<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
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 06901
(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)
Copies to:
Howard Chatzinoff, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to
the public: From time to time after the effective date of the
Registration Statement.
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. [_]
(Cover Page continued on next page)<PAGE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Shares to be Registered Registered Unit(1) Price(1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,498,888 $35.3125 $52,929,482 $18,252.00
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities
Act of 1933. Based upon the average of the high and low sales prices of the Company's Common Stock as reported by
the New York Stock Exchange on October 2, 1995.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED OCTOBER 6, 1995
PROSPECTUS
1,498,888 SHARES
-----------------
CUC INTERNATIONAL INC.
COMMON STOCK
($.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 October 5, 1995, the last reported sale price of
Common Stock on the New York Stock Exchange was $35-1/8 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;
(ii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1995;
(iii) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1995;
(iv) The Company's Current Report on Form 8-K filed on September
5, 1995; and
(v) The description of Common Stock in the Company's
registration statements on Form 8-A filed on July 27, 1984
and August 15, 1989.
In addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Prospectus and prior to the termination of the
offering made pursuant to the Registration Statement shall be deemed
to be incorporated by reference into and to be a part of this
Prospectus from the date of filing of such documents. Any statement
contained in a document so incorporated by reference shall be deemed
to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document which is also incorporated by reference,
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed to constitute a part of this
Prospectus except as so modified or superseded.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents incorporated by
reference (not including exhibits to such documents unless such
exhibits are specifically incorporated by reference in such
documents). Requests for copies of such documents should be directed
to the Company, 707 Summer Street, Stamford, Connecticut 06901,
Attention: Secretary, telephone: (203) 324-9261.
<PAGE>
<PAGE>
THE COMPANY
GENERAL
The Company is a membership-based consumer services company. The
Company currently provides approximately 38 million consumers with
access to a variety of services. The Company operates in one business
segment, providing these services as individual, wholesale or discount
coupon program memberships ("Memberships"). These Memberships include
such components as shopping, travel, auto, dining, home improvement,
vacation exchange, credit card and checking account enhancement
packages, financial products and discount coupon programs. The
Company also administers insurance package programs which are
generally combined with discount shopping and travel and marketed
primarily through financial institutions. The Company believes it is
the leading provider of membership-based consumer services of these
types in the United States. The Company's activities are conducted
principally through its Comp-U-Card division and certain of the
Company's wholly-owned subsidiaries, FISI* Madison Financial
Corporation, Benefit Consultants, Inc., Interval International Inc.
and Entertainment Publications, Inc.
The Company derives its revenues principally from membership
fees. Membership fees vary depending upon the particular membership
program, and annual fees to consumers generally range from $6 to $250
per year. Most of the Company's memberships are for one-year
renewable terms, and members are generally entitled to unlimited use
during the membership period of the service for which the member has
subscribed. Members generally may cancel their membership and obtain
a full refund at any point during the membership term.
For a more detailed description of the business of the Company,
see the description set forth in the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1995, which is incorporated
herein by reference.
The Company's executive offices are located at 707 Summer Street,
Stamford, Connecticut 06901, and its telephone number is (203) 324-
9261.
RECENT DEVELOPMENTS
In 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.
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.
NYFS01...:\01\39801\0018\1547\PRO9285S.09A
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
Shares of
Selling Stockholder Common Stock
------------------- ------------
<S> <C>
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
</TABLE>
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 <PAGE>
<PAGE>
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).
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.
<PAGE>
<PAGE>
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
Use of Proceeds . . . . . . . 3 , 1995
Selling Stockholders . . . . 4 --------- --
Plan of Distribution . . . . 4
Legal Matters . . . . . . . . 5
Experts . . . . . . . . . . . 6
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $18,252.00
*Accounting Fees and Expenses . . . . . . . . . . . . $ 7,500.00
*Legal Fees and Expenses . . . . . . . . . . . . . . . $10,000.00
Total . . . . . . . . . . . . . . . . . . . . $35,752.00
----------
<FN>
The registrant will bear all of the expenses of the offering
made hereby.
