INDEX TO EXHIBITS
Exhibit
4.0 Indenture dated as of February 11, 1997, between CUC International Inc.
and Marine Midland Bank, as trustee (incorporated herein by reference to
Exhibit 4(a) of the Company's Current Report on Form 8-K filed with the
Commission on February 13, 1997).
4.1 Registration Rights Agreement dated as of February 11, 1997, between CUC
International Inc. and Goldman, Sachs & Co. for itself and on behalf of
the other Purchasers party thereto (incorporated herein by reference to
Exhibit 4(b) to the Company's Current Report on Form 8-K filed with the
Commission on February 13, 1997).
5.0 Opinion of Robert T. Tucker, Esq.
12.0 Ratio of Earnings to Fixed Charges.
15.0 Letter from Ernst & Young LLP regarding unaudited condensed consolidated
interim financial information of CUC International Inc.
23.0 Consent of Ernst & Young LLP
23.1 Consent of Price Waterhouse LLP (relating to the financial statements of
Ideon Group, Inc.).
23.2 Consent of Deloitte & Touche LLP (relating to the financial statements of
Sierra On-Line, Inc.).
23.3 Consent of Deloitte & Touche LLP (relating to the financial statements of
Advance Ross Corporation).
23.4 Consent of KPMG Peat Marwick (relating to the financial statements of
Davidson & Associates, Inc.).
23.5 Consent of Robert T. Tucker, Esq. (included in the opinion filed as
Exhibit 5.0).
24.0 Power of Attorney (included as part of the signature page to this
Registration Statement).
25.0 Statement of Eligibility and Qualification of Marine Midland Bank, as
trustee, on Form T-1.
II-6
Exhibit 5.0
Robert T. Tucker
ATTORNEY AT LAW
61 PURCHASE ST. (914) 967-8105
RYE, N.Y. 10580 FAX: (914) 967-8161
March 10, 1997
The Board of Directors
CUC International Inc.
707 Summer Street
Stamford, CT 60601
Ladies and Gentlemen:
I am the Corporate Secretary and counsel to CUC International
Inc., a Delaware corporation (the "Company"). In such capacity I have been
involved with the preparation and filing of the Registration Statement of the
Company on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the intended resale from
time to time by the Selling Stockholders (in the manner described in the
prospectus (the "Prospectus") contained in the Registration Statement) of up to
$550,000,000 aggregate principal amount of the 3% Convertible Subordinated Notes
due February 15, 2002 (the "Notes") of the Company and up to 17,959,205 shares
of the common stock, $.01 par value (the "Common Stock"), of the Company
issuable upon conversion of the Notes.
In so acting, I have reviewed the Registration Statement,
including the Prospectus contained therein, the Restated Certificate of
Incorporation and the Amended and Restated Bylaws of the Company in effect on
the date hereof, and the Indenture dated as of February 11, 1997, between the
Company and Marine Midland Bank, as trustee (the "Indenture"). In addition, I
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as I have deemed relevant and necessary as
a basis for the opinions hereinafter set forth.
In such 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 latter documents. As to all questions
of fact material to this opinion that have not been independently established, I
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that:
1. The Notes to be offered and sold by the Selling
Securityholders in the manner described under the captions "Selling
Securityholders" and "Plan of Distribution" in the Prospectus contained in the
Registration Statement have been duly authorized and validly issued and
constitute the legally binding obligations of the Company entitled to the
benefits of the Indenture in accordance with their terms, subject to applicable
bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors rights and remedies generally and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether a
proceeding is sought at law or in equity).
2. The Notes are convertible into shares of Common Stock in
accordance with their terms and the conditions thereto prescribed by the
Indenture, and the shares of Common Stock issuable upon conversion of the Notes
have been duly authorized and reserved for issuance upon such conversion and,
when issued and delivered by the Company in accordance with their terms and the
conditions thereto prescribed by the Indenture, will be validly issued, fully
paid and nonassessable.
The opinions expressed herein are limited to the corporate
laws of the State of Delaware and the federal laws of the United States, and I
express no opinion as to the effect on the matters covered by this letter of the
laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those opinions may
not be used or relied upon by any other person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent.
I hereby consent to the filing of this opinion as Exhibit 5.0
to the Registration Statement and to the references to me under the heading
"Legal Matters" in the Prospectus, without admitting that I am an expert under
the Securities Act or the rules and regulations of the Commission thereunder
with respect to any part of the Registration Statement or Prospectus contained
therein.
