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15,529,289 SHARES
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CUC INTERNATIONAL INC.
COMMON STOCK
($.01 par value per share)
The 15,529,289 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 (or, in the case of the options described below, may be
issued) to certain former stockholders and optionholders (collectively, the
"Selling Stockholders") of Hebdo Mag International Inc., a Canadian corporation
("Hebdo Mag") in connection with the acquisition (the "Hebdo Mag Acquisition")
of all of the outstanding shares of capital stock of Hebdo Mag by Getting to
Know You of Canada Ltd., a Canadian corporation and an indirect, wholly owned
subsidiary of the Company ("Acquisition Sub"). See "Selling Stockholders."
The Hebdo Mag Acquisition was consummated pursuant to the terms of (i) a
Share Purchase Agreement dated as of August 13, 1997 (the "Purchase Agreement")
among the Company, Hebdo Mag, certain of the Selling Stockholders and
Acquisition Sub and (ii) an Agreement dated as of August 13, 1997 (the "Option
Assumption Agreement") among the Company and one of the Selling Stockholders.
Upon the consummation of the Hebdo Mag Acquisition, Acquisition Sub issued
shares of preferred stock (the "Preferred Shares") to certain of the Selling
Stockholders and the Company issued certain options to certain of the Selling
Stockholders (described below) in accordance with the terms of the Purchase
Agreement and the Option Assumption Agreement. The Preferred Shares are
exchangeable into the Shares at an exchange rate set forth in the Purchase
Agreement. The options issued by the Company pursuant to the terms of the
Purchase Agreement and the Option Assumption Agreement (the "CUC Options")
reflect the assumption by the Company of certain options to purchase shares of
Hebdo Mag (the "Hebdo Mag Options"), on the same terms and conditions (including
vesting) as the Hebdo Mag Options, as determined in accordance with the terms
and conditions of the Purchase Agreement and the Option Assumption Agreement and
evidenced by separate stock option agreements between the Company and each
Selling Stockholder receiving CUC Options. See "Selling Stockholders."
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 October 29, 1997.
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The Company is registering the Shares as required pursuant to certain
registration rights granted to the respective Selling Stockholders in connection
with the consummation of the Hebdo Mag Acquisition. 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 October 27, 1997, the last reported sale
price of Common Stock on the NYSE was $26-15/16 per share.
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
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
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(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 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
services 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.
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On August 13, 1997, the Company entered into (i) a Share Purchase Agreement
with Hebdo Mag, certain of the Selling Stockholders and Acquisition Sub,
pursuant to which Acquisition Sub agreed to acquire all of the outstanding
capital stock of Hebdo Mag in exchange for the issuance of the Preferred Shares
and certain of the CUC Options, and (ii) an Agreement with one of the Selling
Stockholders, pursuant to which the Company agreed to issue the remainder of the
CUC Options. The Hebdo Mag Acquisition was consummated on October 2, 1997. 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 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 following
former stockholders and optionholders of Hebdo Mag: Louise T. Blouin MacBain,
John H. MacBain, Toronto Star Newspapers Limited, an Ontario corporation, and
Eric Teyssonniere de Gramont. Assuming the exchange of all of the Preferred
Shares and the exercise of all of the CUC Options, all of the Shares offered
hereby will be owned, both beneficially and of record, by the Selling
Stockholders as follows: (i) Toronto Star Newspapers Limited: 7,101,462 Shares
pursuant to the exchange of Preferred Stock; (ii) Louise T. Blouin MacBain:
3,550,731 Shares and 314,139 Shares pursuant to the respective exchange of
Preferred Stock and exercise of CUC Options; (iii) John H. MacBain: 3,550,731
Shares and 314,139 Shares pursuant to the respective exchange of Preferred Stock
and exercise of CUC Options; and (iv) Eric Teyssonniere de Gramont: 698,087
shares of Common Stock pursuant to the exercise of CUC Options. Immediately
prior to the consummation of the Hebdo Mag Acquisition, the Selling
Stockholders, other than Eric Teyssonniere de Gramont, were the sole owners of
Hebdo Mag. To the best of the Company's knowledge, the Shares are the only
shares of Common Stock of the Company owned by the Selling Stockholders and will
be acquired by the Selling Stockholders either in exchange for the Preferred
Shares issued to them by Acquisition Sub in connection with the Hebdo Mag
Acquisition and pursuant to the terms of the Purchase Agreement or pursuant to
the exercise of the CUC Options, as applicable. The Shares offered by this
Prospectus may be offered from time to time by the Selling Stockholders (or by
broker-dealers, as described in the Plan of Distribution). The Selling
Stockholders may, from time to time, offer to sell all of the Shares offered by
this Prospectus.
Pursuant to a Shareholders' Agreement dated as of October 2, 1997, (the
"Shareholders' Agreement") among the Company, Acquisition Sub and the Selling
Stockholders, the Preferred Shares are not exchangeable for Common Stock until
the date on which the Company issues to the public its unaudited consolidated
financial statements which report financial results covering at least 30 days of
post-closing combined operations of the Company and Hebdo Mag. Under certain
circumstances, including the passage of five years from the consummation of the
Hebdo Mag Acquisition, Acquisition Sub has the right to require the Selling
Stockholders
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who or which then hold Preferred Shares to exchange their Preferred Shares for
Common Stock. The Shareholders' Agreement also contains certain anti-dilution
provisions applicable to the Selling Stockholders' relative ownership of Common
Stock.
