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FILE PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-14171
6,434,970 SHARES OF COMMON STOCK
$100,000,000 7.25% CONVERTIBLE SUBORDINATED NOTES DUE 2003
RAC FINANCIAL GROUP, INC.
SECOND SUPPLEMENT DATED DECEMBER 30, 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 (the "Prospectus") relating to, among other things, the resale of
$100,000,000 of 7.25% Convertible Subordinated Notes Due 2003 ("Notes"), and
on December 17, 1996, the Company filed a supplement to the table appearing
on page 85 of the Prospectus, listing certain persons and entities as Selling
Holders (the "Selling Holders Table") of the Prospectus.
Since that time, Bear, Stearns Securities Corp, one of the beneficial
owners of the Securities included in the Selling Holders Table, has notified
the Company that its holdings of Notes should be increased by $3,260,000. The
Company has prepared this Second Supplement to amend the Selling Holders
Table of the Prospectus by changing the listing for Bear, Stearns Securities
Corp in the Selling Holders Table to appear in its entirety as follows:
Aggregate Principal Number of
Amount of Shares of
Notes Owned That Common Stock
Name of Selling Holder May be Sold Issuable
---------------------- ----------- --------
Bear, Stearns Securities Corp $20,340,000 1,247,852