Very truly yours,
/s/ Robert T. Tucker
CUC International Inc.
Exhibit 12- Computation Of the Ratio of Earnings to Fixed Charges
(amounts in thousands, except ratio)
Year Ended January 31,
---------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Income from continuing operations
before income taxes $235,312 $256,931 $198,319 $117,434
Add:
Interest expense 7,409 6,536 5,105 7,298
Interest factor in rent 12,533 9,233 8,000 4,337
------- -------- -------- -------- --------
$ - $255,254 $272,700 $211,424 $129,069
======= ======== ======== ======== ========
Interest expense $ - $ 7,409 $ 6,536 $ 5,105 $ 7,298
Interest factor in rent 12,533 9,233 8,000 4,337
------- -------- -------- -------- --------
$ - $ 19,942 $ 15,769 $ 13,105 $ 11,635
======= ======== ======== ======== ========
Ratio of earnings to fixed charges - 12.80 17.29 16.13 11.09
======= ======== ======== ======== ========
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 15 - LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
March 6, 1997
Shareholders and Board of Directors
CUC International Inc.
We are aware of the incorporation by reference in the Registration
Statement (Form S-3) of CUC International Inc. for the registration of
$550,000,000 of 3% Convertible Subordinated Notes and 17,959,205
shares of its common stock of our report dated December 2, 1996
relating to the unaudited condensed consolidated interim financial
statements of CUC International Inc. that are included in its
Quarterly Report on Form 10-Q for the quarter ended October 31, 1996.
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 23.0
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of CUC
International Inc. for the registration of $550,000,000 of 3%
Convertible Subordinated Notes and 17,959,205 shares of its common
stock and to the incorporation by reference therein of our report
dated March 19, 1996, 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, 1996 and our
report dated September 12, 1996 with respect to the consolidated
financial statements of CUC International Inc. included in its Current
Report (Form 8-K) dated July 24, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Stamford, Connecticut
March 6, 1997
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 of CUC
International Inc. of our reports dated February 2, 1996 and December
5, 1994, relating to the consolidated financial statements of Ideon
Group, Inc., which appears in the Current Report on Form 8-K of CUC
International, Inc. filed with the Securities and Exchange Commission
on or about September 17, 1996. We also consent to the reference to
us under the heading "Experts."
Price Waterhouse LLP
Tampa, Florida
March 6, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CUC International Inc. on Form S-3 of our report dated
June 24, 1996 (relating to the consolidated financial statements of
Sierra On-Line, Inc. and subsidiaries for the year end March 31, 1996,
not presented separately therein), appearing in the CUC International
Inc. Current Report on Form 8-K (filed with the Securities and
Exchange Commission on September 17, 1996) and, to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Seattle, Washington
March 6, 1997
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference of this Registration
Statement of CUC International Inc. on Form S-3 of our report dated
March 13, 1995 (relating to the financial statements of Advance Ross
Corporation as of December 31, 1994 and for the years ended December
31, 1994 and 1993, not presented separately therein), appearing in the
CUC International Inc. Annual Report on Form 10-K for the year ended
January 31, 1996 and the CUC International Inc. Current Report on Form
8-K (filed with the Securities and Exchange Commission on September
17, 1996) and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
March 6, 1997
Exhibit 23.4
ACCOUNTANTS' CONSENT
The Board of Directors
Davidson & Associates, Inc.
We consent to the incorporation by reference in the registration
statement on
Form S-3 of CUC International Inc. of our report dated February 21,
1996, with respect to the consolidated balance sheets of Davidson &
Associates, Inc. and subsidiaries as of December 31, 1995 and 1994 and
the related consolidated statements of earning, shareholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the Form 8-K of CUC
International Inc. dated July 24, 1996, filed with the Commission on
September 17, 1996, and to the reference to our firm under the heading
"Experts" in the prospectus.
KPMG Peat Marwick LLP
Long Beach, California
March 5, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-----------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
-----------
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-6560
(Name, address and telephone number of agent for service)
CUC INTERNATIONAL INC.
(Exact name of obligor as specified in its charter)
Delaware 06-0918165
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
707 Summer Street
Stamford, Connecticut 06901
(203) 324-9261 (Zip Code)
(Address of principal executive offices)
3% COVERTIBLE SUBORDINATED NOTES DUE FEBRUARY 15, 2002
(Title of Indenture Securities)
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None
Item 16. List of Exhibits.
