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 30, 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.
On October 30, 1997, CUC International Inc., a Dela-
ware Corporation (the "Company"), announced that it had entered
into a Stock Purchase Agreement by and between the Company and
Interval Acquisition Corp. ("Acquisition"), a subsidiary of
Willis, Stein & Partners, L.P., dated as of October 29, 1997
(the "Stock Purchase Agreement") pursuant to which Acquisition
will purchase the stock of Interval Holdings, Inc. ("Hold-
ings"), CUC Vacation Exchange, Inc. ("Exchange") and the equity
interests of Holding and Exchange in their direct and indirect
subsidiaries engaged in the timeshare business.
The transactions contemplated by the Stock Purchase
Agreement are being proposed to address Federal Trade Commis-
sion ("FTC") concerns regarding the impact of the merger (the
"Merger") of HFS Incorporated ("HFS") and the Company on the
timeshare exchange business. The closing of the transactions
contemplated by the Stock Purchase Agreement is subject to
customary conditions as well as the Company and HFS having
entered into a consent decree with the FTC in connection with
the Merger. The Company issued a press release announcing that
it had entered the Stock Purchase Agreement, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Company on October
30, 1997
2
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: October 31, 1997
3
EXHIBIT INDEX
Exhibit No. Page No.
99.1 Press Release issued by the Company on Oc-
tober 30, 1997
4