<PAGE>
As filed with the Securities and Exchange Commission on September 5, 1995
Registration No. 33-95126
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 No.)
707 Summer Street
Stamford, Connecticut
(203) 324-9261
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
Cosmo Corigliano Amy N. Lipton, Esq.
Senior Vice President and Senior Vice President and
Chief Financial Officer General Counsel
CUC International Inc. CUC International Inc.
707 Summer Street 707 Summer Street
Stamford, Connecticut 06901 Stamford, Connecticut 06901
(203) 324-9261 (203) 324-9261
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
HOWARD CHATZINOFF, ESQ.
WEIL, GOTSHAL & MANGES
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective.
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. [x]
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. [_]
<PAGE>
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 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.
<PAGE>
<PAGE>
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, DATED SEPTEMBER 5, 1995
3,817,425 SHARES
-----------------
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE PER SHARE)
------------------------
The 3,817,425 shares (the "Shares") of common stock, $.01 par
value ("Common Stock"), of CUC International Inc., a Delaware
corporation ("CUC" or the "Company"), may be offered for sale from
time to time by and for the account of certain stockholders of the
Company (the "Selling Stockholders"). See "Selling Stockholders."
The Selling Stockholders acquired the Shares, or options to acquire
Shares, in connection with the purchase by the Company of all of the
issued and outstanding capital stock of Getko Group Inc., a New York
corporation ("Getko") pursuant to the Stock Purchase Agreement dated
June 27, 1995, by and among the Company, Getko, Irving Siegel, Stuart
Siegel, Getting to Know You International Ltd. Employee Stock
Ownership Plan and Trust, Joel Zychick, as Agent and the other parties
named therein (the "Stock Purchase Agreement"), and the purchase by
the Company of certain real estate from I.S. Realty No. 1, L.P. The
Company is registering the Shares as required by a Registration Rights
Agreement, dated June 27, 1995, among the Company, I.S. Realty No. 1,
L.P. and the former Getko stockholders (the "Registration Rights
Agreement"), to provide the Selling Stockholders with freely-tradeable
securities. 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 "Plan of
Distribution."
The Common Stock is listed on the New York Stock Exchange under
the symbol "CU." On September 1, 1995, the last reported sale price
of Common Stock on the New York Stock Exchange was $34 per share.
The Selling Stockholders, or their transferees, from time to time
may offer and sell the Shares directly or through agents or broker-
dealers on terms to be determined at the time of sale. To the extent
required, the names of any agents or broker-dealers, and applicable
commissions or discounts and any other required information with
respect to any particular offer, will be set forth in an accompanying
Prospectus Supplement. See "Plan of Distribution."
The Selling Stockholders and any agents or broker-dealers that
participate with the Selling Stockholders in the distribution of the
Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), and, in
such event, any commissions received by them and any profit on the
resale of the Shares may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution" herein
for a description of certain indemnification arrangements among the
Company and the 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 SEPTEMBER __, 1995.
<PAGE>
<PAGE>
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 and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
filed with the Commission by the Company 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. Copies of such
materials can be obtained upon written request addressed to the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, the Common
Stock is listed on the New York Stock Exchange, and such reports,
proxy statements and other information concerning the Company may be
inspected at the offices of the New York Stock Exchange, Inc., 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, covering the shares of Common
Stock being offered by this Prospectus. This Prospectus, which is
part of the Registration Statement, does not contain all of the
information and undertakings set forth in the Registration Statement
and reference is made to such Registration Statement, including
exhibits, which may be inspected and copied in the manner and at the
locations specified above, for further information with respect to the
Company and the Common Stock. Statements contained in this Prospectus
concerning the provisions of any document are not necessarily complete
and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety
by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by
the Company are incorporated by reference into this Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1995;
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1995;
(iii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1995; and
(iv) The Company's Current Report on Form 8-K filed on September 5,
1995.
(v) The description of Common Stock in the Company's
registration statements on Form 8-A filed on July 27, 1984 and August
15, 1989.