Exhibit
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December
31, 1993 as to the authority of Marine
Midland Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January
20, 1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank
required by Section 321(b) of the Trust
Indenture Act of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (December 31, 1996),
published pursuant to law or the
requirement of its supervisory or
examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits previously filed with the Securities and Exchange Commission with
Registration No. 33-53693 and incorporated herein by reference thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York on the 5th day of March, 1997.
MARINE MIDLAND BANK
By: /s/ Teresa S. Santos
------------------------
Teresa S. Santos
Assistant Corporate Trust Officer
EXHIBIT T1A (VII)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
[ 1 ]
THIS FINANCIAL INFORMATION HAS NOT BEEN REVIEWED, OR CONFIRMED
FOR ACCURACY OR RELEVANCE, BY THE FEDERAL RESERVE SYSTEM. Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC AND
FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31,
1996 (950630)
--------
(RCRI 9999)
This report is required by law; 12 U.S.C. ss.324 (State member banks); 12
U.S.C. ss. 1817 (State nonmember banks); and 12 U.S.C. ss.161 (National banks).
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consoli-dated foreign subsidiaries, or
International Banking Facilities.
- --------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for
State member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
- -----------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.
/s/ Gerald A. Ronning
- ----------------------------------------------
Signature of Officer Authorized to Sign Report
1/27/97
- ----------------------------------------------
Date of Signature
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions. NOTE: These instructions may in some
cases differ from generally accepted accounting principles.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ Bernard J. Kennedy
- ----------------------------------------------
Director (Trustee)
/s/ Northrup R. Knox
- ----------------------------------------------
Director (Trustee)
/s/ Henry J. Nowak
- ----------------------------------------------
Director (Trustee)
- --------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANK: Return the original and one copy to the appropriate
Federal Reserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address
envelope provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
NATIONAL BANKS: Return the original only in the special return address envelope
provided. If express mail is used in lieu of the special return address
envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127
Espey Court, Suite 204, Crofton, MD 21114.
- --------------------------------------------------------------------------------
FDIC Certificate Number 0 0 5 8 9
--- --- --- --- ---
(RCRI 9030)
NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking authorities. Refer
to your appropriate state banking authorities for your state publication
requirements.
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
- ------------------- ----------
Name of Bank City
in the state of New York, at the close of business
December 31, 1996
ASSETS
Thousands
of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances
currency and coin......................... $ 967,072
Interest-bearing balances ................ 1,867,936
Held-to-maturity securities............... 0
Available-for-sale securities............. 2,841,138
Federal Funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold........................ 1,606,822
Securities purchased under
agreements to resell...................... 235,041
Loans and lease financing receivables:
Loans and leases net of unearned
income.............................14,555,533
LESS: Allowance for loan and lease
losses............................. 415,451
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve............ 14,140,082
Trading assets............................ 891,546
Premises and fixed assets (including
capitalized leases)....................... 189,690
Other real estate owned...................... 1,144
Investments in unconsolidated
subsidiaries and associated companies........ 0
Customers' liability to this bank on
acceptances outstanding...................... 17,549
Intangible assets............................ 187,259
Other assets................................. 399,875
Total assets................................. 23,345,154
LIABILITIES
Deposits:
In domestic offices....................... 15,864,140
Noninterest-bearing...........4,242,927
Interest-bearing.............11,621,213
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs....................... 3,036,069
Noninterest-bearing........... 0
Interest-bearing..............3,036,069
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased................... 1,225,738
Securities sold under agreements to
repurchase................................ 58,491
Demand notes issued to the U.S. Treasury 181,786
Trading Liabilities.......................... 234,555
Other borrowed money:
With original maturity of one year
or less................................... 26,912
With original maturity of more than
one year.................................. 0
Mortgage indebtedness and obligations
under capitalized leases..................... 33,120
Bank's liability on acceptances
executed and outstanding..................... 17,549
Subordinated notes and debentures............ 397,522
Other liabilities............................ 386,942
Total liabilities............................ 21,462,824
Limited-life preferred stock and
related surplus.............................. 0
EQUITY CAPITAL
Perpetual preferred stock and related
surplus...................................... 0
Common Stock................................. 185,000
Surplus...................................... 1,633,431
Undivided profits and capital reserves....... 54,753
Net unrealized holding gains (losses)
on available-for-sale securities............. 9,146
Cumulative foreign currency translation
adjustments.................................. 0
Total equity capital......................... 1,882,330
Total liabilities, limited-life
preferred stock, and equity capital.......... 23,345,154
