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6,434,970 SHARES OF COMMON STOCK
RAC FINANCIAL GROUP, INC.
FIRST SUPPLEMENT DATED DECEMBER 17, 1996
TO PROSPECTUS DATED DECEMBER 6, 1996
TERMS USED IN THIS SUPPLEMENT AND NOT OTHERWISE
DEFINED ARE USED AS DEFINED IN THE PROSPECTUS
On December 13, 1996, RAC Financial Group, Inc. (the "Company") filed a
prospectus relating to, among other things, the resale of $100,000,000 of
7.25% Convertible Subordinated Notes Due 2003 (the "Prospectus").
Based on the information that was available to the Company at the time,
certain persons and entities were listed as Selling Holders on a table
appearing on page 85 of the Prospectus (the "Selling Holders Table"). Since
that time, the Company has learned the names of additional Selling Holders,
and has prepared this Supplement to the Selling Holders Table of the
Prospectus by adding the following Selling Holders:
Aggregate Principal Number of Shares
Amount of Notes Owned of Common Stock
Name of Selling Holder That May be Sold Issuable
- ---------------------- --------------------- ----------------
Boston Provident Partners, L.P. $1,900,000 116,564
Deutscle Morgan Grenfell, Inc. 320,000 19,631
MTS Total Return Fund 1,250,000 76,687
Furthermore, since December 13, 1996, Fidelity Investments, one of the
beneficial owners of Securities included in the Selling Holders Table, has
notified the Company that it initially stated its holdings incorrectly. The
name of the Fidelity Investments Funds in the Selling Holders Table should,
and are hereby changed to, appear as follows:
Aggregate Principal Number of Shares
Amount of Notes Owned of Common Stock
Name of Selling Holder That May be Sold Issuable
- ---------------------- --------------------- ----------------
Fidelity Convertible
Securities Fund (2) $6,540,000 401,226
Fidelity Management Trust
Company on behalf of accounts
managed by it (3) 2,160,000 132,515
Footnotes (2) and (3) to the Selling Holders Table remain unchanged.
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