Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENDANT CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
06-0918165
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(I.R.S. Employer Identification No.)
6 Sylvan Way, Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
HFS INCORPORATED EMPLOYEE SAVINGS PLAN
PHH CORPORATION AMENDED AND RESTATED EMPLOYEE INVESTMENT PLAN
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(Full Title of the Plan)
JAMES E. BUCKMAN, ESQ.
Senior Executive Vice President and General Counsel
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
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(Name and Address of Agent For Service)
(973) 428-9700
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Telephone Number, Including Area Code, of Agent For Service.
Copies to:
ERIC J. BOCK, ESQ.
Vice President
Cendant Corporation
6 Sylvan Way
Parsippany, New Jersey 07054
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE MAXIMUM AGGREGATE AMOUNT OF
REGISTERED* REGISTERED OFFERING PRICE PER OFFERING PRICE REGISTRATION FEE
SHARE
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 4,325,000 $ 30.6875 $132,723,438 $39,154
</TABLE>
- -----------------
* In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by the registrant, Cendant
Corporation (formerly named "CUC International Inc" and hereinafter
referred to as the "Company"), a Delaware corporation, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference herein:
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1997;
(2) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 1997, July 31, 1997 and October 31, 1997,
respectively;
(3) The Company's Current Reports on Form 8-K dated as of
February 4, 1997, February 13, 1997, February 26, 1997, March 17, 1997,
May 29, 1997, August 15, 1997, October 31, 1997 and November 4, 1997,
respectively;
(4) The Joint Proxy Statement/Prospectus of the Company
and HFS Incorporated on Schedule 14A, dated August 28, 1997;
(5) The description of the common stock, par value $.01
per share, of the Company (the "Company Common Stock") set forth in the
Registration Statements on Form 8-A, dated July 27, 1984 and August 15,
1989 (including any amendment or report filed for the purpose of updating
such description); and
(6) The Annual Report on Form 11-K for the HFS
Incorporated Employee Savings Plan for the fiscal year ended December 31,
1996, filed by HFS Incorporated on June 30, 1997, and the Annual Report
on Form 11-K for the PHH Corporation Amended and Restated Employee
Investment Plan for the fiscal year ended December 31, 1996, filed by PHH
Corporation on July 7, 1997.
The Company's consolidated statements of income,
shareholders' equity and cash flows for the three years ended January 31,
1997 and the Company's balance sheet for the year ended January 31, 1996
have not been restated to reflect the results of Hebdo Mag International
Inc., which was acquired by the Registrant in October 1997 and accounted
for as a pooling-of-interests.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General
Corporation Law of the State of Delaware (the "Delaware Corporation
Law"), subject to the procedures and limitations therein, to indemnify
any person against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of such
person being or having been a director, officer, employee or agent of the
Company. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors, or otherwise, both as to action in the
person's official capacity and as to action in another capacity while
holding office.
The By-Laws of the Company provide for indemnification by
the Company of its directors and officers to the fullest extent permitted
by the Delaware Corporation Law.
As permitted under Section 102(b)(7) of the Delaware
Corporation Law, the Company's Amended and Restated Certificate of
Incorporation provides as follows:
No director of the Corporation shall be personally liable
to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty by such director as a
director; provided, however, that this Article 11 shall
not eliminate or limit the liability of a director to the
extent provided by applicable law (i) for any breach of
the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) under section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this
Article 11 shall apply to or have any effect on the
liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or
repeal.
The Company maintains policies insuring its officers and
directors against certain civil liabilities, including liabilities under
the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
UNDERTAKING: The Company hereby undertakes that it will
submit or has submitted the plans described herein and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify
such plans in accordance with applicable law.
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the 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.
(h) 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 Commission such indemnification is against public policy
as expressed in the Securities 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 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 Securities Act and will
be governed by the final adjudication of such issue.
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 this Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parsippany, State
of New Jersey, on this 17th day of December, 1997.
