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
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Date of Report (Date of Earliest Event Reported): April 19, 1996
CUC INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10308 06-0918165
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(Commission File Number) (I.R.S. Employer
Identification No.)
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)
ITEM 5. OTHER EVENTS
On April 19, 1996, CUC International Inc. (the "Company")
and its wholly-owned subsidiary, IG Acquisition Corp. ("Merger Sub"),
entered into an Agreement and Plan of Merger with Ideon Group, Inc.
("Ideon") pursuant to which the Company, Merger Sub and Ideon shall
consummate a merger (the "Merger") in which Merger Sub shall be merged
with and into Ideon. In the Merger, each share of common stock, par
value $0.01 per share, of Ideon issued and outstanding immediately
prior to the effective time of the Merger shall by virtue of the
Merger be converted into the right to receive that number of shares of
common stock, par value $0.01 per share, of the Company ("Company
Common Stock") (such number being hereinafter referred to as the
"Conversion Number"), equal to the quotient obtained by dividing (x)
$13.50 by (y) the Average Stock Price (as hereinafter defined);
provided, however, that if the Average Stock Price is $22 or less the
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Conversion Number shall be 0.6136 and if the Average Stock Price is
$36 or more the Conversion Number shall be 0.3750. The "Average Stock
Price" shall mean the average closing price per share of Company
Common Stock on the New York Stock Exchange as reported on the NYSE
Composite Tape during the fifteen consecutive trading day period (the
"Measurement Period") ending on the second calendar day immediately
preceding the meeting of Ideon's stockholders with respect to the
Merger; provided, however, that if such second calendar day is not a
trading day, the Measurement Period shall end on the next calendar day
immediately preceding such second calendar day that is a trading day.
Consummation of the 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 Ideon.
The information set forth in the press release attached
hereto as Exhibit 99 is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) Exhibits
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99 Press Release issued by CUC International Inc. on April
22, 1996.
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/ Christopher K. McLeod
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Name: Christopher K. McLeod
Title: Executive Vice
President
Dated: April 22, 1996
EXHIBIT INDEX
Exhibit No. Page No.
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99 Press Release issued by
CUC International Inc.,
on April 22, 1996.
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