<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1995
Registration No. 33-63237
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, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agents For Service)
Copy 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 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
PRELIMINARY PROSPECTUS DATED NOVEMBER 6, 1995
PROSPECTUS
1,498,888 SHARES
_________________
CUC INTERNATIONAL INC.
COMMON STOCK
($.01 PAR VALUE PER SHARE)
-----------------------
The 1,498,888 shares (the "Shares") of common stock, $.01 par value
per share ("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 in connection with the merger of Fresh Air
Acquisition Corp., a Minnesota corporation and a direct, wholly owned
subsidiary of the Company ("Merger Sub"), with and into North American
Outdoor Group, Inc., a Minnesota corporation ("NAOG"), pursuant to the
Agreement and Plan of Merger, dated August 17, 1995, as amended on
September 1, 1995, by and among the Company, Merger Sub and NAOG (the
"Merger Agreement"). The Company is registering the Shares as required by
an Investment and Registration Rights Agreement, dated September 18, 1995,
by and among the Company and the former NAOG stockholders (the
"Registration Rights Agreement"). The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders, but has
agreed to bear all the 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 November 3, 1995, the last reported sale price of Common
Stock on the New York Stock Exchange was $36 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 , 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, filed with the Commission on April 26,
1995;
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1995, filed with the Commission on June
14, 1995;
(iii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1995, filed with the Commission on
September 5, 1995;
(iv) The Company's Current Report on Form 8-K, filed with the
Commission on September 5, 1995;
(v) The Company's Current Report on Form 8-K, filed with the
Commission on October 18, 1995;
(vi) The Company's Current Report on Form 8-K, filed with the
Commission on October 20, 1995; and
(vii) The description of Common Stock contained in the Company's
registration statements on Form 8-A, filed with the Commission on
July 27, 1984, and on 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
<PAGE>
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.
NYFS01...:\01\39801\0018\1547\PRON025V.03B
<PAGE>
<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.
THE COMPANY
GENERAL
The Company is a membership-based consumer services company, providing
consumers with access to a variety of services. The Company currently has
approximately 38 million members in its various 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 generally are
combined with discount shopping and travel for credit union members and
bank account holders. 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
generally are 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 capital
stock of the Getko Group Inc. ("Getko") for approximately 3,700,000 shares
of Common Stock. The acquisition of Getko was accounted for as a pooling-
of-interests.
In September 1995, the Company effected a merger of Merger Sub and
NAOG (the "Merger") pursuant to the Merger Agreement. The acquisition was
accounted for as a pooling-of-interests. NAOG owns one of the largest
private, for-profit hunting and general interest fishing membership
organizations in America, the North American Hunting Club and the North
American Fishing Club. In addition, NAOG owns a third club, the Handyman
Club of America. The Company believes that the Merger enhances the
Company's overall competitiveness by making available to it new products
and new product lines.
On October 17, 1995, the Company and its wholly owned subsidiary,
Retreat Acquisition Corporation ("Retreat"), entered into an Agreement and
Plan of Merger with Advance Ross Corporation ("Advance Ross") pursuant to
which the Company, Retreat and Advance Ross plan to consummate a merger
(the "Advance Ross Merger") in which Retreat shall be merged with and into
Advance Ross. In the Advance Ross Merger, each share of common stock, par
<PAGE>
value $.01 per share, of Advance Ross issued and outstanding immediately
prior to the effective time of the Advance Ross Merger will by virtue of
the Advance Ross Merger be converted into five-sixths (5/6) of one share of
Common Stock, subject to certain adjustments. In addition, all shares of
5% Cumulative Preferred Stock, $25 par value, of Advance Ross issued and
outstanding immediately prior to the effective time of the Advance Ross
Merger will be converted in the Advance Ross Merger into shares of Common
Stock having a value equal to the liquidation preference of such shares,
subject to the obligation of Advance Ross to redeem such shares under
certain circumstances in lieu of such conversion. The consummation of the
Advance Ross Merger is subject to certain customary closing conditions,
<PAGE>
<PAGE>
including the approval of the holders of Advance Ross common stock. This
transaction will be accounted for under the pooling-of-interests method of
accounting.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance sheet as
of July 31, 1995 and the unaudited pro forma condensed combined statements
of income for the years ended January 31, 1995, 1994 and 1993 and for the
six-month period ended July 31, 1995 give effect to the intended conversion
of the outstanding shares of Advance Ross common stock into shares of
Common Stock, at a conversion ratio of five-sixths (5/6) of one share of
Common Stock for each outstanding share of Advance Ross common stock and to
the September 17, 1995 conversion of the outstanding shares of NAOG common
stock into shares of Common Stock, at a conversion ratio of 1.77 shares of
Common Stock for each outstanding share of NAOG common stock, as if the
transactions had occurred on July 31, 1995. The unaudited pro forma
condensed combined statements of income for the years ended January 31,
1995, 1994 and 1993 also give effect to the June 27, 1995 conversion of the
outstanding shares of Getko common stock into shares of Common Stock, at a
conversion ratio of 3.25 shares of Common Stock for each outstanding share
of Getko common stock, as these amounts were previously excluded from the
Company's historical financial statements due to their insignificance.