CENDANT CORPORATION
(Registrant)
By: /s/ James E. Buckman
_________________________
James E. Buckman
Senior Executive Vice
President and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below hereby constitutes and appoints James E. Buckman
and E. Kirk Shelton, and each and either of them, his or her true and
lawful attorney-in-fact and agent for him or her and in his or her name,
place and stead, in any and all capacities, to sign this Registration
Statement on Form S-8 to be filed with the Securities and Exchange
Commission, and any and all instruments and documents filed as part of or
in connection with or supplements or amendments thereto covering the
offering and issuance of the Company's common stock pursuant to such
Registration Statement, as so amended or supplemented, 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 or she might or could do in person, hereby
ratifying and confirming all that the said attorneys-in-fact and agents
or any of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
NAME TITLE DATE
/s/ Walter A. Forbes Chairman of the Board December 17, 1997
- ------------------------- of Directors
Walter A. Forbes
/s/ Henry R. Silverman President, Chief Executive December 17, 1997
- ------------------------ Officer and Director
Henry R. Silverman (Principal Executive
Officer)
/s/ Michael P. Monaco Vice Chairman, Chief December 17, 1997
- ------------------------ Financial Officer and
Michael P. Monaco Director (Principal
Financial and Accounting
Officer)
/s/ Stephen P. Holme Director December 17, 1997
- ------------------------
Stephen P. Holmes
/s/ Robert D. Kunisch Director December 17, 1997
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Robert D. Kunisch
/s/ Christopher K. McLeod Director December 17, 1997
- ------------------------
Christopher K. McLeod
/s/ E. Kirk Shelton Director December 17, 1997
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E. Kirk Shelton
/s/ John D. Snodgrass Director December 17, 1997
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John D. Snodgrass
/s/ Robert T. Tucker Director December 17, 1997
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Robert T. Tucker
/s/ James E. Buckman Director December 17, 1997
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James E. Buckman
/s/ Bartlett Burnap Director December 17, 1997
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Bartlett Burnap
/s/ Leonard S. Coleman Director December 17, 1997
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Leonard S. Coleman
/s/ Christel DeHaan Director December 17, 1997
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Christel DeHaan
/s/ T. Barnes Donnelly Director December 17, 1997
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T. Barnes Donnelly
/s/ Martin L. Edelman Director December 17, 1997
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Martin L. Edelman
/s/ Frederick D. Green Director December 17, 1997
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Frederick D. Green
/s/ Stephen A. Greyser Director December 17, 1997
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Stephen A. Greyser
/s/ Carole G. Hankin Director December 17, 1997
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Dr. Carole G. Hankin
/s/ Brian Mulroney Director December 17, 1997
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The Rt. Hon Brian Mulroney,
P.C. LL.D
/s/ Robert E. Nederlander Director December 17, 1997
- --------------------------
Robert E. Nederlander
/s/ Burton C. Perfit Director December 17, 1997
- --------------------------
Burton C. Perfit
/s/ Anthony G. Petrello Director December 17, 1997
- --------------------------
Anthony G. Petrello
/s/ Robert W. Pittman Director December 17, 1997
- --------------------------
Robert W. Pittman
/s/ E. John Rosenwald, Jr. Director December 17, 1997
- --------------------------
E. John Rosenwald, Jr.
/s/ Robert P. Rittereiser Director December 17, 1997
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Robert P. Rittereiser
/s/ Stanley M. Rumbough, Jr. Director December 17, 1997
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Stanley M. Rumbough, Jr.
/s/ Leonard Schutzman Director December 17, 1997
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Leonard Schutzman
/s/ Robert F. Smith Director December 17, 1997
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Robert F. Smith
/s/ Craig R. Stapleton Director December 17, 1997
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Craig R. Stapleton
The Plans. Pursuant to the requirements of the Securities
Act, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on December 17,
1997.
HFS INCORPORATED EMPLOYEE
SAVINGS PLAN
/s/ Scott E. Forbes
--------------------------
Scott E. Forbes
Trustee
PHH CORPORATION AMENDED AND
RESTATED EMPLOYEE INVESTMENT PLAN
/s/ Terry E. Kridler
---------------------------
Terry E. Kridler
Trustee
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 4.1
to the Company's Post-Effective Amendment No. 2 on
Form S-8 to the Registration Statement on Form S-4,
No. 333-34517-2, dated December 17, 1997).
