<PAGE>
FILED 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.
THIRD SUPPLEMENT DATED JANUARY 7, 1997
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 and December 30, 1996, the Company filed supplements to
the table appearing on page 85 of the Prospectus, listing certain persons and
entities as Selling Holders (the "Selling Holders Table").
Based on the information that was then available to the Company, certain
persons and entities were listed as Selling Holders on the Selling Holders
Table. Since that time, the Company has learned the name of an additional
Selling Holder, and has prepared this Supplement to the Selling Holders Table
of the Prospectus by adding the following Selling Holder:
<TABLE>
<S> <C> <C>
Aggregate Principal Amount of Number of Shares of
Name of Selling Holder Notes Owned That May be Sold Common Stock Issuable
- ---------------------- ----------------------------- ---------------------
Professional Edge Fund, LP 500,000 30,674
</TABLE>
