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 27, 1997 (NOVEMBER 10, 1996) (Date of Report (date of earliest event reported)) HFS INCORPORATED (Exact name of Registrant as specified in its charter) DELAWARE 22-3059335 (State or other jurisdiction 1-11402 (I.R.S. Employer of incorporation or organization) (Commission File No.) Identification No.) 6 SYLVAN WAY PARSIPPANY, NEW JERSEY 07054 (Address of principal executive office) (Zip Code) (201) 428-9700 (Registrant's telephone number, including area code) This Current Report on Form 8-K/A amends the Current Report on Form 8-K/A of HFS Incorporated (the "Company" or "Registrant") dated November 15, 1996, as amended December 4, 1996. ITEM 7. EXHIBITS EXHIBIT NO. DESCRIPTION - --------------- ----------------------------------------------------------------------------------- 99.3 Pro forma financial information of the Company Section A: Pro forma combining consolidated financial statements of HFS for the Merger as of September 30, 1996 and for the year ended December 31, 1995 and each of the nine months ended September 30, 1995 and 1996 Section B: Pro Forma consolidated financial information of HFS for the Acquisition of RCI and excluding the Merger as of September 30, 1996 and for the year ended December 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996 Section C: Pro Forma consolidated financial information of HFS excluding the Merger and the Acquisition of RCI as of September 30, 1996 and for the year ended December 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996 Section D: Combining historical consolidated financial statements of HFS for the Merger as of September 30, 1996 and for each of the years ended December 31, 1993, 1994 and 1995 and each of the nine month periods ended September 30, 1995 and 1996 1 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 2 HFS INCORPORATED CURRENT REPORT ON FORM 8-K REPORT DATED MARCH 27, 1997 (NOVEMBER 10, 1996) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - --------------- ------------------------------------------------------------------------------------ 99.3 Pro forma financial information of the Company ...................................... Section A: Pro forma combining consolidated financial statements of HFS for the Merger as of September 30, 1996 and for the year ended December 31, 1995 and each of the nine months ended September 30, 1995 and 1996 ............................................ Section B: Pro Forma consolidated financial information of HFS for the Acquisition of RCI and excluding the Merger as of September 30, 1996 and for the year ended December 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996 ............................................................................ Section C: Pro Forma consolidated financial information of HFS excluding the Merger and the Acquisition of RCI as of September 30, 1996 and for the year ended December 31, 1995 and for each of the nine month periods ended September 30, 1995 and 1996 .. Section D: Combining historical consolidated financial statements of HFS for the Merger as of September 30, 1996 and for each of the years ended December 31, 1993, 1994 and 1995 and each of the nine month periods ended September 30, 1995 and 1996 ..