<PAGE>
As filed with the Securities and Exchange Commission on December 8, 1995
Registration No. 33-63237
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Amendment No. 2
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 Agent 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 DECEMBER 8, 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 December 6, 1995, the last reported sale price of
Common Stock on the New York Stock Exchange was $34.50 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 DECEMBER 8, 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 of such documents. Any statement
contained in a document so incorporated by<PAGE>
<PAGE>
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.
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 40 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.
In January 1995, the Company acquired all of the outstanding
capital stock of Essex Corporation and its subsidiaries ("Essex") in
exchange for the payment of cash and the issuance of shares of Common
Stock. The former shareholders of Essex may receive additional
payments over the three years next following the closing date of the
acquisition based on the achievement of certain earnings growth
objectives. Based on projections of the earnings growth of Essex
prepared by management of the Company and the earn-out formula
contained in the definitive stock purchase agreement pursuant to which
the Company acquired all of the outstanding capital stock of Essex,
management of the Company believes that payments to such shareholders
aggregating in excess of $30 million would be extremely remote.
The Company's executive offices are located at 707 Summer Street,
Stamford, Connecticut 06901, and its telephone number is (203) 324-
9261.
<PAGE>
<PAGE>
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 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, 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 and is expected to
be completed during January 1996.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined balance
sheet as of October 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 nine-month period ended October 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, as if the transaction
had occurred on October 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 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, and 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 nine month period ended October 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.
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<PAGE>
<PAGE>
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.
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AT
OCTOBER 31, 1995
(IN THOUSANDS)
CUC ADVANCE ROSS ADJUSTMENTS PRO FORMA
--- ------------ ------------ ---------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $160,261 $16,361 $ 176,622
Receivables . . . . . . . 255,303 25,173 280,476
Other current assets . . 190,892 7,372 198,264
-------- ------- ----------
Total current assets . 606,456 48,906 655,362
Contract renewal rights and
intangible assets . . . . 262,973 16,252 279,225
Other non-current assets . 88,194 7,243 95,437
-------- ------- ----------
Total assets . . . . . . . $957,623 $72,401 $1,030,024
======== ======= ==========
Accounts payable and accrued
expenses and federal and state
income taxes payable . . $102,942 $22,364 $125,306
Deferred membership income, net 211,024 211,024
Other non-current liabilities 18,180 8,767 26,947
-------- ------- --------
Total liabilities . . . . . 332,146 31,131 363,277
Shareholders' equity:
Common stock . . . . . . 1,848 76 (17)(a) 1,907
Preferred stock . . . . . 506 (506)(a) 0
Additional paid in capital 304,549 2,583 (1,190)(a) 305,942
Retained earnings . . . . 344,242 39,818 384,060
Treasury stock . . . . . (25,162) (1,713) 1,713(a) (25,162)
-------- ------- --------
Total shareholders' equity 625,477 41,270 666,747
-------- ------- --------
Total liabilities and shareholders'
equity . . . . . . . . . $957,623 $72,401 $1,030,024
======== ======= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUC INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
NINE MONTHS ENDED OCTOBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
CUC ADVANCE ROSS PRO FORMA
--- ------------ ---------
<S> <C> <C> <C>
Membership and service fees and
other revenues . . . . . . . $979,886 $57,130 $1,037,016
EXPENSES
Operating . . . . . . . . . . 263,404 15,228 278,632
Marketing . . . . . . . . . . 385,684 22,297 407,981
General and administrative . 145,345 8,482 153,827
Other (income) expense, net . (838) (483) (1,321)
--------- -------- --------
Total expenses . . . . . . . . 793,595 45,524 839,119
--------- -------- --------
Income before income taxes . . 186,291 11,606 197,897
Provision for income taxes . . 70,884 6,254 77,138
--------- -------- --------
Net income . . . . . . . . . . $ 115,407 $ 5,352 $120,759
========= ======== ========
Net income per common share . . $ 0.62 $ 0.61 $ 0.62
========= ======== ========