NAOG and Getko are referred to in the unaudited pro forma financial
statements as "Other Pooled Entities." The pro forma information gives
effect to these transactions under the pooling-of-interests method of
accounting and the adjustments described in the accompanying notes to the
unaudited pro forma condensed combined financial statements.
During the six month period ended July 31, 1995, the Company completed
various acquisitions accounted for in accordance with the purchase method
of accounting which, in the aggregate, were not significant and, therefore,
are not included in the unaudited pro forma condensed combined financial
statements for periods prior to their acquisitions.
The unaudited pro forma condensed combined financial statements may
not be indicative of the results that actually would have occurred if the
above acquisitions had been consummated as of the dates indicated or the
operating results which may be obtained by the Company in the future. The
unaudited pro forma condensed combined financial statements should be read
in conjunction with the audited financial statements and notes thereto of
the Company, which are incorporated herein by reference.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT
JULY 31, 1995
(IN THOUSANDS)
CUC NAOG ADVANCE ROSS ADJUSTMENTS PRO FORMA
--- ---- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $135,204 $ 5,110 $15,257 $155,571
Receivables . . . . . . . 224,355 9,652 22,800 256,807
Other current assets . . 170,602 10,599 6,475 187,676
--------- -------- -------- ---------
Total current assets . 530,161 25,361 44,532 600,054
Contract renewal rights and
intangible assets . . . . 264,560 190 297 265,047
Other non-current assets . 75,493 7,019 22,622 105,134
--------- -------- -------- ---------
Total assets . . . . . . . $870,214 $32,570 $67,451 $970,235
======== ======= ======= ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Accounts payable and accrued
expenses and federal and state
income taxes payable . . $102,744 $ 5,877 $19,907 $128,528
Deferred membership income, net 194,261 23,437 217,698
Other non-current liabilities 18,323 1,009 9,269 28,601
--------- -------- -------- ---------
Total liabilities . . . . . 315,328 30,323 29,176 374,827
Shareholders' equity:
Common stock . . . . . . 1,813 140 38 (104)(a) 1,887
Preferred stock . . . . . 506 (506)(a)
Additional paid in capital 264,184 426 1,895 (1,110)(a) 265,395
Retained earnings . . . . 305,514 1,681 37,556 344,751
Treasury stock . . . . . (16,625) (1,720) 1,720(a) (16,625)
--------- ---------- -------- ---------
Total shareholders' equity 554,886 2,247 38,275 595,408
--------- -------- -------- ---------
Total liabilities and shareholders
equity . . . . . . . . . $870,214 $32,570 $67,451 $970,235
======== ======= ======= ========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
SIX MONTHS ENDED
JULY 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CUC NAOG ADVANCE ROSS PRO FORMA
--- ---- ------------ ---------
<S> <C> <C> <C> <C>
Membership and service fees and
other revenues . . . . . . . $616,175 $22,305 $34,393 $672,873
EXPENSES
Operating . . . . . . . . . . 163,797 8,823 9,858 182,478
Marketing . . . . . . . . . . 244,657 6,396 14,724 265,777
General and administrative . 90,189 5,107 3,690 98,986
Other (income) expense, net . (128) (67) (249) (444)
---------- --------- -------- --------
Total expenses . . . . . . . . 498,515 20,259 28,023 546,797
--------- -------- -------- --------
Income before income taxes . . 117,660 2,046 6,370 126,076
Provision for income taxes . . 44,770 283 3,285 48,338
--------- --------- ------- --------
Net income . . . . . . . . . . $ 72,890 $ 1,763 $ 3,085 $ 77,738
========= ======== ======== ========
