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) January 21, 1997 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 On January 21, 1997, CUC International Inc. (the "Company") announced changes in the senior management team of its software division, CUC Software. Robert Davidson, chief executive officer of CUC Software, and Janice Davidson, president of Davidson & Associates, Inc., a subsidiary of the Company, are stepping down from their day-to-day responsibilities, while Christopher McLeod, a member of the office of the president and an executive vice president of the Company, will become chief executive officer of CUC Software. Mr. Davidson will remain a vice chairman and a member of the board of directors of the Company, and Mrs. Davidson will continue to advise the Company, assist in the management transition and serve on the board of directors of the Company. The information set forth in the press release attached hereto as Exhibit 99 is incorporated herein by reference in its entirety.
ITEM 7. EXHIBITS c. Exhibits 99. Press Release issued by CUC International Inc. on January 21, 1997.
SIGNATURES 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: January 22, 1997 By: COSMO CORIGLIANO Cosmo Corigliano - Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
EXHIBIT INDEX Exhibit No. Page No. 99 Press Release issued by 5 CUC International Inc. on January 21, 1997
CUC INTERNATIONAL INC. ANNOUNCES SENIOR MANAGEMENT CHANGES IN SOFTWARE DIVISION Stamford, CT - January 21, 1997 - CUC International Inc. (NYSE: CU) announced today changes in the senior management team of its software division. Robert Davidson, chief executive officer of CUC Software, and Janice Davidson, president of Davidson & Associates, are stepping down from their day-to-day responsibilities to pursue other interests. Mr. Davidson will remain a vice chairman and a member of the board of directors of CUC International Inc. Mrs. Davidson will continue to work with CUC in an advisory capacity for educational software development and will assist in the management transition. Mrs. Davidson also remains on CUC's board of directors. Christopher McLeod, a member of the office of the president and executive vice president of CUC International Inc., will become chief executive officer of CUC Software. In this new role, Mr. McLeod will be responsible for the overall management of the software division, which includes Davidson, Blizzard Entertainment, and Sierra On-Line. In addition to running CUC's software division, Mr. McLeod will oversee the day-to-day operations of Davidson & Associates. During his 13 years at CUC,
Mr. McLeod has successfully held many senior management positions, including president of CUC's Comp-U-Card division from 1988 to 1995. Most recently, he has been in charge of CUC's international division, which has experienced rapid growth during his tenure. Working closely with Mr. McLeod will be the senior management team of CUC Software, including Michael Brochu, executive vice president of CUC Software and president of Sierra On-Line; Allen Adham, president of Blizzard Entertainment; Todd Coyle, senior vice president of consumer products for CUC Software; and Jacques Allewaert, chief financial officer of CUC Software. The company also announced that Kenneth Williams, a vice chairman of CUC International, a member of the office of the president and co-founder of Sierra On-Line, will expand his responsibilities and will now be actively involved in the development of CUC's interactive business. Mr. Williams will also continue to provide strategic direction for Sierra On-Line. Walter A. Forbes, chairman and chief executive officer of CUC International, stated, "Bob and Jan Davidson have done an outstanding job building the Davidson educational and entertainment software franchise. While their perspective will be missed on a daily basis, the talented team we have in place is more than able to take advantage of our many opportunities in the software and interactive marketplace. We wish the Davidsons success in their pursuit of other interests." Mr. Forbes continued, "Our software division continues to perform well, with strong gains in market share since we completed the acquisitions of Davidson and Sierra On-Line last July. According to the most recently available PC Data statistics, we have the number one market position in both educational and entertainment software. Our leadership position reflects the strength and depth of our management team and our talented software developers." The company also stated that Mr. McLeod's divisional responsibilities have been reassigned. Robert Sarkie, president of CUC's Entertainment Publications, Inc. subsidiary will broaden his responsibilities to include Welcome Wagon International, Inc. and Getko Group, Inc. (Getting To Know You). Anthony Menchaca, president of the Comp-U-Card division, will assume responsibility for North American Outdoor Group, Inc. CUC International Inc. is a leading technology-driven, membership-based consumer services company that provides more than 63.8 million consumers worldwide with access to home shopping, travel, insurance, automobile, dining, home improvement, lifestyle clubs, checking account enhancement, and discount coupon programs. The company also provides educational and entertainment interactive media products. # # #