Weighted average number of
common and dilutive common
equivalent shares outstanding 186,873 8,786 194,209
========= ======== ========
</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>
<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) At the effective time of 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 that number of shares of Common Stock equal to the
quotient obtained by dividing (x) $27.50 per share of Advance
Ross preferred stock plus all accumulated, accrued and unpaid
dividends in respect of each such share by (y) the weighted
average price of a share of Common Stock over a certain period
prior to that time. The unaudited pro forma condensed combined
financial statements assume that all outstanding shares of
Advance Ross common stock (7,075,370 shares as of October 31,
1995) and that all outstanding shares of Advance Ross preferred
stock (16,923 shares as of October 31, 1995) will be converted
and approximately 5.9 million shares of Common Stock will be
issued. The effect of this transaction, accounted for in
accordance with the pooling-of-interests method of accounting,
was to increase Common Stock, $.01 par value per share, by
$59,000 and additional paid in capital by approximately $1.4
million and to eliminate Advance Ross 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 for the nine-month period ended October 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. In addition, the weighted average number of common and
dilutive equivalent shares outstanding has been adjusted for, and
gives effect to, in the case of Advance Ross common stock, the
2:1 split thereof effected on each of February 4, 1994 and
September 8, 1995 and, in the case of the Company, the 3:2 split
thereof effected on June 30, 1995.
(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 the historical
financial statements of Other Pooled Entities to those of the
Company.
<PAGE>
<PAGE>
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.
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.
<PAGE>
<PAGE>
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.
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. In addition to the foregoing, the
Selling Stockholders may enter into, from time to time, other types of
hedging transactions (subject to all restrictions that may be contained
in the Registration Rights Agreement).
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 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.
<PAGE>
<PAGE>
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 1,498,888 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
hereunder shall, under any
circumstances, create any
implication that the
information contained herein
is correct as of any date
subsequent to the date
hereof.
_____________
TABLE OF CONTENTS
COMMON STOCK
($.01 PAR VALUE PER SHARE)
PAGE
----
Available Information 2
Incorporation of Certain
Documents
By Reference . . . 2
The Company . . . . . 3
Recent Developments . 4
Unaudited Pro Forma
Condensed
Combined Financial
Statements . . . . . 4 ____________________
Use of Proceeds . . . 8
Selling Stockholders 8 PROSPECTUS
Plan of Distribution 9 ____________________
Legal Matters . . . . 10
Experts . . . . . . . 10
DECEMBER 8, 1995
<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.
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. 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 8th of December, 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.
Signature Title Date
--------- ----- ----
* Chief Executive Officer December 8, 1995
------------------------ and Chairman of the
Walter A. Forbes Board (Principal
Executive Officer)
* Senior Vice President December 8, 1995
------------------------ and Chief Financial
Cosmo Corigliano Officer (Principal
Financial and
Accounting Officer)
* Director December 8, 1995
------------------------
Bartlett Burnap
Director
------------------------
T. Barnes Donnelley
* Director December 8, 1995
------------------------
Stephen A. Greyser
* Director December 8, 1995
------------------------
Christopher K. McLeod
* Director December 8, 1995
------------------------
Burton C. Perfit
* Director December 8, 1995
------------------------
Robert P. Rittereiser
* Director December 8, 1995
------------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director December 8, 1995
------------------------
E. Kirk Shelton
* By: /s/ E. Kirk Shelton
---------------------
E. Kirk Shelton
Attorney-in-Fact
<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
NYFS01...:\01\39801\0018\1547\PRON025V.04C
<PAGE>
EXHIBIT 15
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
December 6, 1995
Securities and Exchange Commission
Washington, D.C. 20549
We are aware of the incorporation by reference in the Registration
Statement (Amendment No. 2 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\LTRD055M.570
<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. 2 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
December 6, 1995
NYFS01...:\01\39801\0019\6678\EXHD055N.010