Net income per common share . . $ 0.40 $ 2.04 $ 0.36 $ 0.40 (c)
========== ======== ======== ========
Weighted average number of common
and dilutive common equivalent
shares outstanding . . . . . 184,440 863 8,654 193,194
========= ========= ======== ========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
YEAR ENDED JANUARY 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
OTHER
CUC POOLED ENTITIES ADVANCE ROSS PRO FORMA
--- --------------- ------------ ---------
<S> <C> <C> <C> <C>
Membership and service fees and
other revenues . . . . . . . $1,044,669 $71,323 $66,904 $1,182,896
EXPENSES
Operating . . . . . . . . . . 282,772 20,628 17,373 320,773
Marketing . . . . . . . . . . 421,987 31,677 25,926 479,590
General and administrative . 149,139 22,967 8,060 180,166
Other (income) expense, net . 247 (290) 625 582
---------- ------- ------- ---------
Total expenses . . . . . . . . 854,145 74,982 51,984 981,111
---------- ------- ------- ---------
Income before income taxes . . 190,524 (3,659) 14,920 201,785
Provision for income taxes . . 72,933 (2,288) 6,574 77,219
---------- ------- ------- ---------
Net income . . . . . . . . . . $117,591 $(1,371) $8,346 $124,566
========== ======= ======= =========
Net income per common share . . $0.66 $(0.69) $.97 $0.66 (c)
========== ======= ======= =========
Weighted average number of common
and dilutive common equivalent
shares outstanding . . . . . 176,834 1,988 8,624 189,219
========== ====== ======= =========
</TABLE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
YEAR ENDED JANUARY 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)
OTHER
CUC POOLED ENTITIES ADVANCE ROSS PRO FORMA
--- --------------- ------------ ---------
<S> <C> <C> <C> <C>
Membership and service fees and
other revenues . . . . . . . $879,324 $54,778 $50,699 $984,801
EXPENSES
Operating . . . . . . . . . . 242,229 11,104 14,439 267,772
Marketing . . . . . . . . . . 356,540 16,712 21,253 394,505
General and administrative . 132,973 23,180 6,078 162,231
Other (income) expense, net . 5,387 (14) 1,662 7,035
-------- ------- ------- --------
Total expenses . . . . . . . . 737,129 50,982 43,432 831,543
-------- ------- ------- --------
Income before income taxes . . 142,195 3,796 7,267 153,258
Provision for income taxes . . 54,824 2,103 2,180 59,107
-------- ------- ------- --------
Net income . . . . . . . . . . $87,371 $1,693 $5,087 $94,151
======== ======= ======= ========
Net income per common share . . $0.51 $0.86 $0.63 $0.51 (c)
======== ======= ======= ========
Weighted average number of common
and dilutive common equivalent
shares outstanding . . . . . 171,197 1,974 8,092 183,113
======== ====== ====== ========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
YEAR ENDED JANUARY 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE DATA)
OTHER
CUC POOLED ENTITIES ADVANCE ROSS PRO FORMA
--- --------------- ------------ ---------
<S> <C> <C> <C> <C>
Membership and service fees and
other revenues . . . . . . . $742,280 $46,676 $12,015 $800,971
EXPENSES
Operating . . . . . . . . . . 196,867 9,212 3,020 209,099
Marketing . . . . . . . . . . 328,389 13,352 5,037 346,778
General and administrative . 108,676 20,072 2,508 131,256
Other (income) expense, net . 12,246 (239) 429 12,436
--------- -------- -------- ---------
Total expenses . . . . . . . . 646,178 42,397 10,994 699,569
--------- ------- -------- --------
Income before income taxes . . 96,102 4,279 1,021 101,402
Provision for income taxes . . 37,259 124 352 37,735
--------- -------- ----- ---------
Net income . . . . . . . . . . $ 58,843 $ 4,155 $ 669 $ 63,667
========= ======= ======== ========
Net income per common share . . $ 0.38 $ 2.11 $ 0.09 $ 0.38 (c)