In addition, 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 of this Prospectus and prior to the termination of the
offering made pursuant to the Registration Statement shall be deemed
to be incorporated by reference into and to be a part of this
Prospectus from the date of filing of such documents. Any statement
contained in a document so incorporated by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also incorporated by reference,
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
<PAGE>
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by
reference (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference in such
documents). Requests for copies of such documents should be directed
to the Company, 707 Summer Street, Stamford, Connecticut 06901,
Attention: Secretary, telephone: (203) 324-9261.
<PAGE>
<PAGE>
THE COMPANY
GENERAL
The Company is a membership-based consumer services company. The
Company currently provides approximately 37 million consumers with
access to a variety of services. The Company operates in one business
segment, providing these services as individual, wholesale or discount
coupon program memberships ("Memberships"). These Memberships include
such components as shopping, travel, auto, dining, home improvement,
vacation exchange, credit card and checking account enhancement
packages, financial products and discount coupon programs. The
Company also administers insurance package programs which are
generally combined with discount shopping and travel and marketed
primarily through financial institutions. The Company believes it is
the leading provider of membership-based consumer services of these
types in the United States. The Company's activities are conducted
principally through its Comp-U-Card division and certain of the
Company's wholly-owned subsidiaries, FISI Madison Financial
Corporation, Benefit Consultants, Inc., Interval International Inc.
and Entertainment Publications, Inc.
The Company derives its revenues principally from membership
fees. Membership fees vary depending upon the particular membership
program, and annual fees to consumers generally range from $6 to $250
per year. Most of the Company's memberships are for one-year
renewable terms, and members are generally entitled to unlimited use
during the membership period of the service for which the member has
subscribed. Members generally may cancel their membership and obtain
a full refund at any point during the membership term.
For a more detailed description of the business of the Company,
see the description set forth in the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1995, which is incorporated
herein by reference.
The Company's executive offices are located at 707 Summer Street,
Stamford, Connecticut 06901, and its telephone number is (203) 324-
9261.
RECENT DEVELOPMENTS
In June 1995, the Company acquired all of the outstanding stock
of Getko (the "Stock Purchase") pursuant to the Stock Purchase
Agreement. The acquisition was accounted for as a pooling-of-
interests. Getko principally designs, prints and distributes
complimentary welcoming packages to newly-moved homeowners. Getko
employs over 750 people nationwide. The Company acquired Getko, among
other reasons, to expand the penetration and the scope of services
provided by Welcome Wagon International, Inc. ("Welcome Wagon"), a
wholly-owned subsidiary of the Company. The Company believes that the
acquisition of Getko enhances the Company's overall competitiveness by
making available to it new markets and new product lines and by
increasing the market for its existing product lines, while also
creating overall cost reductions in respect of the combined businesses
of Welcome Wagon and Getko.
On June 7, 1995, the Company announced that its Board of
Directors declared a three-for-two stock split, in the nature of a
stock dividend, payable to stockholders of record on June 19, 1995.
The distribution of this stock dividend was made on June 30, 1995.
Pursuant to the Stock Purchase Agreement, the Company issued
additional Shares to the Selling Stockholders on June 30, 1995, to
reflect such stock split.
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.
<PAGE>
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders are (i) former Getko stockholders, (ii)
I.S. Realty No. 1, L.P. and (iii) Sheldon Danuff. The Shares, or
options to acquire Shares, were acquired by the Selling Stockholders
in connection with the Stock Purchase. The following table provides
the names and the number of shares of Common Stock owned by each
Selling Stockholder, assuming the exercise of all options, if any.
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 each Selling
Stockholder upon completion of the offering to which this Prospectus
relates.
The Shares offered by this Prospectus may be offered from time to
time by the Selling Stockholders named below:
<TABLE>
<CAPTION>
Shares of
Selling Stockholder Common Stock
------------------- ------------
<S> <C>
Irving Siegel 1,895,710
Kenneth Siegel Trust 82,291
Stuart Siegel Trust 82,291
Terri Siegel Trust 82,291
Irving Siegel Grantor
Retained Income Trust 138,867
Stuart Siegel 357,558
Joel Zychick 56,092
Getting To Know You
International Ltd. Employee
Stock Ownership Plan and Trust 928,758
l.S. Realty No. 1, L.P. 180,478
Sheldon Danuff 13,089
----------
Total 3,817,425
</TABLE>
Two of the Selling Stockholders, Stuart Siegel and Irving Siegel,
have entered into employment agreements with Getko, each as of June
27, 1995.
