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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 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
CUC International Inc. (the "Company") today announced that it
has filed a Registration Statement on Form S-3 (Registration
Number 333-13537) in connection with a proposed secondary
offering by certain stockholders of approximately 11 million
shares of the Company's common stock, par value $.01 per share
("Common Stock"). The selling stockholders are Robert Davidson,
Janice Davidson, and certain charitable and family trusts
established by them. Robert and Janice Davidson are the founders
of Davidson & Associates, Inc. which the Company acquired by
merger in July, 1996.
The information set forth in the press release attached hereto as
Exhibit 99.1 is incorporated herein by reference.
ITEM 7. EXHIBITS
Exhibit No. Description
99.1 Press Release of CUC International Inc., dated
October 7, 1996, announcing the filing of the
Registration Statement.
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: October 7, 1996 By: COSMO CORIGLIANO
Cosmo Corigliano - Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Press Release of CUC International 5
Inc., dated October 7, 1996,
announcing the filing of the
Registration Statement.
Laura P. Hamilton
Vice President, Investor Relations
(203) 965-5141
CUC INTERNATIONAL INC. FILES
REGISTRATION STATEMENT FOR SECONDARY OFFERING
Stamford, CT - October 7, 1996 - CUC International Inc.
(NYSE:CU) today filed a Registration Statement on Form S-3 with
the Securities and Exchange Commission in connection with a
proposed secondary offering by certain stockholders of
approximately 11,000,000 shares of CUC common stock. The selling
shareholders are Robert Davidson, Janice Davidson, and certain
charitable and family trusts established by them. Robert and
Janice Davidson are the founders of Davidson & Associates, Inc.,
which CUC International acquired by merger in July of this year.
It is expected that the offering will be effected
concurrently in the United States and internationally. It is
anticipated that certain of the selling stockholders will grant
the underwriters an option to purchase up to 1,650,000 additional
shares of common stock owned by them, solely to cover over-
allotments. As adjusted for CUC's previously announced three-for-
two stock split (payable on approximately October 21, 1996 to
stockholders of record on October 7, 1996), the aggregate number
of shares proposed to be offered is 16,500,000, which does not
include 2,475,000 shares subject to the underwriters over-
allotment option. The co-lead managers for the proposed offering
are Goldman, Sachs & Co. and Morgan Stanley & Company. The co-
managers for the proposed offering are Bear Stearns & Co. Inc.;
Donaldson, Lufkin & Jenrette Securities Corporation; and Smith
Barney Inc.
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October 7, 1996
Page 2
A registration statement relating to these securities has
been filed with the Securities and Exchange Commission, but has
not yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be lawful prior
to registration or qualification under the securities laws of any
such State.
A copy of the Registration Statement can be obtained upon
request from CUC International Inc., 707 Summer Street, Stamford,
Connecticut 06901, Attention: Investor Relations Department.
CUC International is a leading technology-driven, membership-
based consumer services company that provides more than 62.5
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.
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