INTERNATIONAL LEISURE HOSTS LTD /NEW/
8-K, 1997-10-23
HOTELS & MOTELS
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                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 14(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)       September 30, 1997
                                                --------------------------------


                        INTERNATIONAL LEISURE HOSTS, LTD.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Wyoming                        0-3858                   86-0224163
- ----------------------------         -----------             -------------
(State or other jurisdiction         (Commission             (IRS Employer
    of incorporation)                File Number)            Identification No.)



          1702 E. Highland Avenue, Suite 312
          ----------------------------------
          Phoenix, Arizona                                               85016
          ---------------------------------------                     ----------
         (Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code:         (602) 266-0001
                                                   -----------------------------

   N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>
Item 1.           Changes in Control of Registrant


         The Company has been  informed  that certain  shareholders,  Anthony J.
Nicoli  Trust dated  August 25,  1992,  the 1978 Nicoli  Children's  Trust dated
November 3, 1978, the A.J. Nicoli Charitable Trust dated September 11, 1968, the
Elizabeth  A. Nicoli 1974  Children's  Trust for the benefit of Joseph P. Nicoli
dated December 12, 1974, the Elizabeth A. Nicoli 1974  Children's  Trust for the
benefit of Susan Walker dated  December 12, 1974,  the  Elizabeth A. Nicoli 1974
Children's  Trust for the benefit of Toni Jo Nicoli dated December 12, 1974, the
Jennifer J. Fisher Stock Trust dated  December 27, 1976,  the Jennifer J. Walker
Irrevocable  Trust dated December 31, 1992, and the Shawn D. Walker  Irrevocable
Trust dated  December 31, 1992,  entered into a Stock  Purchase  Agreement  with
Robert L. Walker on September 30, 1997. These  shareholders  have agreed to sell
an  aggregate  of 471,669  (68%)  common  shares for a total  purchase  price of
approximately $3,500,000. Common shares totaling 67,381 (10%) were purchased for
approximately  $500,000 at the signing of the  agreement  and the balance of the
purchase is subject to National  Park  Service  approval  and other  contractual
conditions  relating  to  the  National  Park  Service.   The  closing  of  this
transaction is anticipated in March 1998.

         The  Company  elected  Robert L.  Walker as  President  and  Michael P.
Perikly as Treasurer and Chief Financial Officer as of September 30, 1997. These
appointments were in conjunction with the Stock Purchase Agreement.

Item 7. Financial Statements and Exhibits.

         (1) Exhibits.  See the Exhibit Index,  which is incorporated  herein by
reference, immediately following the Signature page to this Report.

         (2)      Financial Statements.  None.
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        INTERNATIONAL LEISURE HOSTS, LTD.
                                        (Registrant)



Dated: October 21, 1997                 By* /s/ F. Ray Evarts
                                            ------------------------------------

                                           F. Ray Evarts
                                           -------------------------------------
                                           Secretary
                                           -------------------------------------
                                                        *Print name and title of
                                                             the signing officer
                                                             under his/her
                                                             signature.
<PAGE>
                                  EXHIBIT INDEX


   Exhibit No.                           Description of Exhibit
- ------------------    ----------------------------------------------------------
        *              Stock Purchase Agreement dated September 23, 1997


* Incorporated by reference to Exhibit to Schedule 13D filed by Robert L. Walker
on October 9, 1997, as amended, with respect to the Securities of the Issuer.


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