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 their
transferees, on the New York Stock Exchange 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 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 any Selling Stockholder 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
Stockholder 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
<PAGE>
<PAGE>
registration. Although there are no definitive selling arrangements
between the Selling Stockholders and any broker or dealer as of the
date of this Prospectus, certain Selling Stockholders have advised the
Company that they are currently considering retaining Goldman, Sachs &
Co. and Sanford C. Bernstein & Company, Inc. as broker-dealers in
connection with selling and other transactions in respect of Shares.
In connection with the distribution of the Shares, the Selling
Stockholders 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. The Selling Stockholders may
also sell the Shares short and redeliver the Shares to close out the
short positions. The Selling Stockholders 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 may also
loan or pledge the Shares to a broker-dealer and the broker-dealer may
sell the Shares so loaned or upon a default the broker-dealer may
effect sales of the pledged shares.
The Company is required under the Registration Rights Agreement
to comply with the requirements of Rule 144(c) under the Securities
Act, as such Rule may be amended from time to time (or any similar
rule or regulation hereafter adopted by the Commission), regarding the
availability of current public information to the extent required to
enable the Selling Stockholders to sell Shares without registration
under the Securities Act pursuant to Rule 144 (or any similar rule or
regulation).
In offering the Shares covered by this Prospectus, the Selling
Stockholders and any brokers, dealers or agents who participate in a
sale of the Shares by the Selling Stockholders may be considered
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and the compensation of any broker/dealers may be deemed to be
underwriting discounts and commissions.
As required by the Registration Rights Agreement, the Company has
filed the Registration Statement, of which this Prospectus forms a
part, with respect to the sale of the Shares. CUC has agreed to use
its best efforts to keep the Registration Statement current and
effective through two (2) years from the effective date of the
Registration Statement, with certain exceptions.
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Stockholders. The Company will bear the
costs of registering the Shares under the Securities Act, including
the registration fee under the Securities Act, reasonable fees and
disbursements of up to $15,000 of one counsel selected by the Selling
Stockholders and retained to represent both the Company and the
Selling Stockholders, accounting fees and printing fees. The Selling
Stockholders will bear all other expenses in connection with this
offering, including brokerage commissions.
Pursuant to the terms of the Registration Rights Agreement, the
Company and the Selling Stockholders have agreed to indemnify each
other and certain other parties for certain liabilities, including
liabilities under the Securities Act, in connection with the
registration of the Shares. In addition, under the Registration
Rights Agreement, the Company has agreed to indemnify each broker or
broker-dealer acting on behalf of the Selling Stockholders in
connection with a distribution of the Shares under this Registration
Statement, if the Selling Stockholders so notify the Company in
writing (which notice shall identify the broker or broker-dealer and
contain a representation that such broker or broker-dealer has
received a copy of the Registration Rights Agreement), provided that,
(i) such broker or broker-dealer has used reasonable commercial
efforts to seek indemnification from the Selling Stockholders prior to
seeking indemnification from the Company and (ii) such broker or
broker-dealer has complied with the relevant provisions of the
Registration Rights Agreement as if such broker or broker-dealer were
a Selling Stockholder.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by
Robert Tucker, Corporate Secretary.
<PAGE>
<PAGE>
EXPERTS
The consolidated financial statements of CUC International Inc.
appearing in the Company's Annual Report (Form 10-K) for the year
ended January 31, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated
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.
With respect to the unaudited condensed consolidated interim
financial information for the three-month periods ended April 30, 1995
and 1994 and the three and six month periods ended July 31, 1995
and 1994, 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 Quarterly Report on Form 10-Q for the quarters ended April
30, 1995 and July 31, 1995, 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 in light
of 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 that 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.
NYFS01...:\01\39801\0019\1547\PRO6165F.06K<PAGE>
<PAGE>
No dealer, salesperson or
other individual has been 3,817,425 SHARES
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 CUC INTERNATIONAL INC.
relied upon as having been
authorized by the Company or
any Selling Stockholder.
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
or solicitation. Neither
the delivery of this
Prospectus nor any sale made COMMON STOCK
hereunder shall, under any ($.01 PAR VALUE PER SHARE)
circumstances, create any
implication that the
information contained herein
is correct as of any date
subsequent to the date
hereof.
