SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 28, 1997 (May 27, 1997)
Date of Report (Date Of Earliest Event Reported)
HFS INCORPORATED
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
1-11402 22-3059335
(Commission File Number) (IRS Employer Identification No.)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address Of Principal Executive Offices) (Zip Code)
(201) 428-9700
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On May 27, 1997, HFS Incorporated, a Delaware
corporation (the "Company"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with CUC
International Inc., a Delaware corporation ("CUC").
Pursuant to the Merger Agreement, the Company
will be merged with and into CUC (the "Merger"), with CUC
continuing as the surviving corporation. The name of the
combined company will be determined prior to consummation
of the Merger. In connection with the Merger, CUC will
issue 2.4031 shares of CUC common stock in exchange for
each issued and outstanding share (other than treasury
shares and shares owned by CUC) of the Company's common
stock, with the aggregate value of all CUC shares so
issued equal to approximately $11 billion. The combined
company's market capitalization following the Merger will
total approximately $22 billion.
The Merger will be accounted for as a pooling
of interests and is intended to qualify as a tax-free
reorganization under Section 368(a) of the Internal
Revenue Code of 1986, as amended. Consummation of the
Merger is subject to customary regulatory approvals and
the respective approval of the stockholders of the
Company and CUC. The Merger is expected to be
consummated in the Fall of 1997.
CUC is a leading membership-based, consumer
services company, which, among other things, provides
individual, wholesale and discount memberships with
shopping, travel, auto, dining, credit card and other
components.
The information set forth above is qualified in
its entirety by reference to the Merger Agreement, the
corporate governance documents for the combined company
and the press release announcing the transaction, copies
of which are attached hereto as Exhibits and are
incorporated herein by reference.
ITEM 7(C). EXHIBITS.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of
May 27, 1997, between HFS Incorporated and
CUC International Inc.
99.1 Restated Certificate of Incorporation of
the combined company to be in effect upon
consummation of the Merger.
99.2 Amended and Restated By-Laws of the
combined company to be in effect upon
consummation of the Merger.
99.3 Corporate Governance Plan for the combined
company.
99.4 Joint Press Release, dated May 27, 1997,
issued by HFS Incorporated and CUC
International Inc.
SIGNATURE
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
hereunder duly authorized.
Dated: May 28, 1997
HFS INCORPORATED
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of
May 27, 1997, between HFS Incorporated and
CUC International Inc.
99.1 Restated Certificate of Incorporation of
the combined company to be in effect upon
consummation of the Merger.
99.2 Amended and Restated By-Laws of the
combined company to be in effect upon
consummation of the Merger.
99.3 Corporate Governance Plan for the combined
company.
99.4 Joint Press Release, dated May 27, 1997,
issued by HFS Incorporated and CUC
International Inc.