========== ======== ======== =========
Weighted average number of common
and dilutive common equivalent
shares outstanding . . . . . 156,558 1,971 7,418 167,908
========= ======== ======== =========
</TABLE>
<PAGE>
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(a) Pursuant to the Advance Ross Merger, each share of Advance Ross common
stock will be converted into shares of Common Stock at a conversion rate of
five-sixths (5/6) of one share of Common Stock for each outstanding share
of Advance Ross common stock and each share of Advance Ross preferred stock
will be converted into shares of Common Stock at a value of $27.50 per
share of Advance Ross preferred stock plus all accumulated, accrued and
unpaid dividends in respect of each such share. The unaudited pro forma
condensed combined financial statements assume that all outstanding shares
of Advance Ross common stock (7,064,674 shares as of July 31, 1995) and all
outstanding shares of Advance Ross preferred stock (18,775 shares as of
July 31, 1995) will be converted and approximately 5.9 million shares of
Common Stock will be issued. The unaudited pro forma condensed combined
balance sheet also reflects the September 17, 1995 exchange of 1.5 million
shares of Common Stock in connection with the issuance of 1.77 shares of
Common Stock for each outstanding share of NAOG common stock. The effect
of these transactions, accounted for in accordance with the pooling-of-
interests method of accounting, was to increase Common Stock, $.01 par
value per share, by $74,000 and additional paid in capital by approximately
$1.2 million and to eliminate Advance Ross and NAOG common stock, Advance
Ross preferred stock and Advance Ross treasury stock.
(b) The pro forma information is based on the historical financial
statements of Advance Ross contained in its Annual Report on Form 10-K for
the year ended December 31, 1994, the historical financial statements of
NAOG contained in its audited financial statements for each of the three
years ended December 31, 1994, the historical financial statements of Getko
contained in its audited financial statements for each of the three years
ended November 30, 1994, and the quarterly financial information of Advance
Ross and NAOG for the six-month period ended July 31, 1995. The December
31, 1994 historical financial statements of NAOG and the November 30, 1994
historical financial statements of Getko have been adjusted to conform with
the Company's January 31, 1995 fiscal year end.
(c) Income per share from continuing operations has been computed based upon
the combined weighted average number of common and dilutive common
equivalent shares outstanding of the Company, Advance Ross, NAOG and Getko
for each period. Historical weighted average common and dilutive common
equivalent shares outstanding of Advance Ross, NAOG and Getko for each
period have been adjusted to reflect the applicable exchange ratios and the
shares of Common Stock to be exchanged for Advance Ross preferred stock.
(d) The unaudited pro forma condensed combined financial statements do not
include costs and expenses associated with the Advance Ross and NAOG
transactions which are expected to approximate $5 million in the aggregate.
(e) Certain reclassifications were made to conform Other Pooled Entities'
historical financial statements to those of the Company.
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
The Selling Stockholders are former NAOG shareholders. The Shares were
acquired by the Selling Stockholders in connection with the Merger. The
following table provides the names and the number of shares of Common Stock
owned by each Selling Stockholder. 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.