___________________
_____________
PROSPECTUS
____________________
TABLE OF CONTENTS
PAGE
---- SEPTEMBER , 1995
Available Information . 2 --
Incorporation of Certain
Documents
By Reference . . . . 2
The Company . . . . . . 3
Recent Developments . . 3
Use of Proceeds . . . . 3
Selling Stockholders . 4
Plan of Distribution . 4
Legal Matters . . . . . 5
Experts . . . . . . . . 6
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee. . $38,463.00
*Accounting Fees and Expenses . . . . . . . . . . . . $20,000.00
*Legal Fees and Expenses . . . . . . . . . . . . . . $35,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . $93,463.00
==========
</TABLE>
The registrant will bear the expenses of the offering made
hereby, except that the Selling Stockholders will pay their own legal
expenses (excluding actually incurred fees and disbursements of up to
$15,000 of one counsel selected by the Selling Stockholders and
retained to represent both the Company and the Selling Stockholders
solely in order to review this Registration Statement), which are not
included above.
---------
*Estimated
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 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 contains 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 Restated Certificate of
Incorporation, as amended, 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 Agreement, the Selling
Stockholders have agreed to indemnify the Company and its officers,
directors and controlling persons against certain liabilities.
<PAGE>
<PAGE>
The registrant maintains policies insuring its officers and
directors against certain civil liabilities, including liabilities
under the Securities Act.
ITEM 16. EXHIBITS
5 Opinion of Robert Tucker as to the legality of the Common
Stock to be registered.*
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Robert Tucker (included in Exhibit 5).*
23.2 Consent of Ernst & Young LLP.*
24 Power of Attorney (included as part of the Signature Page
of this Registration Statement).
________________________
* 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 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 of 1933, 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 of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in 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. That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of Prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
6. That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus 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.
<PAGE>
<PAGE>
7. 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
<PAGE>
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 Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Stamford, State of Connecticut, on this 5th of September, 1995.
CUC INTERNATIONAL INC.
By: /s/ E. Kirk Shelton
------------------------------------------
E. Kirk Shelton
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act, this Amendment to
the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <S> <C>
* Chief Executive Officer September 5, 1995
------------------------ and Chairman of the
Walter A. Forbes Board (Principal
Executive Officer)
* Senior Vice President September 5, 1995
------------------------ and Chief Financial
Cosmo Corigliano Officer (Principal
Financial and
Accounting Officer)
* Director September 5, 1995
------------------------
Bartlett Burnap
Director
------------------------
T. Barnes Donnelley
* Director September 5, 1995
------------------------
Stephen A. Greyser
* Director September 5, 1995
------------------------
Christopher K. McLeod
* Director September 5, 1995
------------------------
Burton C. Perfit
* Director September 5, 1995
------------------------
Robert P. Rittereiser
* Director September 5, 1995
------------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director September 5, 1995
------------------------
E. Kirk Shelton
* By: /s/ E. Kirk Shelton
---------------------
E. Kirk Shelton
Attorney-in-Fact
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Page
------- ------------
5 Opinion of Robert Tucker as to the legality of the
Common Stock to be registered.*
15 Letter re: Unaudited Interim Financial Information.
23.1 Consent of Robert Tucker (included in Exhibit 5).*
23.2 Consent of Ernst & Young LLP.*
24 Power of Attorney (included as part of the Signature
Page of this Registration Statement).
--------------------
* Previously filed
<PAGE>
EXHIBIT 15
Letter Re: Unaudited Interim Financial Information
September 5, 1995
Securities and Exchange Commission
Washington, D.C. 20549
We are aware of the incorporation by reference in the Registration
Statement (Amendment No. 1 to Form S-3) of CUC International Inc. for
the registration of 3,817,425 shares of its common stock of our
reports dated May 31, 1995 and August 29, 1995, relating to the
unaudited condensed consolidated interim financial statements of CUC
International Inc. which are included in its Forms 10-Q for the
quarters ended April 30, 1995 and July 31, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are
not a part of the registration statement prepared or certified by
accountants within the meaning of Section 7 or 11 of Securities Act of
1933.
ERNST & YOUNG LLP
Stamford, Connecticut
