Mr. Wesley L. Boyd ("Mr. Boyd"), in his individual
capacity, Ms. Joan E. Blades, in her individual capacity, and Wesley Boyd and
Joan E. Blades, as trustees under a Trust Agreement dated May 24, 1993. All of
the Shares offered hereby are owned, both beneficially and of record, by the
Selling Stockholders; however, as mentioned on the first page of this
Prospectus, 139,494 Shares out of the total number of Shares will be held in
escrow by the Escrow Agent to secure certain potential indemnity claims against
Berkeley and certain of the Selling Stockholders under the Berkeley Merger
Agreement. If no claims have been asserted by the Company against the escrowed
portion of the Shares prior to the six-month anniversary of the closing of the
Berkeley Acquisition, the Escrow Agent will release one-half of such escrowed
Shares to certain of the Selling Stockholders following such date, and if no
claims have been asserted by the Company against the remaining escrowed portion
of the Shares prior to the one-year anniversary of the closing of the Berkeley
Acquisition, the remaining one-half of such escrowed Shares will be released
following the one-year anniversary of the closing of the Berkeley Acquisition;
otherwise all, a portion of or none of such escrowed Shares will be released to
certain of the Selling Stockholders based upon and following the resolution of
any such claims. As of the date of this Prospectus, other than the Shares
offered hereby, the Selling Stockholders do not own any other shares of Common
Stock or any other shares of the capital stock of the Company. Immediately prior
to giving effect to the Berkeley Acquisition, the Selling Stockholders were the
majority stockholders of
6
Berkeley. The Shares were acquired by the Selling Stockholders in connection
with the Berkeley Acquisition and the provisions of the Berkeley Merger
Agreement, and represent less than one percent (1%) of the total outstanding
shares of Common Stock. The Shares offered by this Prospectus may be offered
from time to time by the Selling Stockholders. Since the Selling Stockholders
may sell all, some or none of their Shares, no estimate can be made of the
aggregate number of Shares that are to be offered hereby or that will be owned
by the Selling Stockholders upon completion of the offering to which this
Prospectus relates.
Registration Rights of the Selling Stockholders. The Company is registering
the Shares as required pursuant to certain registration rights granted to the
Selling Stockholders upon the terms and conditions set forth in the Berkeley
Merger Agreement (the "Berkeley Registration Rights Provisions"). In
connection with the Berkeley Registration Rights Provisions, the Company has
filed the Registration Statement, of which this Prospectus forms a part, with
respect to the resale of the Shares, and has agreed to use its commercially
reasonable efforts to keep the Registration Statement current and effective
through the earlier of (x) the first date on which any Selling Stockholder is
permitted to resell such 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 Shares held by the Selling Stockholders. In addition, pursuant
to the Berkeley Registration Rights Provisions, the Company will bear certain
costs of registering the Shares under the Securities Act, including the
registration fee under the Securities Act, all other registration,
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 Berkeley Registration Rights Provisions (excluding, without
limitation, all underwriting discounts, selling commissions and transfer taxes
applicable to the sale of the Shares and excluding the cost of any separate
legal counsel or other advisors retained by the Selling Stockholders). In
addition, pursuant to the Berkeley Registration Rights Provisions, the Company,
on the one hand, and the Selling Stockholders, on the other hand, have agreed to
indemnify each other and certain other parties for certain liabilities,
including liabilities under the Securities Act, with respect to certain
inaccuracies which might be contained in this Prospectus and the Registration
Statement and the amendments and supplements thereto.
Employment and Other Special Relationships of the Selling Stockholders.