-------
* Estimated
</TABLE>
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).
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 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 day of October, 1995.
CUC INTERNATIONAL INC.
By:/s/ Walter A. Forbes
-------------------------------
Walter A. Forbes
Chief Executive Officer and Chairman of
the Board of Directors
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Walter A. Forbes and E.
Kirk Shelton, and each and either of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
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>
/s/ Walter A. Forbes Chief Executive Officer and Chairman of the October 6, 1995
---------------------------- Board (Principal Executive Officer)
Walter A. Forbes
/s/ Cosmo Corigliano Senior Vice President and Chief Financial October 6, 1995
---------------------------- Officer (Principal Financial and Accounting Officer)
Cosmo Corigliano
/s/ Bartlett Burnap Director October 6, 1995
----------------------------
Bartlett Burnap
Director
----------------------------
T. Barnes Donnelley
/s/ Stephen A. Greyser Director October 6, 1995
----------------------------
Stephen A. Greyser
/s/ Christopher K. McLeod Director October 6, 1995
----------------------------
Christopher K. McLeod
/s/ Burton C. Perfit Director October 6, 1995
----------------------------
Burton C. Perfit
/s/ Robert P. Rittereiser Director October 6, 1995
----------------------------
Robert P. Rittereiser
<PAGE>
/s/ Stanley M. Rumbough, Jr. Director October 6, 1995
----------------------------
Stanley M. Rumbough, Jr.
/s/ E. Kirk Shelton Director October 6, 1995
----------------------------
E. Kirk Shelton
</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).
<PAGE>
EXHIBIT 5
ROBERT TUCKER
61 Purchase Street
Rye, New York 10580
October 5, 1995
CUC International Inc.
707 Summer Street
Stamford, CT 06901
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act"), being filed by CUC International Inc.,
a Delaware Corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission"), relating to the registration
of 1,498,888 shares of the Company's common stock, par value $.01 per
share (the "Shares"), to be offered and sold by the Selling
Shareholders described in the Registration Statement.
We have examined copies of (i) the Registration Statement; (ii)
the Restated Certificate of Incorporation and By-Laws of the Company,
each as amended to date; (iii) certain resolutions of the Board of
Directors of the Company relating to the issuance of the Shares to the
Selling Shareholders pursuant to the terms of the Agreement and Plan
of Merger (as described below); and (iv) the Agreement and Plan of
Merger among CUC International Inc., Fresh Air Acquisition Corp. and
North American Outdoor Group Inc., dated August 17, 1995 (the
"Agreement and Plan of Merger"). We have also examined originals, or
photostatic or certified copies, of such records of the Company,
certificates of officers of the Company and of public officials and
such other documents as we have deemed relevant and necessary as the
basis for the opinions set forth below. In such examinations, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all copies submitted to us as certified, conformed or
photostatic copies, and the authenticity of all originals of such
copies.
Based upon the foregoing, we are of the opinion that the Shares
are duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement and to
<PAGE>
<PAGE>
the reference to the undersigned under the caption "Legal Matters" in
the Registration Statement.
Very truly yours,
/s/ Robert T. Tucker
--------------------------
Robert T. Tucker
<PAGE>
EXHIBIT 15
Letter Re: Unaudited Interim Financial Information
October 4, 1995
Securities and Exchange Commission
Washington, D.C. 20549
We are aware of the incorporation by reference in the Registration
Statement (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 Forms 10-Q for the quarters ended April 30, 1995 and
July 31, 1995.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are
not a part of the registration statement prepared or certified by
accountants within the meaning of Section 7 or 11 of the Securities
Act of 1933.
ERNST & YOUNG LLP
Stamford, Connecticut
NYFS01...:\01\39801\0018\1547\EXH0035W.520
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (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 AND YOUNG LLP
Stamford, Connecticut
October 4, 1995
NYFS01...:\01\39801\0018\1547\EXH0035W.520
