SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------ March 26, 1997 (April 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) 339 Jefferson Road Parsippany, New Jersey 07054 (Address of principal executive (Zip Code) office) (201) 428-9700 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if applicable) Item 5. Other Events This Current Report on Form 8-K/A amends the Current Report on Form 8-K of HFS Incorporated (the "Company") dated April 5, 1996 for purposes of revising the pro forma financial information previously filed as Exhibit 99.6. Item 7. Exhibits Exhibit No. Description 99.6 Pro Forma financial statements of the Company including the following: Section A - The pro forma consolidated balance sheet of the Company as of December 31, 1995, which reflects the acquisitions of the six United States non-owned Century 21 regions ("Century 21 NORS"), the Travelodge and Electronic Realty Associates ("ERA") franchise systems, (collectively, the "1996 Acquisitions") and the proceeds from the February 22, 1996 issuance of $240 million of 4 3/4% convertible senior notes (the "4 3/4% Notes") due 2003, to the extent such proceeds were used to finance the 1996 acquisitions; and the related pro forma consolidated statement of operations for the year ended December 31, 1995. Section B -The pro forma consolidated statement of operations of the Company for the year ended December 31, 1995, excluding the effect of the 1996 Acquisitions. 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/ Michael P. Monaco Michael P. Monaco Vice Chairman and Chief Financial Officer Date: March 26, 1997 HFS INCORPORATED CURRENT REPORT ON FORM 8-K/A Report Dated March 26, 1997 (April 2, 1996) EXHIBIT INDEX Exhibit No. Description Page No. 99.6 Pro Forma financial statements of the Company including the following: Section A - The pro forma consolidated balance sheet of the Company as of December 31, 1995, which reflects the acquisitions of the six United States non-owned Century 21 regions ("Century 21 NORS"), the Travelodge and Electronic Realty Associates ("ERA") franchise systems, (collectively, the "1996 Acquisitions") and the proceeds from the February 22, 1996 issurance of $240 million of 4 3/4% convertible senior notes (the "4 3/4% Notes") due 2,003, to the extent such proceeds were used to finance the 1996 acquisitions; and the related pro forma consolidated statement of operations for the year ended December 31, 1995. Section B -The pro forma consolidated statement of operations of the Company for the year ended December 31, 1995, excluding the effects of the 1996 Acquisitions.