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):
May 27, 1997
CUC INTERNATIONAL INC.
______________________
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-10308 06-0918165
________ _______ __________
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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.
A. On May 27, 1997, CUC International Inc., a Dela-
ware Corporation (the "Company"), and HFS Incorporated, a Dela-
ware corporation ("HFS"), issued a joint press release announc-
ing that they entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which HFS will be merged (the
"Merger") with and into the Company, with the Company as the
surviving corporation. In the Merger, each share of HFS common
stock issued and outstanding immediately prior to the effective
time of the Merger (other than certain shares which will be
cancelled) will be converted into 2.4031 shares of Company com-
mon stock. Consummation of the Merger is conditioned upon,
among other things, the requisite approval of the holders of
common stock of each of the Company and HFS and customary regu-
latory and governmental approvals. The foregoing description
of the Merger Agreement and Press Release is qualified in its
entirety by reference to the Merger Agreement, a copy of which
is attached hereto as Exhibit 2.1 and is incorporated herein by
reference, and to the Press Release, a copy of which is at-
tached hereto as Exhibit 99.1 and is incorporated herein by
reference.
In connection with the Merger, HFS and the Company
have set forth certain provisions relating to governance of the
Company following the effective time of the Merger in a "Plan
for Corporate Governance" which is attached hereto as Exhibit
99.2 and is incorporated herein by reference. In addition cer-
tain changes will be made to the Certificate of Incorporation
and By-Laws of the Company in connection with the Merger and
Plan for Corporate Governance and forms of the Restated Cer-
tificate of Incorporation and Amended and Restated Bylaws are
attached hereto as Exhibits 99.3 and 99.4, respectively, and
are incorporated herein by reference.
B. Separately on May 27, 1997, the Company entered
into an agreement (the "Davidson Agreement") with Janice and
Robert Davidson, formerly directors of the Company and formerly
officers of Davidson & Associates, Inc., and certain of their
family trusts (collectively, the "Davidsons"). The Davidson
Agreement relates to, among other things, certain employment
related matters involving certain of the Davidsons; the
amendment of certain agreements between the Company and certain
of the Davidsons, including a registration rights agreement and
a non-competition agreement; matters pertaining to the sale by
certain of the Davidsons of Company common stock and the res-
ignation of Robert and Janice Davidson from the Board of Direc-
tors of the Company as of May 27,1997.
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ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Merger between CUC Inter-
national Inc. and HFS Incorporated, dated as of
May 27, 1997
99.1 Press Release issued by the Company and HFS
Incorporated on May 27, 1997
99.2 Plan for Corporate Governance of CUC Interna-
tional Inc. Following the Effective Time
99.3 Form of Restated Certificate of Incorporation
99.4 Form of Amended and Restated By-Laws
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the un-
dersigned hereunto duly authorized.
CUC INTERNATIONAL INC.
By: /s/ E. Kirk Shelton
Name: E. Kirk Shelton
Title: President and Chief
Operating Officer
Dated: May 28, 1997
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EXHIBIT INDEX
Exhibit No. Page No.
2.1 Agreement and Plan of Merger
between CUC International Inc.
and HFS Incorporated, dated as
of May 27, 1997
99.1 Press Release issued by the
Company and HFS Incorporated on
May 27, 1997
99.2 Plan for Corporate Governance of
CUC International Inc. Following
the Effective Time
99.3 Form of Restated Certificate of
Incorporation
99.4 Form of Amended and Restated
By-Laws
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