SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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October 15, 1996 (October 2, 1996)
(Date of Report (date of earliest event reported))
HFS Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 1-11402 22-3059335
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of principal executive (Zip Code)
office)
(201) 428-9700
(Registrant's telephone number, including area code)
339 Jefferson Road
Parsippany, NJ 07054
(Former name, former address and former fiscal year, if applicable)
Item 5. Other Events
On October 6, 1996, HFS Incorporated, a Delaware corporation (the
"Company"), executed a definitive agreement to acquire Resort Condominiums
International, Inc., an Indiana corporation, and its affiliates ("RCI"), for
approximately $625 million, comprised of $550 million in cash and $75 million of
Company common stock, plus future contingent payments of up to $200 million over
the next five years (the "RCI Acquisition").
Upon consummation of the transaction, Christel DeHaan, Chairman and CEO of
RCI, will be elected to the Company's Board of Directors. Consummation of the
transaction is subject to the satisfaction of various conditions, including
regulatory approvals. It is currently anticipated that the transaction will be
closed prior to year-end, although there can be no assurance that the
transaction will be consummated in that time frame or at all.
RCI, based in Indianapolis, Indiana, is the world's largest provider of
timeshare exchange programs, providing services for approximately two million
timeshare owners and approximately 3,000 resorts around the world. RCI also is
engaged in publishing related to the timeshare industry and provides other
travel-related services, integrated software systems and resort management and
consulting services. Revenue of RCI was $158.6 million and $278.1 million for
the six months ended June 30, 1996 and the year ended December 31, 1995,
respectively.
Pro forma information for the Company, including the acquisition of RCI and
other acquisitions and transactions of the Company, as described therein, is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On October 2, 1996, the Company closed $1 billion in syndicated credit
facilities consisting of (i)a $500 million, five year revolving credit facility
(the "Five Year Credit Facility") and (ii) a $500 million, 364 day revolving
credit facility (the "364 Day Revolving Credit Facility" and, collectively with
the Five Year Credit Facility, the "Revolving Credit Facilities"). The Company
is annually entitled to request a 364 day extension of the 364 Day Revolving
Credit Facility. The Revolving Credit Facilities, at the option of the Company,
bear interest based on competitive bids of lenders participating in the
facilities, at the prime rate or LIBOR plus a margin, each as defined.
Chase Securities Inc. served as arranger and advisor in connection with the
Revolving Credit Facilities and The Chase Manhattan Bank will serve as
Administrative Agent. The Revolving Credit Facilities replaced an existing
credit facility and increased maximum borrowings from $300 million under the
prior credit facility to $1 billion under the new facilities.
The information set forth above is qualified in its entirety by reference
to (i) the 364-Day Competitive Advance and Revolving Credit Agreement dated as
of October 2, 1996 among HFS Incorporated and the Lenders Referred to Therein
and The Chase Manhattan Bank as Administrative Agent, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference, and
(ii) the Five Year Competitive Advance and Revolving Credit Agreement dated as
of October 2, 1996 among HFS Incorporated and the Lenders Referred to Therein
and The Chase Manhattan Bank as Administrative Agent, a copy of which is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
(c) Exhibits
Exhibits
No. Description
10.1 364-Day Competitive Advance and Revolving Credit Agreement dated as of
October 2, 1996 among HFS Incorporated and The Lenders Referred to
Therein and The Chase Manhattan Bank as Administrative Agent.
10.2 Five Year Competitive Advance and Revolving Credit Agreement dated as
of October 2, 1996 among HFS Incorporated and The Lenders Referred to
Therein and The Chase Manhattan Bank as Administrative Agent.
99.1 Pro Forma Financial Information
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.
HFS INCORPORATED
By: /s/ Stephen P. Holmes
Stephen P. Holmes
Executive Vice President
and Chief Financial Officer
Date: October 15, 1996
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated October 15, 1996 (October 2, 1996)
EXHIBIT INDEX
Exhibit Description
No.
10.1 364-Day Competitive Advance and Revolving Credit Agreement dated as
of October 2, 1996 among HFS Incorporated and The Lenders Referred
to Therein and The Chase Manhattan Bank as Administrative Agent.
10.2 Five Year Competitive Advance and Revolving Credit Agreement dated
as of October 2, 1996 among HFS Incorporated and The Lenders
Referred to Therein and The Chase Manhattan Bank as Administrative
Agent.
99.1 Pro Forma Financial Information