INTERNATIONAL LEISURE HOSTS LTD /NEW/
8-K, 1997-12-08
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)        November 24, 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.)


          3207 South Hardy Drive
          ----------------------
          Tempe, Arizona                                      85282
          --------------                                   ----------
          (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code:  (602) 829-7600
                                                   -----------------------------

- --------------------------------------------------------------------------------
          (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,  completed the sale of 471,669  shares of Common
Stock of International  Leisure Hosts,  Ltd. to Robert L. Walker on November 24,
1997. These  shareholders had previously  delivered 67,381 of such shares to Mr.
Walker on September 30, 1997.


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: December 5, 1997         By* /s/ Michael P. Perikly
                                    --------------------------------------------
                                    Michael P. Perikly
                                    --------------------------------------------
                                    Treasurer
                                    --------------------------------------------
                                    *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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