-----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, BDaMVroK2LC0KlZ1uRcZFVt4kq5XzK0khOMKZCIUXyDfDCdcVaWVIzTjDzuLhcSV KZ3xdj8hy8EWNVR/HfJyCA== 0000723612-97-000008.txt : 19970318 0000723612-97-000008.hdr.sgml : 19970318 ACCESSION NUMBER: 0000723612-97-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970314 ITEM INFORMATION: Other events FILED AS OF DATE: 19970317 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: 97557555 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) March 14, 1997 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 January 31, 1997, KA Acquisition Corp. ("Acquisition"), a wholly-owned subsidiary of CUC International Inc. (the "Company"), acquired all of the issued and outstanding capital stock of Knowledge Adventure, Inc. ("Knowledge Adventure"), pursuant to the terms of an Agreement and Plan of Merger dated October 11, 1996 (as amended on December 20, 1996) among the Company, Acquisition, and Knowledge Adventure. Knowledge Adventure is engaged in the design, development and distribution of interactive, multimedia computer software for the children's educational market. This acquisition is being accounted for as a pooling-of-interests. On February 13, 1997, the Company acquired substantially all of the assets and assumed specific liabilities of Numa Corporation ("Numa"), pursuant to an Asset Purchase Agreement dated January 8, 1997. Numa publishes personalized heritage publications and markets and sells personalized merchandise. This acquisition is being accounted for as a pooling-of-interests. The following is a summary of certain interim financial results of the Company, on a consolidated basis, reflecting the combined operations of the Company, Knowledge Adventure and Numa. For the one-month period ended March 14, 1997, the Company had consolidated revenues and net income of approximately $210 million and $22 million ($.05 per share), respectively. The weighted average number of Company common shares outstanding for this period was approximately 432.7 million shares. 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: March 17, 1997 By: COSMO CORIGLIANO Cosmo Corigliano - Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----