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) September 7, 1996
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 July 24, 1996, pursuant to an Agreement and Plan of Merger
dated as of February 19, 1996, as amended, Stealth Acquisition I
Corp., a wholly-owned subsidiary of CUC International Inc. (the
"Company"), was merged (the "Davidson Merger") with and into
Davidson & Associates, Inc. ("Davidson"). As a result of the
Davidson Merger, Davidson became a wholly-owned subsidiary of the
Company.
Also on July 24, 1996, pursuant to an Agreement and Plan of
Merger dated as of February 19, 1996, as amended, Larry
Acquisition Corp., a wholly-owned subsidiary of the Company, was
merged (the "Sierra Merger") with and into Sierra On-Line, Inc.
("Sierra"). As a result of the Sierra Merger, Sierra became a
wholly-owned subsidiary of the Company.
On August 7, 1996, pursuant to an Agreement and Plan of Merger
dated as of April 19, 1996, IG Acquisition Corp. ("IG"), a wholly-
owned subsidiary of the Company, was merged (the "Ideon Merger")
with and into Ideon Group, Inc. ("Ideon"). As a result of the
Ideon Merger, Ideon became a wholly-owned subsidiary of the
Company.
The following is a summary of certain interim financial results
of the Company, on a consolidated basis, reflecting the combined
operations of the Company, Davidson, Sierra and Ideon.
For the one-month period ended September 7, 1996, the Company had
consolidated revenues and a net loss of approximately $192.5
million and $(58.3 million) ($(.22 per share)), respectively.
The weighted average number of Company common shares outstanding
for this period was approximately 269 million.
These results include a charge of approximately $128 million ($80
million or $.30 per common share after-tax effect) for costs
associated with the Ideon Merger, including integration and
transaction costs as well as costs relating to certain
outstanding litigation matters, as discussed in the Company's
Current Report on Form 8-K filed September 17, 1996.
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: September 19, 1996 By: COSMO CORIGLIANO
Cosmo Corigliano - Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)