CREDENTIALS SERVICES INTERNATIONAL, INC.
c/o Cendant Corporation
6 Sylvan Way
Parsippany, NJ 07054
May 13, 1998
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Application for withdrawal of (i)
Registration Statement on Form S-1 (File No.
333-37461) of Credential Services
International, Inc. and (ii) Registration
Statement on Form 8-A (File No. 001-13501) of
Credentials Services International, Inc.
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Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C of the Securities Act of 1933,
as amended (the "Act") and Rule 12d2-2 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Credentials Services International, Inc.
(the "Registrant") hereby respectfully makes application to the Securities and
Exchange Commission (the "Commission") for the withdrawal of the following:
(i) the Registration Statement on Form S-1 (File No.
333-37461) filed by the Registrant with the Commission on October 8,
1997, together with Amendment No. 1, Amendment No. 2 and Amendment
No. 3 thereto (collectively, the "S-1 Registration Statement"); and
(ii) the Registration Statement on Form 8-A (File No.
001-13501) filed by the Registrant with the Commission on October
15, 1997, together with Amendment No. 1 and Amendment No. 2 thereto
(collectively, the "8-A Registration Statement" and, together with
the S-1 Registration Statement, the "Registration Statements").
The Registration Statements were filed in connection with the
proposed initial public offering of the Registrant's common stock. On April 10,
1998, all of the outstanding capital stock of the Registrant was acquired by
Cendant Corporation pursuant to a Stock Purchase Agreement dated as of such
date. In light of such acquisition, the Registrant has determined not to
consummate such initial public offering. The Registrant believes that, since the
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purpose for which the Registration Statements were filed has been eliminated,
withdrawal of the Registration Statements is appropriate. The Registrant
confirms that no securities have been issued or sold pursuant to the S-1
Registration Statement. The filing fee for the Registration Statements was wire
transferred to the Commission at the time of the initial filing and the
Registrant understands that such fee will not be returned to it.
Accordingly, the Registrant hereby respectfully requests the
Commission to (i) grant the application of the Registrant to have (a) the S-1
Registration Statement withdrawn pursuant to Rule 477 under the Securities Act,
and (b) the 8-A Registration Statement withdrawn pursuant to Rule 12d2-2 under
the Exchange Act, and (ii) issue an appropriate order to be included in the
files for the S-1 Registration Statement and the 8-A Registration Statement to
the effect that the S-1 Registration Statement and the 8-A Registration
Statement, respectively, have been "Withdrawn upon the request of the
Registrant, the Commission consenting thereto."
Please feel free to call the undersigned ((714) 704-6400) or Howard
Chatzinoff, Esq. ((212) 310-8340) or Anne-Marie Wood, Esq. ((212) 310-8024) of
Weil, Gotshal & Manges LLP, special counsel to the Registrant, if you have any
questions or comments concerning the foregoing.
Sincerely,
CREDENTIALS SERVICES
INTERNATIONAL, INC.
By: /s/ David Thompson
-----------------------------
Name: David Thompson
Title: President
cc: Jeffrey Epstein
Securities and Exchange Commission
New York Stock Exchange
Howard Chatzinoff, Esq.
Anne-Marie Wood, Esq.
Weil, Gotshal & Manges LLP
James Buckman, Esq.
Eric Block, Esq.
Jeffrey Gershowitz, Esq.
Cendant Corporation