Certain of the Selling Stockholders were directors and/or officers of Berkeley
prior to the consummation of the Berkeley Acquisition, including, without
limitation, Mr. Boyd, who was formerly the Chairman of Berkeley prior to the
consummation of the Berkeley Acquisition. In addition to the Berkeley Merger
Agreement and the Berkeley Escrow Agreement, Mr. Boyd entered into a
non-competition agreement with Berkeley on the date of consummation of the
Berkeley Acquisition, which agreement provides, subject to the terms and
conditions thereof, that he will not compete with certain businesses of Berkeley
for a period of five years following the consummation of the Berkeley
Acquisition. To the best knowledge of the Company, except as set forth above,
none of the Selling Stockholders nor any of the
7
affiliates of the 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 Berkeley Merger Agreement, the Berkeley Escrow
Agreement and such non-competition agreement, to the best knowledge of the
Company, there is not, and there has not in the past three years been, any
material relationship between the Company and its affiliates, on the one hand,
and the Selling Stockholders and their respective affiliates, on the other.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may be
sold from time to time by the Selling Stockholders or by their respective
pledgees, donees, distributees, transferees or other successors-in-interest
(collectively, "Transferees") 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, Transferees or certain
counterparties to derivatives transactions with the Selling Stockholders or
Transferees 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, Transferees 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, Transferees 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
and Transferees 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 and Transferees. The Selling Stockholders and Transferees may also
sell the Shares short and redeliver the Shares to close out the short positions.
The Selling Stockholders and Transferees 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 and Transferees may also loan or pledge
the Shares to a financial institution or broker-dealer and the financial
institution or broker-dealer may sell the Shares so loaned or
8
upon a default the financial institution or broker-dealer may effect sales of
the pledged shares. In addition to the foregoing, the Selling Stockholders and
Transferees may, from time to time, enter into other types of hedging
transactions.
In offering the Shares covered by this Prospectus, the Selling
Stockholders, Transferees and any brokers, dealers or agents who participate in
a sale of the Shares by the Selling Stockholders and Transferees 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.
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 incorporated by reference in this Prospectus 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, 1996 and 1995, is 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
accountants of Ideon. The financial statements and schedule referred to above
are included in reliance upon such reports given upon the authority of such
firms as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended April 30, 1997 and 1996,
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 Form 10-Q for the period ended April 30, 1997,
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 the 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 financial statements of HFS and its consolidated subsidiaries, except
PHH Corporation ("PHH"), as of December 31, 1996 and 1995 and for each of the
three years in the period ended
9
December 31, 1996, incorporated in this Prospectus by reference from the CUC/HFS
Proxy have been audited by Deloitte & Touche LLP, as stated in their reports
which are incorporated herein by reference. The financial statements of PHH
(consolidated with those of HFS) as of December 31, 1996 and January 31, 1996
and for the year ended December 31, 1996 and each of the years in the two-year
period ended January 31, 1996 have been audited by KPMG Peat Marwick LLP, as
stated in their report incorporated herein by reference. Their report contains
an explanatory paragraph that states that PHH adopted the provisions of
Statement of Financial Standards No. 122 "Accounting for Mortgage Service
Rights" in the year ended January 31, 1996. Such financial statements of HFS and
its consolidated subsidiaries are incorporated by reference herein in reliance
upon the respective reports of such firms given upon their authority as experts
in accounting and auditing. All of the foregoing firms are independent auditors.
The consolidated financial statements of Century 21 NORS as of and for the
year ended July 31, 1995, have been incorporated by reference herein from the
CUC/HFS Proxy in reliance upon the report dated January 12, 1995 of White,
Nelson & Co. LLP, independent certified public accountants, incorporated by
reference herein, given upon the authority of said firm as experts in accounting
and auditing.
The Independent Auditor's Report relating to the consolidated financial
statements of Century 21 Real Estate Inc. and subsidiaries as of and for the
years ended July 31, 1995, 1994 and 1993, has been incorporated by reference
herein from the CUC/HFS Proxy in reliance upon the report dated September 25,
1995, of Tony H. Davidson, CPA independent certified public accountant,
incorporated by reference herein, given upon the authority of said individual as
experts in accounting and auditing.
The consolidated balance sheets of Coldwell Banker Corporation ("Coldwell
Banker") and subsidiaries as of December 31, 1995 and 1994 and the related
consolidated statements of operations, stockholders' equity (deficiency) and
cash flows for each of the two years in the period ended December 31, 1995, have
been incorporated by reference herein from the CUC/HFS Proxy in reliance upon
the report dated February 27, 1996 of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
The financial statements of Century 21 of Eastern Pennsylvania, Inc. (an
"S" corporation) as of and for the years ended April 30, 1995 and 1994, have
been incorporated by reference herein from the CUC/HFS Proxy in reliance upon
the report dated June 22, 1995 of Woolard, Krajnik & Company, LLP, independent
certified public accountants, incorporated by reference herein, given upon the
authority of said firm as experts in accounting and auditing.