4.2 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 4.2 to the Company's Post-Effective
Amendment No. 2 on Form S-8 to the Registration Statement on
Form S-4, No. 333-34517-2, dated December 17, 1997).
5.1 Opinion of Eric J. Bock, Esq. as to the legality of the shares
being issued (including consent).
5.2 Internal Revenue Service determination letter that the HFS
Incorporated Employee Savings Plan is qualified under Section
401 of the Internal Revenue Code of 1986, as amended.
5.3 Internal Revenue Service determination letter that the PHH
Corporation Amended and Restated Employee Investment Plan is
qualified under Section 401 of the Internal Revenue Code of
1986, as amended.
15.1 Letter of Ernst & Young LLP re: Unaudited Interim Financial
Information of the Company.
23.1 Consent of Ernst & Young LLP relating to the audited financial
statements of the Company.
23.2 Consent of Deloitte & Touche LLP relating to the audited
financial statements of HFS Incorporated.
23.3 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Sierra On-Line, Inc.
23.4 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of Davidson & Associates, Inc.
23.5 Consent of Price Waterhouse LLP relating to the audited
financial statements of Ideon Group Inc.
23.6 Consent of White, Nelson & Co. LLP relating to the audited
financial statements of Century 21 Region V.
23.7 Consent of Tony H. Davidson, CPA relating to the
audited financial statements of Century 21 Real
Estate, Inc. and subsidiaries.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the audited
financial statements of Coldwell Banker Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Coldwell Banker Corporation.
23.10 Consent of Price Waterhouse LLP relating to the audited
financial statements of Avis, Inc.
23.11 Consent of Ernst & Young LLP relating to the audited financial
statements of Resort Condominiums International, Inc.
23.12 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of PHH Corporation.
23.13 Consent of Woolard, Krajnik & Company, LLP relating to the
audited financial statements of Century 21 of Eastern
Pennsylvania, Inc.
23.14 Consent of Deloitte & Touche LLP relating to the audited
financial statements of the HFS Incorporated Employee Savings
Plan.
23.15 Consent of KPMG Peat Marwick & Company, LLP relating to the
audited financial statements of the PHH Corporation Amended and
Restated Employee Investment Plan.
23.16 Consent of Eric J. Bock, Esq. (included in Exhibit 5.1).
24 Powers of Attorney (included on the signature page of this
Registration Statement).
EXHIBIT 5.1
CENDANT CORPORATION
6 Sylvan Way
Parsippany, New Jersey 07054
December 17, 1997
Cendant Corporation
6 Sylvan Way
Stamford, CT 06901
Re: Cendant Corporation Registration
Statement On Form S-8
Ladies and Gentlemen:
I am a Vice President of Cendant Corporation, a Delaware
corporation (the "Company"), and am rendering this opinion in connection
with the Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), on the date hereof with the Securities
and Exchange Commission (the "Commission"). The Company is filing this
Registration Statement in order to register up to 725,000 shares and
3,600,000 shares, respectively, of the common stock, par value $.01 per
share, of the Company ("Company Common Stock") which members of the HFS
Incorporated Employee Savings Plan (the "HFS Plan") and the PHH
Corporation Amended and Restated Employee Investment Plan (the "PHH
Plan," and together with the HFS Plan, the "Plans") may select as an
investment option under the terms of their respective Plan. The Company
assumed the Plans upon its merger (the "Merger") with HFS Incorporated, a
Delaware corporation ("HFS"), pursuant to the terms of an Agreement and
Plan of Merger, dated as of May 27,1997, between the Company and HFS (the
"Merger Agreement"). The Merger was consummated on December 17, 1997.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
In connection with rendering this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of the following documents: (i) the Plans; (ii) the trust
agreements executed in connection with the Plans; (iii) the Amended and
Restated Certificate of Incorporation of the Company, as amended to the
date hereof; (iv) the Merger Agreement; (v) resolutions of the Board of
Directors of the Company relating to the transactions contemplated by the
Merger Agreement; and (vi) such other certificates, instruments and
documents as I considered necessary or appropriate for the purposes of this
opinion.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such copies.
