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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 17, 1995
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 INFORMATION
On October 17, 1995, CUC International Inc. (the "Company")
and its wholly-owned subsidiary, Retreat Acquisition
Corporation ("Merger Sub"), entered into an Agreement and Plan
of Merger with Advance Ross Corporation ("Advance Ross")
pursuant to which the Company, Merger Sub and Advance Ross plan to
consummate a merger (the "Merger") in which Merger Sub shall be
merged with and into Advance Ross. In the Merger, each share
of common stock, par value $.01 per share, of Advance Ross
issued and outstanding immediately prior to the effective time
of the Merger would by virtue of the Merger be converted into
five-sixths of a share of common stock, par value $.01 per
share, of the Company, subject to certain adjustments. The
consummation of the Merger is subject to customary closing
conditions, including the expiration of any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the approval of the holders of Advance Ross common stock.
The information set forth in the press release attached hereto
as Exhibit 5.1 is incorporated herein by reference in its entirety.
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: October 18, 1995 By: COSMO CORIGLIANO
Cosmo Corigliano - Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
CUC INTERNATIONAL INC. AND SUBSIDIARIES
EXHIBIT 5.1 - PRESS RELEASE RE: AGREEMENT TO ACQUIRE ADVANCE ROSS
CORPORATION
CUC INTERNATIONAL SIGNS AGREEMENT TO
ACQUIRE ADVANCE ROSS CORPORATION
Stamford, CT, October 18, 1995 -- CUC International Inc. (NYSE:
CU) announced today that it has signed an agreement to acquire
all of the outstanding common stock of Advance Ross Corporation
(NASDAQ:AROS), a processor of value-added tax refunds to
travelers in over 20 European countries. CUC International plans
to effect the acquisition through a tax-free merger of a wholly-
owned acquisition subsidiary into Advance Ross. Pursuant to the
merger, CUC plans to issue five-sixths of a share of its common
stock for each share of Advance Ross common stock held on the
effective date of the merger, subject to certain adjustments. As
of October 16, 1995, Advance Ross had approximately 7.1 million
shares of common stock outstanding. CUC International intends to
account for the acquisition as a "pooling-of-interests."
The acquisition is subject to customary closing conditions,
including the expiration of any applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
approval of the holders of Advance Ross common stock. It is
anticipated that the acquisition will be completed in January,
1996.
Walter A. Forbes, Chairman and Chief Executive Officer of CUC
International, commented, "This acquisition marks an important
strategic move for CUC International as it significantly
strengthens our worldwide presence, while also providing an
extensive, new distribution channel for our services. Advance
Ross will work closely with our International division, which is
headquartered in London."
More specifically:
- With access to over 90,000 retailers, including many high-
end department stores and boutiques, the acquisition will
provide CUC International with a broad international
distribution channel for its Entertainment Publications and
other services.
- Advance Ross has operations in over 20 European countries.
There are significant opportunities to expand into
additional countries, primarily in Eastern Europe.
- Advance Ross has a presence in most major European airports,
providing an additional distribution channel for CUC
International's services. Currently, CUC International is
marketing its Travel service, on a test basis, with Advance
Ross at Heathrow Airport.
Harve Ferrill, Chief Executive Officer of Advance Ross, stated,
"We are pleased to become an integral part of CUC International's
global growth strategy. CUC's direct-marketing expertise and
entrepreneurial spirit, when coupled with our international
strength, promises to be a powerful combination."
Harve Ferrill continued, "Not only can CUC gain tremendous
leverage from our international presence, but we can also gain
from CUC's marketing skills. The value-added tax refund is a
boon to travelers; yet, many tourists are unaware of it. CUC's
proven marketing expertise should prove quite valuable in our
objective to increase travelers' awareness and usage of the
refund."
The merger agreement calls for five-sixths of a share of CUC
common stock to be issued for each share of Advance Ross common
stock, assuming that CUC common stock trades at an average price
of between $30.00 and $38.00 per share over a specified ten day
period prior to a special shareholder meeting. If CUC's average
price over that period is above $38.00, the number of CUC shares
to be exchanged for each share of Advance Ross common stock would
be decreased to produce a maximum $31.67 value for the CUC stock
exchanged for each Advance Ross share. If CUC's average price
over that period is below $30.00, the number of CUC shares to be
exchanged would be increased to produce a minimum of $25.00 value
for the CUC stock exchanged for each Advance Ross share.
Advance Ross Corporation's primary business is Europe Tax-free
Shopping (ETS), the world's leading value-added tax (VAT) refund
service. For the year ended December 31, 1994, Advance Ross
reported revenues of $66.5 million. Net income was $8.3 million,
or $.97 per fully diluted share on 8.6 million weighted average
common shares outstanding, which reflects the two-for-one split
distributed on September 8, 1995.
CUC International Inc. is a leading membership-services company,
currently providing more than 38 million consumers with access to
a variety of services including home shopping, travel, insurance,
auto, dining, home improvement, lifestyle clubs, checking account
enhancements and discount coupon programs.