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
10
and subsidiaries (formerly Coldwell Banker Residential Holding Company and
subsidiaries) have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report which is incorporated herein from the CUC/HFS Proxy 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 of Avis, Inc. as of February 29, 1996
and February 28, 1995 and for each of the three years in the period ended
February 29, 1996 incorporated in this Prospectus by reference to the CUC/HFS
Proxy have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The combined financial statements of Resort Condominiums International,
Inc. as of and for the year ended December 31, 1995, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report dated February
23, 1996, except for Notes 9 to 11, as to which the date is February 7, 1997,
and have been incorporated herein by reference from the CUC/HFS Proxy. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
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========================================= =================================
No dealer, salesperson or other individual
has been authorized to 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
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 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 to the date hereof.
-------------
TABLE OF CONTENTS
PAGE
Available Information................. 2
Incorporation of Certain Documents 595,664 SHARES
By Reference.......................... 2
The Company........................... 3
Use of Proceeds....................... 4
Selling Stockholders.................. 4
Plan of Distribution.................. 5
Legal Matters......................... 6
Experts............................... 6 CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE PER SHARE)
-------------------
PROSPECTUS
-------------------
, 1997
======================================= ===================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee................ $ 4,332.10
*Accounting Fees and Expenses...................................... 20,000.00
*Legal Fees and Expenses........................................... 5,000.00
*Miscellaneous .................................................... 0.00
----------
Total...................................................... $29,332.10
As noted above under "Selling Stockholders -- Registration Rights of the
Selling Stockholders", the Company has agreed to bear certain costs of
registering the Shares under the Securities Act, including the registration fee
under the Securities Act, all other registration, qualification and filing fees,
all fees and expenses of legal counsel, accountants and other persons retained
by the Company, all printing fees (if any) and all other expenses incurred by
the Company in connection with the Company's performance of or compliance with
the Berkeley Registration Rights Provisions (excluding, without limitation, all
underwriting discounts, selling commissions and transfer taxes applicable to the
sale of the Shares and the cost of any separate legal counsel or other
advisors retained by the Selling Stockholders); such costs (or estimates
thereof) have been set forth above. The Selling Stockholders will bear certain
other costs relating to the registration of the Shares under the Securities Act,
including all underwriting discounts, selling commissions and transfer taxes
applicable to the sale of the Shares and excluding the cost of any separate
legal counsel or other advisors retained by the Selling Stockholders.
- ------------------
* Estimated for purposes of completing information required pursuant to this
Item 14.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of such corporation or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including
II-1
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such person's conduct was unlawful. A Delaware
corporation may indemnify directors, officers, employees and other agents of
such corporation in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the person to be indemnified has been adjudged to be liable to the
corporation. Where a director, officer, employee or agent of the corporation is
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such person against the expenses
(including attorneys' fees) which he or she actually and reasonably incurred in
connection therewith.
The registrant's By-Laws contain provisions that provide for
indemnification of officers and directors and their heirs and distributees to
the full extent permitted by, and in the manner permissible under, the General
Corporation Law of the State of Delaware.
As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, the registrant's Amended and Restated Certificate of
Incorporation contains a provision eliminating the personal liability of a
director to the registrant or its stockholders for monetary damages for breach
of fiduciary duty as a director, subject to certain exceptions.
Pursuant to the Registration Rights Agreements, the Selling Stockholders
have agreed to indemnify against certain liabilities the Company, affiliates of
the Company and any other person who participates in the offering or sale of
such securities on the Company's behalf.
The registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the Securities
Act.
ITEM 16. EXHIBITS
2.0 Agreement and Plan of Merger dated as of May 27, 1997, between CUC
International Inc. and HFS Incorporated (incorporated herein by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
Commission on May 29, 1997).*
5.0 Opinion of Amy N. Lipton, Esq. as to the legality of the Common Stock to
be registered.*
15.0 Letter of Ernst & Young LLP relating to the Unaudited Interim Financial
Information of CUC International Inc.
II-2
23.1 Consent of Amy N. Lipton, Esq. (included in Exhibit 5.0).*
23.2 Consent of Ernst & Young LLP relating to the audited financial statements
of CUC International Inc.
23.3 Consent of Deloitte & Touche LLP relating to the audited financial
statements of HFS Incorporated.
