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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) January 31, 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 31, 1997, CUC International Inc. (the "Company")
announced that it has commenced a private offering of $450.0
million principal amount of its convertible subordinated notes
due February 15, 2002, subject to the initial purchasers' over-
allotment option to purchase up to an additional $112.5 million
principal amount of such notes. The offering is being made to
qualified institutional buyers, to certain institutional
accredited investors and to certain non-U.S. persons in offshore
transactions exempt from registration under United States federal
securities laws.
The Company intends to use the net proceeds from the sale of
the notes for general corporate purposes, including to finance
potential business acquisitions and strategic alliances that
complement the Company's businesses and implement its growth
strategy.
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 31, 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 31, 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 31, 1997
CUC INTERNATIONAL INC. TO OFFER $450 MILLION
IN CONVERTIBLE DEBT
Stamford, CT. - January 31, 1997 - CUC International Inc.
(NYSE:CU) announced today that it has commenced a private
offering of its $450.0 million principal amount of convertible
subordinated notes due February 15, 2002, subject to the initial
purchasers' over-allotment option to purchase up to an additional
$112.5 million principal amount of such notes. The offering is
being made to qualified institutional buyers, to certain
institutional accredited investors and to certain non-U.S.
persons in offshore transactions exempt from registration under
United States federal securities laws.
The Company intends to use the net proceeds from the sale of
the notes for general corporate purposes, including to finance
potential business acquisitions that complement the Company's
core membership businesses and enhance its growth strategy.
The securities offered will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States without the appropriate registration or customary
exemptions.
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.
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