In making my examination of documents executed by parties other than the
Company, I have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and also have
assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and
the validity and binding effect thereof on such parties. As to any facts
material to the opinion expressed herein which we have not independently
established or verified, I have relied upon statements and
representations of officers and other representatives of the Company and
others.
I am admitted to the Bars of the State of New York and New
Jersey, and I do not express any opinion as to the law of any
jurisdiction except for the General Corporation Law of the State of
Delaware.
Based upon and subject to the foregoing, I am of the opinion that
the shares of Company Common Stock, when issued in accordance with the
terms and conditions of the Plans, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, however, I do not
thereby admit that I am within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Eric J. Bock
Eric J. Bock
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Date: MAY 21, 1996 Employer Identification Number
22-3059335
HFS INCORPORATED File Folder Number:
C/O KEVIN F. MURPHY, ESQUIRE 521009414
CARPENTER, BENNETT & MORRISSEY Person to Contact:
GATEWAY 3 100 MULBERRY STREET EP/EO CUSTOMER SERVICE UNIT
NEWARK, NJ 07102 Contact Telephone Number:
(410) 962-6058
Plan Name:
HFS INCORPORATED EMPLOYEE SAVINGS
PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will
depend on its effect in operation. (See section 1.401-1(b)(3) of the
Income Tax Regulations.) We will review the status of the plan in
operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides
information on the reporting requirements for your plan. It also
describes some events that automatically nullify it. It is very important
that you read the publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of
other federal or local statutes.
This determination letter is applicable for the amendment(s)
adopted on January 1, 1996.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently benefitting
for purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representatives
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ Paul M. Harrington
District Director
Enclosures:
Publication 794
EXHIBIT 5.3
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Date: January 23, 1995 Employer Identification Number
52-0551284
PHH GROUP INC File Folder Number:
C/O DONNA TRISCOLI & JOHN KRATZ, JR. 521035460
PIPER & MARBRURY - CHARLES CTR SOUTH Person to Contact:
36 S. CHARLES ST. - STE. 1100 SYLVAN J. OPPENHEIMER
BALTIMORE, MD 21201-3010 Contact Telephone Number:
(410) 962-3645
Plan Name:
PHH CORPORATION EMPLOYEE
INVESTMENT PLAN AND TRUST
AGREEMENT
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified
above, based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will
depend on its effect in operation (See section I.401- 1(b)(3) of the
Income Tax Regulations.) We will review the status of the plan in
operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the
Internal Revenue Code. It is not a determination regarding the effect of
other federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated August 31, 1994. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This determination is also subject to your adoption of the
proposed amendments submitted in your letter(s) dated January 13, 1995.
These proposed amendments should be adopted on or before the date
prescribed by the regulations under Code Section 401(b).
This plan has been mandatorily disaggregated, permissively
aggregated, or restructured to satisfy the nondiscrimination
requirements.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements Section I.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's
coverage group consists of those employees treated as currently
benefiting for purposes of demonstrating that the plan satisfies the
minimum.
This plan satisfies the nondiscriminatory current availability
requirements of Section I.40(a)(4)-4(b) of the regulations with respect
to those benefits, rights, and features that are currently available to
all employees in the plan's coverage group consists of those employees
treated as currently benefitting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of Section 410(b) of the
Code.
We have sent a copy of this letter to your representative as
indicated in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely,
/s/ Paul M. Harrington
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
EXHIBIT 15.1
CENDANT CORPORATION
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL
INFORMATION
December 17, 1997
Shareholders and Board of Directors
Cendant Corporation (formerly named "CUC International Inc.")