<PAGE>
<PAGE>
The Shares offered by this Prospectus may be offered from time to time by
the Selling Stockholders named below:
Shares of
Selling Stockholder Common Stock
- -------------------- -----------
Steven F. Burke 263,668
Kathleen M. Burke 144,884
John J. Burke 181,728
Nova J. Burke 57,709
Thomas S. Burke 158,798
Thomas S. and Kathryn J. Burke CRUT 26,565
Lawrence G. Burke 66,020
Valerie M. Burke 66,022
James R. Burke, Ph.D. 113,540
James R. Burke Two-Life CRUT 28,336
Linda M. Burke 93,815
Linda M. Burke CRUT 8,855
Nancy A. Ekenberg 72,260
Elizabeth A. Burke Trust 27,610
Michael S. Burke Trust 27,610
Thomas J. Burke Trust 27,610
Kathleen M. Burke Trust 26,264
Susan E. Burke Trust 24,493
Paul S. Burke, Jr. 9,389
Paul S. Burke CRUT 8,855
James R. Perdiew 18,819
Mark A. LaBarbera 12,740
Ramona J. Lindbom 10,967
Alonzo B. Seran 6,763
Russell M. Nolan 4,520
Jacqueline C. Burke Trust 2,762
Paul Stanley Burke, III Trust 2,762
Madeline Anne Burke Trust 2,762
David Burke Trust 2,762
---------
TOTAL 1,498,888
Two of the Selling Stockholders, Steven F. Burke and John J. Burke, have
entered into employment agreements with NAOG, each dated as of August 17,
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 registration.
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).
<PAGE>
<PAGE>
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 for a period commencing on
the effective date of the Registration Statement and terminating twenty-
four months after the Registration Statement is filed with the Commission.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Company will bear all of the costs
of registering the Shares under the Securities Act.
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.
LEGAL MATTERS
The legality of the Shares will be passed upon for the Company by Robert
Tucker, Corporate Secretary.
EXPERTS
The consolidated financial statements of CUC 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 Section 7 and 11 of the
Securities Act.
<PAGE>
<PAGE>
No dealer, salesperson or other
individual has been authorized to 1,498,888 SHARES
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 any Selling CUC INTERNATIONAL INC.
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
hereunder shall, under any
circumstances, create any
implication that the information
contained herein is correct as of
any date subsequent to the date COMMON STOCK
hereof. ($.01 PAR VALUE PER SHARE)
_____________
TABLE OF CONTENTS
___________________
PAGE
---- PROSPECTUS
Available Information . . . . 2 ____________________
Incorporation of Certain
Documents
By Reference . . . . . . . 2
The Company . . . . . . . . . 3
Recent Developments . . . . . 3
Unaudited Pro Forma Condensed , 1995
Combined Financial Statements 4 ----------
Use of Proceeds . . . . . . . 9
Selling Stockholders . . . . 9
Plan of Distribution . . . . 10
Legal Matters . . . . . . . . 11
Experts . . . . . . . . . . . 11
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee $18,252.00
*Accounting Fees and Expenses. . . . . . . . . . . . . $10,000.00
*Legal Fees and Expenses. . . . . . . . . . . . . . . . $15,000.00
Total . . . . . . . . . . . . . . . . . . . . $43,252.00
----------
The registrant will bear all of the expenses of the offering made
hereby.
- -------
* 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.
The registrant maintains policies insuring its officers and directors
against certain civil liabilities, including liabilities under the
Securities Act.
<PAGE>
<PAGE>
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 6th of November, 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 November 6, 1995
------------------- and Chairman of the
Walter A. Forbes Board (Principal
Executive Officer)
* Senior Vice President November 6, 1995
------------------- and Chief Financial
Cosmo Corigliano Officer (Principal
Financial and
Accounting Officer)
* Director November 6, 1995
-------------------
Bartlett Burnap
Director
-------------------
T. Barnes Donnelley
* Director November 6, 1995
-------------------
Stephen A. Greyser
* Director November 6, 1995
-------------------
Christopher K. McLeod
* Director November 6, 1995
-------------------
Burton C. Perfit
* Director November 6, 1995
-------------------
Robert P. Rittereiser
* Director November 6, 1995
-------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director November 6, 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
November 6, 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 1,498,888 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 Form 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 statements prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities
Act of 1933.
ERNST & YOUNG LLP
Stamford, Connecticut
NYFS01...:\01\39801\0019\6678\LTRN065M.040
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Amendment No. 1 to Form S-3) and related
Prospectus of CUC International Inc. for the registration of 1,498,888
shares of its common stock and to the incorporation by reference
therein of our report dated March 21, 1995, 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, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
November 6, 1995
NYFS01...:\01\39801\0019\6678\CONN065M.200
