-----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, HlMD9QA4RMGIJoFzZsgAv4aZlp0VZwtn6AQe1zDChfI4XTeWyP9HcCOJhWwKugK0 SEn9eLvFhJZac8UMbnxZ/Q== 0000723612-96-000018.txt : 19960921 0000723612-96-000018.hdr.sgml : 19960921 ACCESSION NUMBER: 0000723612-96-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960220 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960919 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUC INTERNATIONAL INC /DE/ CENTRAL INDEX KEY: 0000723612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 060918165 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10308 FILM NUMBER: 96632189 BUSINESS ADDRESS: STREET 1: 707 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033249261 MAIL ADDRESS: STREET 1: 707 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: COMP U CARD INTERNATIONAL INC DATE OF NAME CHANGE: 19870914 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) September 7, 1996 CUC International Inc. (Exact name of Registrant as specified in charter) Delaware 1-10308 06-0918165 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 707 Summer Street Stamford, Connecticut 06901 (Address of principal executive offices) (Zip Code) (203)324-9261 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS Post-Merger Financial Results On July 24, 1996, pursuant to an Agreement and Plan of Merger dated as of February 19, 1996, as amended, Stealth Acquisition I Corp., a wholly-owned subsidiary of CUC International Inc. (the "Company"), was merged (the "Davidson Merger") with and into Davidson & Associates, Inc. ("Davidson"). As a result of the Davidson Merger, Davidson became a wholly-owned subsidiary of the Company. Also on July 24, 1996, pursuant to an Agreement and Plan of Merger dated as of February 19, 1996, as amended, Larry Acquisition Corp., a wholly-owned subsidiary of the Company, was merged (the "Sierra Merger") with and into Sierra On-Line, Inc. ("Sierra"). As a result of the Sierra Merger, Sierra became a wholly-owned subsidiary of the Company. On August 7, 1996, pursuant to an Agreement and Plan of Merger dated as of April 19, 1996, IG Acquisition Corp. ("IG"), a wholly- owned subsidiary of the Company, was merged (the "Ideon Merger") with and into Ideon Group, Inc. ("Ideon"). As a result of the Ideon Merger, Ideon became a wholly-owned subsidiary of the Company. The following is a summary of certain interim financial results of the Company, on a consolidated basis, reflecting the combined operations of the Company, Davidson, Sierra and Ideon. For the one-month period ended September 7, 1996, the Company had consolidated revenues and a net loss of approximately $192.5 million and $(58.3 million) ($(.22 per share)), respectively. The weighted average number of Company common shares outstanding for this period was approximately 269 million. These results include a charge of approximately $128 million ($80 million or $.30 per common share after-tax effect) for costs associated with the Ideon Merger, including integration and transaction costs as well as costs relating to certain outstanding litigation matters, as discussed in the Company's Current Report on Form 8-K filed September 17, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CUC International Inc. (Registrant) Date: September 19, 1996 By: COSMO CORIGLIANO Cosmo Corigliano - Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----