We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of Cendant Corporation (formerly "CUC International
Inc.") pertaining to the HFS Incorporated Employee Savings Plan and PHH
Corporation Amended and Restated Employee Investment Plan, for the
registration of its common stock of our report dated June 13, 1997
relating to the unaudited condensed consolidated interim financial
statements of CUC International Inc. ("CUC") that was included in CUC's
Quarterly Report on Form 10-Q for the quarter ended April 30, 1997.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S- 8) of Cendant Corporation (formerly "CUC International
Inc.") pertaining to the HFS Incorporated Employee Savings Plan and PHH
Corporation Amended and Restated Employee Investment Plan of our report
dated March 10, 1997, 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, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
December 17, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of our report dated March
31, 1997 (May 27, 1997 as to Note 2a, April 30, 1997 as to Note 2b)
appearing in the HFS Incorporated Current Report on Form 8-K, dated July
16, 1997, and incorporated by reference from the Joint Proxy Statement of
CUC International Inc. and HFS Incorporated on Schedule 14A filed on
August 28, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
December 16, 1997
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of our report dated June 24,
1996, relating to the consolidated balance sheet of Sierra On-Line, Inc.
and subsidiaries for the year ended March 31, 1996 and the consolidated
statements of operations, stockholders' equity and cash flows for the two
years ended March 31, 1996, incorporated by reference from the Joint
Proxy Statement of CUC International Inc. and HFS Incorporated on
Schedule 14A filed on August 28, 1997.
/s/ Deloitte & Touche LLP
Seattle, Washington
December 16, 1997
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cendant Corporation
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Cendant Corporation (formerly CUC International
Inc.) pertaining to the HFS Incorporated Employee Savings Plan/PHH
Corporation Amended and Restated Employee Investment Plan, of our report
dated February 21, 1996, with respect to the consolidated balance sheet
of Davidson & Associates, Inc. and subsidiaries as of December 31, 1995
and the related consolidated statements of earnings, shareholders'
equity, and cash flows and related schedule for each of the years in the
two year period ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
Long Beach, California
December 17, 1997
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Cendant Corporation (formerly known as CUC
International Inc.) of our report dated February 2, 1996, relating to the
consolidated financial statements of Ideon Group, Inc., which appears in
the Annual Report on Form 10-K of CUC International Inc. for the year
ended January 31, 1997.
/s/ Price Waterhouse LLP
Tampa, Florida
December 16, 1997
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of our report dated January
12, 1996, related to the consolidated financial statements of Century 21
Region V (Business Acquired By HFS Incorporated) as of and for the year
ended July 31, 1995, included in the HFS Incorporated Current Report on
Form 8-K, as amended, dated February 16, 1996, and incorporated by
reference in the Joint Proxy Statement of CUC International, Inc. and HFS
Incorporated on Schedule 14a filed on August 28, 1997.
/s/ White, Nelson & Co.
Anaheim, California
December 16, 1997
EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
I consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of my report dated September
25, 1995 related to the consolidated balance sheet of Century 21 Real
Estate, Inc. and subsidiaries as of July 31, 1995, 1994 and 1993 and the
related statements of income and retained earnings and cash flows for the
years then ended included in the HFS Incorporated Current Report on Form
8-K, as amended, dated February 16, 1996 and incorporated by reference in
the Joint Proxy Statement of CUC International, Inc. and HFS Incorporated
on Schedule 14A filed on August 28, 1997.
/s/ Tony H. Davidson, CPA
Tony H. Davidson, CPA
Lake Oswego, Oregon
December 16, 1997
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8, of our report dated
February 27, 1996 related to the consolidated financial statements of
Coldwell Banker Corporation and Subsidiaries as of December 31, 1995 and
1994, and for each of the two years in the period ended December 31,
1995, incorporated by reference in the Registration Statement of CUC
International Inc. on Form S-4, dated August 28, 1997, and included in
the HFS Incorporated Current Report on Form 8-K dated May 8, 1996, as
amended by Form 8-K/A dated March 27, 1997.
/s/ Coopers & Lybrand L.L.P.
Newport Beach, California
December 15, 1997
EXHIBIT 23.9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of our report dated March
11, 1994, related to the consolidated statements of operations,
stockholders' equity and cash flows for the three months ended December
31, 1993 and the consolidated statements of operations and cash flows for
the nine months ended September 30, 1993 of Coldwell Banker Corporation
and subsidiaries (formerly Coldwell Banker Residential Holding Company
and subsidiaries) included in the HFS Incorporated Current Report on Form
8-K, as amended, dated May 8, 1996, and incorporated by reference from
the Joint Proxy Statement of CUC International Inc. and HFS Incorporated
on Schedule 14A filed on August 28, 1997.
