-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RoG0vD3UQigPcfX2ufJjAgJOM6h58PMSdhwxlenWLIxqdlQVeJDFNVvsPh1NIP21 zZT7UBPUMahd41tw1w7fKQ== 0000950124-95-003407.txt : 19951027 0000950124-95-003407.hdr.sgml : 19951027 ACCESSION NUMBER: 0000950124-95-003407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951018 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951025 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCE ROSS CORP CENTRAL INDEX KEY: 0000002457 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 360861450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00770 FILM NUMBER: 95584222 BUSINESS ADDRESS: STREET 1: 6200 ELMRIDGE ROAD CITY: STERLING STATE: MI ZIP: 48310 BUSINESS PHONE: 3123469126 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 18, 1995 ADVANCE ROSS CORPORATION (Exact name of Registrant as Specified in its Charter) DELAWARE (State or other Jurisdiction of Incorporation) 0-21822 36-3878407 (Commission (I.R.S. Employer File Number) Identification No.) 233 SOUTH WACKER DRIVE, SUITE 9700, CHICAGO, ILLINOIS 60606-6502 (Address of Principal Executive Offices) (Zip Code) (312) 382-1100 Registrant's Telephone Number, Including Area Code NOT APPLICABLE (Former name, former address and former fiscal year, if changed from last report) 2 ITEM 5. OTHER EVENTS. On October 18, 1995, Advance Ross Corporation (the "Company") announced that CUC International Inc. ("CUC") will acquire all of the Company's outstanding common stock, which announcement is described more fully in a press release dated October 18, 1995, a copy of which is attached hereto as Exhibit 001. In addition, all shares of the Company's Preferred Stock ("Preferred Stock"), issued and outstanding immediately prior to the effective time of the merger (other than shares owned by CUC, the Company or any wholly owned subsidiary of CUC or the Company), will be converted into that number of shares of CUC International Common Stock equal to the quotient obtained by dividing: (x) the sum of $27.50, plus all accumulated, accrued and unpaid dividends in respect of each such share (excluding dividends that, at the effective time, have been declared with a record date prior to the effective time but having a payment date after the effective time), by (y) the Average Stock Price (as defined in the Agreement and Plan of Merger, dated October 17, 1995). No fractional shares of CUC International Common Stock will be issued in the merger to holders of the Company's common stock or Preferred Stock. Accordingly, if the Company reasonably determines that the aggregate amount of cash to be received by all holders of the Preferred Stock, in lieu of fractional share interests, would exceed 20% of the value of the aggregate consideration to be received by all holders of the Preferred Stock at the effective time, then, in lieu of the conversion in the merger of shares of the Preferred Stock into shares of CUC International Common Stock, the Company shall redeem the Preferred Stock in accordance with the redemption provisions of the Advance Ross Restated Certificate of Incorporation. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits
NUMBER DESCRIPTION 001 Press Release dated October 18, 1995.
2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCE ROSS CORPORATION Dated: October 25, 1995 By: /s/ RANDY M. JOSEPH ------------------------ Randy M. Joseph Vice-President, Chief Financial Officer, Treasurer 3 EX-99.001 2 PRESS RELEASE DATED 10/18/95 1 EXHIBIT 99.001 CONTACTS: HARVE FERRILL, CHAIRMAN (312-382-1105) PAUL YOVOVICH, PRESIDENT (312-382-1107) CUC INTERNATIONAL SIGNS AGREEMENT TO ACQUIRE ADVANCE ROSS CORPORATION Chicago, IL, October 18, 1995 -- CUC International Inc. (NYSE:CU) announced today that it has signed an agreement to acquire all of the outstanding common stock of Advance Ross Corporation (NASDAQ:AROS), a processor of value-added tax refunds to travelers in over 20 European countries. CUC International plans to effect the acquisition through a tax-free merger of a wholly-owned acquisition subsidiary into Advance Ross. Pursuant to the merger, CUC plans to issue five-sixths of a share of its common stock for each share of Advance Ross common stock held on the effective date of the merger, subject to certain adjustments. As of October 16, 1995, Advance Ross had approximately 7.1 million shares of common stock outstanding. CUC International intends to account for the acquisition as a "pooling-of-interests." The acquisition is subject to customary closing conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval of the holders of Advance Ross common stock. It is anticipated that the acquisition will be completed in January, 1996. - more - 2 Walter A. Forbes, Chairman and Chief Executive Officer of CUC International, commented, "This acquisition marks an important strategic move for CUC International as it significantly strengthens our worldwide presence, while also providing an extensive, new distribution channel for our services. Advance Ross will work closely with our International division, which is headquartered in London." More specifically: - With access to over 90,000 retailers, including many high-end department stores and boutiques, the acquisition will provide CUC International with a broad international distribution channel for its Entertainment Publications and other services. - Advance Ross has operations in over 20 European countries. There are significant opportunities to expand into additional countries, primarily in Eastern Europe. - Advance Ross has a presence in most major European airports, providing an additional distribution channel for CUC International's services. Currently, CUC International is marketing its Travel service, on a test basis, with Advance Ross at Heathrow Airport. Harve Ferrill, Chief Executive Officer of Advance Ross, stated, "We are pleased to become an integral part of CUC International's global growth strategy. CUC's direct-marketing expertise and entrepreneurial spirit, when coupled with our international strength, promises to be a powerful combination." - more - 3 Mr. Ferrill continued, "Not only can CUC gain tremendous leverage from our international presence, but we can also gain from CUC's marketing skills. The value-added tax refund is a boon to travelers; yet, many tourists are unaware of it. CUC's proven marketing expertise should prove quite valuable in our objective to increase travelers' awareness and usage of the refund." The merger agreement calls for five-sixths of a share of CUC common stock to be issued for each share of Advance Ross common stock, assuming that CUC common stock trades at an average price between $30.00 and $38.00 per share over the ten-day period prior to a special shareholder meeting. If CUC's average price over that period is above $38.00, the CUC shares to be exchanged for each share of Advance Ross common stock would be decreased to produce a maximum $31.67 value for the CUC stock exchanged for each Advance Ross share. If CUC's average price over that period is below $30.00, the CUC shares to be exchanged would be increased to produce a minimum of $25.00 for the CUC stock exchanged for each Advance Ross share. Advance Ross Corporation's primary business is Europe Tax-free Shopping (ETS), the world's leading value-added tax (VAT) refund service. For the year ended December 31, 1994, Advance Ross reported revenues of $66.5 million. Net income was $8.3 million, or $.97 per fully diluted share, on 8.6 million weighted average common shares outstanding, which reflects the two-for-one split distributed on September 8, 1995. - more - 4 CUC International Inc. is a leading membership-services company, currently providing more than 38 million consumers with access to a variety of services including home shopping, travel, insurance, auto, dining, home improvement, lifestyle clubs, checking account enhancements and discount coupon programs. # # # - more - -----END PRIVACY-ENHANCED MESSAGE-----