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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)
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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.
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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
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Randy M. Joseph
Vice-President, Chief Financial
Officer, Treasurer
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