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)<PAGE>
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<PAGE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Page No.
99.1 Press Release issued by the Company on Oc-
tober 30, 1997
4
Exhibit 99.1
[CUC INTERNATIONAL INC. NEWSHEAD]
FOR IMMEDIATE RELEASE
CUC INTERNATIONAL INC. ANNOUNCES AGREEMENT TO DIVEST
TIMESHARE EXCHANGE SUBSIDIARY INTERVAL INTERNATIONAL, INC.
Stamford, CT -- October 30, 1997 -- CUC International
Inc. (NYSE: CU) announced today that it has entered into an
agreement with a portfolio company of Willis Stein & Partners,
L.P. ("Willis Stein"), a Chicago based investment partnership.
Pursuant to this agreement, Willis Stein and a management group
led by Craig M. Nash, president and CEO of CUC's Interval
International subsidiary, upon the merger of HFS Incorporated
and CUC, will purchase the timeshare exchange business con-
ducted by Interval and certain of Interval's affiliates for
approximately $200 million subject to certain adjustments. The
agreement contemplates that CUC will continue to provide exist-
ing services to Interval's developers and members.
The sale of Interval to Willis Stein is being pro-
posed to address Federal Trade Commission concerns regarding
the impact of the merger of HFS Incorporated and CUC on the
timeshare exchange business. The consummation of the sale is
subject to customary conditions as well as CUC and HFS having
entered into a consent decree with the Federal Trade Commission
in connection with the merger of HFS Incorporated and CUC.
Interval is a membership organization servicing more
than 800,000 timeshare owners worldwide. Interval has focused
its efforts on affiliating high quality resorts in the vacation
ownership industry and its network features over 1,500 resorts
including Marriott, Hyatt, Disney and Four Seasons as well as
leading independent developers around the world. Since 1976,
Interval International has led the timeshare exchange business
in quality, innovation, and technological advancements. Inter-
val maintains its world headquarters in Miami, Florida, and has
30 other offices around the world.
Willis Stein & Partners is a leading private equity
investment firm specializing in negotiated investments in prof-
itable, well-managed and growing companies. The firm supports
excellent management teams in acquiring and building companies
in the media, financial service, telecommunications, health
care and manufacturing industries. Its primary objective is to
create value within a diversified portfolio of companies
resulting in attractive returns.
In May 1997, CUC announced a definitive agreement to
merge with HFS Incorporated, a leading global travel and real<PAGE>
estate services provider. Shareholders of CUC and HFS Incorpo-
rated approved the merger October 1, 1997.
# # #
CUC INTERNATIONAL INC.
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Laura P. Hamilton
Senior Vice President, Investor Relations
(203) 965-5114
