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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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MAY 8, 1996 (MAY 8, 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 offices) (Zip Code)
(201) 428-9700
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if applicable)
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ITEM 5. OTHER EVENTS
On May 2, 1996, HFS Incorporated (the "Registrant") entered into an
agreement to acquire by merger (the "Merger") Coldwell Banker Corporation
("Coldwell Banker"), the largest gross revenue producing residential real estate
company in North America and a leading provider of corporate relocation
services. The Registrant has agreed to pay $640 million in cash for all of the
outstanding capital stock of Coldwell Banker and intends to repay approximately
$100 million of indebtedness of Coldwell Banker. While completion of this
transaction is not assured, the Registrant expects that the transaction will be
completed on or about May 31, 1996.
Coldwell Banker provides franchises to real estate brokerage offices and
provides corporate relocation services and real estate brokerage services
throughout the United States, Canada and Puerto Rico. Coldwell Banker is the
third largest real estate brokerage franchisor in the United States having
approximately 2,164 franchised offices and currently owns and operates 318
offices in the United States, Canada and Puerto Rico as of March 31, 1996. The
Registrant estimates that Coldwell Banker is the second largest provider of
corporate employee relocation services in the United States based on the number
of transferred employees assisted.
Certain audited consolidated financial statements of Coldwell Banker and
its subsidiaries as well as certain pro forma financial information with respect
to the Merger are included in the Exhibits hereto.
The Current Report on Form 8-K is being filed by the Registrant for
purposes of incorporating by reference the exhibits listed in Item 7 hereof in
the Registrant's effective Registration Statements currently on file with the
Commission.
ITEM 7. EXHIBITS
Exhibit
No. Description
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23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
99.1 The audited consolidated financial statements of Coldwell Banker
Corporation and subsidiaries as of and for the years ended December
31, 1995 and 1994, the three months ended December 31, 1993 and the
nine months ended September 30, 1993.
99.2 Pro forma financial information of HFS Incorporated.
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/ James E. Buckman
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James E. Buckman
Executive Vice President
and General Counsel
Date: May 7, 1996
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
REPORT DATED MAY 8, 1996 (MAY 8, 1996)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
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23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Deloitte & Touche LLP
99.1 The audited consolidated financial statements of
Coldwell Banker Corporation and subsidiaries as of
and for the years ended December 31, 1995 and 1994,
the three months ended December 31, 1993 and the nine
months ended September 30, 1993.
99.2 Pro forma financial information of HFS Incorporated.