Registration Rights of the Selling Stockholders. The Company is registering
the Shares as required pursuant to certain registration rights of the Selling
Stockholders under the Shareholders' Agreement (the "Registration Rights"). In
connection with the Registration Rights, the Company filed the registration
statement, of which this Prospectus formed a part, with respect to the resale of
the Shares. The effectiveness of such registration statement was a condition to
the consummation of the Hebdo Mag Acquisition under the Purchase Agreement. The
Company agreed to use its commercially reasonable efforts to maintain the
effectiveness of such registration statement (and maintain the current status of
the prospectus or prospectuses contained therein) through the earlier of (x) the
first date on which all Selling Stockholders are permitted to resell such Shares
pursuant to the provisions of Rule 144 promulgated under the Securities Act, or
(y) the date upon which all Shares have either been sold or otherwise
transferred by the Selling Stockholders to the general public or such Shares
shall have ceased to be outstanding. In addition, pursuant to the Registration
Rights, 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 Registration Rights (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). In addition, pursuant
to the Registration Rights, 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 any amendments and
supplements thereto.
Employment and Other Special Relationships of the Selling Stockholders. The
Selling Stockholders were directors and/or officers of Hebdo Mag, including
Louise T. Blouin MacBain, who was the Chairman and Co-Chief Executive Officer of
Hebdo Mag, and John H. MacBain, who is the President and Co-Chief Executive
Officer of Hebdo Mag, and Eric Teyssonniere de Gramont. In addition to the Share
Purchase Agreement and the CUC Options, Louise T. Blouin MacBain and John H.
MacBain entered into employment agreements (the "MacBain Employment Agreements")
with the Company for terms of five years and two months from the date of the
consummation of the Hebdo Mag Acquisition at a base salary of French Francs
275,000 (or approximately $45,000) per year, plus certain employee stock options
(in addition to the CUC Options) and the right to participate in the Company's
employee benefit package. Louise T. Blouin MacBain, John H. MacBain and Toronto
Star Newspapers Limited entered into non-competition agreements (the "Hebdo Mag
Non-Competition Agreements") that provide, subject to the terms and conditions
thereof, that they will not compete with certain of the Company's operations for
a period of five years following the consummation of the Hebdo Mag Acquisition.
To the best knowledge of the Company, except as set forth above, none of the
Selling Stockholders are, or have been in the past three years, a director or
officer of the Company or any of its affiliates. Except for the transactions
contemplated by the Share Purchase Agreement, the Option Assumption Agreement,
the CUC Options, the MacBain Employment Agreements and the Hebdo Mag
Non-Competition Agreements, to the best knowledge of the Company, there is not,
and there has not been in the past three years, any material relationship
between the Company and its affiliates, on the one hand, and the Selling
Stockholders and their respective affiliates, on the other. Following the
exchange of the Preferred Shares and the exercise of the CUC Options, the
Selling Stockholders will own the Shares and the Selling Stockholders have
advised the Company that they may resell such Shares from time to time.
PLAN OF DISTRIBUTION
The Selling Stockholders have advised the Company that the Shares may be
sold from time to time on the NYSE or any national securities exchange or
automated interdealer quotation system on which shares of Common Stock are then
listed, or through negotiated transactions or otherwise. The Shares will be sold
at prices and on terms then prevailing, at prices related to the then-
5
current market price, or at negotiated prices. The Selling Stockholders, or
their respective pledgees, donees, distributees, transferees or other
successors-in-interest (collectively, "Transferees") or certain counterparties
to derivatives transactions with the Selling Stockholders or Transferees may
effect sales of the Shares directly or by or through underwriters, brokers,
dealers or agents 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 underwriters, brokers, dealers or agents, 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.
The Selling Stockholders and Transferees may enter into hedging
transactions with broker-dealers with respect to the Preferred Shares or the
Shares. 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 a broker-dealer and the
financial institution or the broker-dealer may sell the Shares so loaned or upon
a default the financial institution or the 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 has been passed upon for the Company by Amy N.
Lipton, Esq., who 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
6
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 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 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 by reference in this Prospectus by reference to
the CUC/HFS Proxy have
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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.
8
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No dealer, salesperson or other
individual has been authorized to
give any information or to make any 15,529,289 SHARES
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 unlawful
to make such offer solicitation. CUC International Inc.
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.
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TABLE OF CONTENTS
Page
COMMON STOCK
Available Information............. 2 ($.01 par value per share)
Incorporation of Certain Documents
By Reference.................... 2
The Company....................... 3
Use of Proceeds................... 4
Selling Stockholders.............. 4
Plan of Distribution.............. 5
Legal Matters..................... 6
Experts........................... 6 ___________________
PROSPECTUS
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October 29, 1997
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