SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 19, 1996
CUC INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-12721 06-0918165
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(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
707 SUMMER STREET, STAMFORD, CONNECTICUT 06901
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(Address of Principal Executive Offices) (Zip Code)
(203) 324-9261
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 19, 1996, CUC International Inc. (the "Company") and
its wholly-owned subsidiary, Stealth Acquisition II Corp. ("Davidson Merger
Sub"), entered into an Agreement and Plan of Merger with Davidson & Associates,
Inc. ("Davidson") pursuant to which the Company, Davidson Merger Sub and
Davidson shall consummate a merger (the "Davidson Merger") in which Davidson
Merger Sub shall be merged with and into Davidson. In the Davidson Merger, each
share of common stock, par value $0.00025 per share, of Davidson issued and
outstanding immediately prior to the effective time of the Davidson Merger shall
by virtue of the Davidson Merger be converted into 0.85 of a share of common
stock, par value $0.01 per share, of the Company. Consummation of the Davidson
Merger is subject to certain 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 common
stock of Davidson.
On February 19, 1996, the Company and its wholly-owned
subsidiary, Larry Acquisition Corp. ("Sierra Merger Sub"), entered into an
Agreement and Plan of Merger with Sierra On-Line, Inc. ("Sierra") pursuant to
which the Company, Sierra Merger Sub and Sierra shall consummate a merger (the
"Sierra Merger") in which Sierra Merger Sub shall be merged with and into
Sierra. In the Sierra Merger, each share of common stock, par value $0.01 per
share, of Sierra issued and outstanding immediately prior to the effective time
of the Sierra Merger shall by virtue of the Sierra Merger be converted into
1.225 shares of common stock, par value $0.01 per share, of the Company.
Consummation of the Sierra Merger is subject to certain 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 common stock of Sierra.
Neither transaction is contingent upon the consummation
of the other transaction.
The information set forth in the press release attached hereto as
Exhibit 99 is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits
99 Press Release issued by CUC International Inc. on February 20,
1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CUC INTERNATIONAL INC.
By: /s/ E. Kirk Shelton
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Name: E. Kirk Shelton
Title: President and Chief
Operating Officer
Dated: February 21, 1996
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EXHIBIT INDEX
Exhibit No. Page No.
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99 Press Release issued by 5
CUC International Inc.
on February 20, 1996.
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