23.4 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Sierra On-Line, Inc.
23.5 Consent of KPMG Peat Marwick LLP relating to the audited financial
statements of Davidson & Associates, Inc.
23.6 Consent of Price Waterhouse LLP relating to the audited financial
statements of Ideon Group, Inc.
23.7 Consent of White, Nelson & Co. LLP relating to the audited financial
statements of Century 21 Region V.
23.8 Consent of Tony H. Davidson, CPA relating to the audited financial
statements of Century 21 Real Estate, Inc.
23.9 Consent of Coopers & Lybrand L.L.P. relating to the audited financial
statements of Coldwell Banker Corporation.
23.10 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Coldwell Banker Corporation.
23.11 Consent of Price Waterhouse LLP relating to the audited financial
statements of Avis, Inc.
23.12 Consent of Ernst & Young LLP relating to the audited financial statements
of Resort Condominiums International, Inc.
23.13 Consent of KPMG Peat Marwick LLP relating to the audited financial
statements of PHH Corporation.
23.14 Consent of Woolard, Krajnik & Company, LLP relating to the audited
financial statements of Century 21 of Eastern Pennsylvania, Inc.
24.0 Power of Attorney.*
- ----------------------
* Previously filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the
II-3
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities
Act, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on this 16th day of
September, 1997.
CUC INTERNATIONAL INC.
By:/s/ E. KIRK SHELTON
E. Kirk Shelton
President
II-5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Walter A. Forbes and E. Kirk Shelton, and
each and either of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including, without limitation, post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
* Chief Executive Officer and Chairman September 16, 1997
- ---------------------
Walter A. Forbes of the Board (Principal Executive
Officer)
* Senior Vice President and Chief September 16, 1997
- ---------------------
Cosmo Corigliano Financial Officer (Principal
Financial and Accounting Officer)
* Director September 16, 1997
- ---------------------
Bartlett Burnap
* Director September 16, 1997
- ---------------------
T. Barnes Donnelley
* Director September 16, 1997
- ---------------------
Stephen A. Greyser
* Director September 16, 1997
- ---------------------
Christopher K. McLeod
* Director September 16, 1997
- ---------------------
Burton C. Perfit
* Director September 16, 1997
- ---------------------
Robert P. Rittereiser
* Director September 16, 1997
II-6
Stanley M. Rumbough, Jr.
/s/ E. KIRK SHELTON Director September 16, 1997
- ----------------------
E. Kirk Shelton
* Director September 16, 1997
- --------------------
Kenneth A. Williams
*By E. Kirk Shelton,
as attorney-in-fact
/s/ E. KIRK SHELTON September 16, 1997
- ----------------------
E. Kirk Shelton,
as attorney-in-fact
II-7
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
- ------- ------------
15.0 Letter of Ernst & Young LLP relating to the Unaudited Interim
Financial Information of CUC International Inc.
23.2 Consent of Ernst & Young LLP relating to the audited financial statements
of CUC International Inc.
23.3 Consent of Deloitte & Touche LLP relating to the audited financial
statements of HFS Incorporated.
23.4 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Sierra On-Line, Inc.
23.5 Consent of KPMG Peat Marwick LLP relating to the audited financial
statements of Davidson & Associates, Inc.
23.6 Consent of Price Waterhouse LLP relating to the audited financial
statements of Ideon Group, Inc.
23.7 Consent of White, Nelson & Co. LLP relating to the
audited financial statements of Century 21 Region V.
23.8 Consent of Tony H. Davidson, CPA relating to the audited financial
statements of Century 21 Real Estate, Inc.
23.9 Consent of Coopers & Lybrand L.L.P. relating to the
audited financial statements of Coldwell Banker
Corporation.
23.10 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Coldwell Banker Corporation.
23.11 Consent of Price Waterhouse LLP relating to the
audited
II-8
financial statements of Avis, Inc.
23.12 Consent of Ernst & Young LLP relating to the audited
financial statements of Resort Condominiums
International, Inc.
23.13 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of PHH Corporation.
23.14 Consent of Woolard, Krajnik & Company, LLP relating to the audited
financial statements of Century 21 of Eastern Pennsylvania, Inc.
II-9
EXHIBIT 15.0
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
September 15, 1997
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus of CUC International Inc. for the registration
of 595,664 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.
