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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November 4, 1997 (November 4, 1997)
(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 offices) (Zip Code)
(973) 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 is being filed by HFS Incorporated ("HFS" or the
"Registrant") for purposes of incorporating by reference the exhibits listed in
Item 7 hereof in Registration Statement No.
333-11031 filed by the Registrant on August 29, 1996.
Item 7. Exhibits
Exhibit
No. Description
15 Letter of Ernst & Young LLP re: unaudited interim financial
information of CUC
International Inc. ("CUC") for the three months ended April 30,
1997.
23.1 Consent of Ernst & Young LLP relating to the audited financial
statements of CUC International Inc.
23.2 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Sierra On-Line, Inc.
23.3 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of Davidson & Associates, Inc.
23.4 Consent of Price Waterhouse LLP relating to the audited financial
statements of Ideon Group, Inc.
99.1 Pro forma financial information:
Section A - Unaudited pro forma combining financial statements
which give effect to the proposed merger of HFS with and into CUC
(the "Merger").
The pro forma combining balance sheet as of June 30, 1997 and
statements of income for the year ended December 31, 1996 and six
months ended June 30, 1997 are presented to reflect the combining
of the historical financial results of CUC with the pro forma
financial results of HFS.
Section B - Unaudited pro forma statement of income of HFS,
excluding the Merger, for the year ended December 31, 1996.
The pro forma statement of income is presented to reflect all of
HFS's transactions prior to the Merger.
Section C - Unaudited historical combining financial statements
which gives effect to the Merger.
The historical combining balance sheet as of June 30, 1997 and
statements of income for the six months ended June 30, 1996 and
1997 and for each of the years in the three year period ended
December 31, 1996 are presented to reflect the combining of the
historical financial results of CUC with the historical financial
results of HFS.
99.2 Quarterly Report on Form 10-Q of CUC International Inc. for the
quarterly period ended July 31, 1997.
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/ Scott E. Forbes
Scott E. Forbes
Senior Vice President-Finance
and Chief Accounting Officer
Date: November 4, 1997
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated November 4, 1997 (November 4, 1997)
EXHIBIT INDEX
Exhibit No. Description
15. Letter of Ernst & Young LLP re: unaudited interim financial
information of CUC International Inc. for the three months
ended April 30, 1997.
23.1 Consent of Ernst & Young LLP relating to the audited financial
statements of CUC International Inc.
23.2 Consent of Deloitte & Touche LLP relating to the audited
financial statements of Sierra On-Line, Inc.
23.3 Consent of KPMG Peat Marwick LLP relating to the audited
financial statements of Davidson & Associates, Inc.
23.4 Consent of Price Waterhouse LLP relating to the audited
financial statements of Ideon Group, Inc.
99.1 Pro forma financial information:
Section A - Unaudited pro forma combining financial statements
which give effect to the proposed merger of HFS with and into
CUC (the "Merger").
The pro forma combining balance sheet as of June 30, 1997 and
statements of income for the year ended December 31, 1996 and
six months ended June 30, 1997 are presented to reflect the
combining of the historical financial results of CUC with the
pro forma financial results of HFS.
Section B - Unaudited pro forma statement of income of HFS,
excluding the Merger, for the year ended December 31, 1996.
The pro forma statement of income is presented to reflect all
of HFS's transactions prior to the Merger.
Section C - Unaudited historical combining financial
statements which gives effect to the Merger.
The historical combining balance sheet as of June 30, 1997 and
statements of income for the six months ended June 30, 1996
and 1997 and for each of the years in the three year period
ended December 31, 1996 are presented to reflect the combining
of the historical financial results of CUC with the historical
financial results of HFS.
99.2 Quarterly Report on Form 10-Q of CUC International Inc. for
the quarterly period ended July 31, 1997.