/s/ Deloitte & Touche LLP
Costa Mesa, California
December 16, 1997
EXHIBIT 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Cendant Corporation of our report dated April
25, 1996 relating to the consolidated financial statements of Avis, Inc.,
appearing in HFS Incorporated's Current Report on Form 8-K, dated August
29, 1996, as amended (form 8-K). The form 8-K is incorporated by
reference in the Joint Proxy Statement/Prospectus of CUC International
and HFS Incorporated dated August 28, 1997.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
New York, New York
December 16, 1997
EXHIBIT 23.11
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S- 8) of Cendant Corporation pertaining to the HFS
Incorporated Employee Saving Plan and the PHH Corporation Amended and
Restated Employee Investment Plan of our report dated February 23, 1996
(except Notes 9 to 11, as to which the date is February 7, 1997), with
respect to the combined financial statements of Resort Condominiums
International, Inc., its affiliates and subsidiaries for the year ended
December 31, 1995 included in the Current Report of Form 8-K/A of HFS
Incorporated dated March 27, 1997, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Indianapolis, Indiana
December 16, 1997
EXHIBIT 23.12
The Board of Directors
PHH Corporation:
We consent to the incorporation by reference in the Registration
Statement of Cendant Corporation on Form S-8 for shares to be issued in
connection with the HFS Incorporated Employee Savings Plan and PHH
Corporation Employee Investment Plan, of our report dated April 30, 1997,
with respect to the consolidated balance sheets of PHH corporation and
subsidiaries (the "Company") at December 31, 1996 and January 31, 1996
and the related consolidated statements of income, stockholders' equity,
and cash flows for the year ended December 31, 1996 and each of the years
in the two year period ended January 31, 1996,which report appears in the
Form 8-K of HFS Incorporated dated July 16, 1997, incorporated by
reference in the Registration Statement.
Our report contains an explanatory paragraph that states that the Company
adopted the provisions of Statement of Financial Accounting Standards No.
122, "Accounting for Mortgage Servicing Rights," in the year ended
January 31, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Baltimore, Maryland
December 16, 1997
EXHIBIT 23.13
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement of Cendant Corporation on Form S-8 of our report dated June 22,
1995 (except for Note 13, as to which the date is October 12, 1995),
related to the financial statements of Century 21 of Eastern
Pennsylvania, Inc. as of and for the years ended April 30, 1995 and 1994,
included in HFS, Incorporated's Current Report on Form 8-K dated February
16, 1996 and incorporated by reference in the Joint Proxy Statement of
CUC International, Inc. and HFS Incorporated on Schedule 14A filed on
August 28, 1997.
/s/ Woolard, Krajnik & Company, LLP
WOOLARD, KRAJNIK & COMPANY, LLP
Exton, Pennsylvania
December 16, 1997
EXHIBIT 23.14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Cendant Corporation on Form S-8 of our report dated June 28,
1997 appearing in the Annual Report on Form 11-K of the HFS Incorporated
Employee Savings Plan for the years ended December 31, 1996 and 1995.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
December 16, 1997
EXHIBIT 23.15
The Board of Directors
PHH Corporation
We consent to the incorporation by reference in the Registration
Statement of Cendant Corporation on form S-8 for shares to be issued in
connection with the HFS Incorporated Employee Savings Plan and the PHH
Corporation Employee Investment Plan of our report dated April 29, 1997,
relating to the statements of net assets available for plan benefits of
PHH Corporation Employee Investment Plan as of December 31, 1996 and
1995, and the related statements of changes in net assets available for
plan benefits for the years then ended and the related schedules for the
year ended December 31, 1996, which report appears in the Form 11-K of
PHH Corporation dated July 7, 1997, incorporated by reference in the
Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Baltimore, Maryland
December 16,1997