ERNST & YOUNG LLP
Stamford, Connecticut
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of CUC International
Inc. for the registration of 595,644 shares of its common stock and to the
incorporation by reference therein 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.
ERNST & YOUNG LLP
Stamford, Connecticut
September 15, 1997
EXHIBIT 23.3
Independent Auditors' Consent
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-26927 of CUC International Inc. on Form S-3 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 in the Joint Proxy Statement of CUC
International Inc. and HFS Incorporated on Schedule 14A filed on August 28,
1997, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
Deloitte & Touche LLP
Parsippany, New Jersey
September 12, 1997
EXHIBIT 23.4
Independent Auditors' Consent
We consent to the incorporation by reference in Amendment No. 1 of Registration
Statement No. 333-26927 of CUC International Inc. on Form S-3 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 (not presented separately therein), and, to
the reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
Deloitte & Touche LLP
Seattle, Washington
September 12, 1997
EXHIBIT 23.5
Consent of Independent Auditors
The Board of Directors
Davidson & Associates, Inc.
We consent to the use of our report incorporated herein by reference with
respect to the consolidated balance sheet of Davidson & Associates, Inc. and
subsidiaries 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 period ended December 31, 1995, and to the reference
to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Long Beach, California
September 12, 1997
EXHIBIT 23.6
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Prospectus
constitution part of the Registration Statement on Amendment No. 1 to Form S-3
(No. 333-26927) of CUC International Inc. of our report dated February 2, 1996,
relating to the consolidated financial statements of Ideon Group, Inc., which
appears in the Annual Report on Form 10-K of CUC International Inc. for the year
ended January 31, 1997. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Tampa, Florida
September 15, 1997
EXHIBIT 23.7
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-3 of our report dated 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, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
White, Nelson & Co. LLP
Anaheim, California
September 12, 1997
EXHIBIT 23.8
Independent Auditors' Consent
I consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-3 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, and to the reference to me under the heading "Experts" in the Prospectus,
which is part of this registration statement.
Tony H. Davidson, CPA
Lake Oswego, Oregon
September 12, 1997
EXHIBIT 23.9
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. on Form S-3, as amended, 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 Joint Proxy Statement/Prospectus of CUC International Inc. on Schedule
14A, dated August 28, 1997, and included in the HFS Incorporated Current Report
on Form 8-K/A dated May 8, 1996 (filed on or about March 21, 1997) and to the
reference to us under the heading "Experts" in this Prospectus, which is part of
this Registration Statement.
Coopers & Lybrand L.L.P.
Newport Beach, California
September 12, 1997
EXHIBIT 23.10
Independent Auditors' Consent
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-26927 of CUC International Inc. on Form S-3 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 in the Joint Proxy
Statement of CUC International Inc. and HFS Incorporated on Schedule 14A filed
on August 28, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Costa Mesa, California
September 12, 1997
EXHIBIT 23.11
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of CUC
International Inc. of our report dated April 25, 1996, relating to the 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 Inc.
and HFS Incorporated dated August 28, 1997. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Stamford, Connecticut
September 15, 1997
EXHIBIT 23.12
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of CUC International
Inc. for the registration of 595,664 shares of its common stock and to the
incorporation by reference therein of our report dated February 23, 1996 (except
notes 9-11, 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.
ERNST & YOUNG LLP
Indianapolis, Indiana
September 15, 1997
EXHIBIT 23.13
Consent of Independent Auditors
The Board of Directors
PHH Corporation
We consent to the incorporation by reference in this Registration Statement of
CUC International Inc. ("CUC") on Form S-3 (No. 333-26927) 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 the
related consolidated statements of income, stockholders' equity, and cash flows
for the year ended December 31, 1996 and January 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. We also consent to the reference to
our firm under the heading "Experts" in the Registration Statement.
Our report contains an explanatory paragraph that states 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.
KPMG Peat Marwick LLP
Baltimore, Maryland
September 12, 1997
EXHIBIT 23.14
Independent Auditors' Consent
We consent to the incorporation by reference in the Registration Statement of
CUC INTERNATIONAL INC. on Form S-3 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, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of the Registration Statement.
WOOLARD, KRAJNIK & COMPANY, LLP
Exton, Pennsylvania
September 12, 1997
