6,434,970 SHARES OF COMMON STOCK
$100,000,000 7.25% CONVERTIBLE SUBORDINATED NOTES DUE 2003
RAC FINANCIAL GROUP, INC.
SIXTH SUPPLEMENT DATED MAY 6, 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, December 30, 1996, January 7, 1997, January 8, 1997 and April
4, 1997, 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:
Aggregate Principal Amount of Number of Shares of
Name of Selling Holder Notes Owned That May be Sold Common Stock Issuable
- ---------------------- ----------------------------- ---------------------
Goldman, Sachs & Co $1,200,000 73,619
CORPDAL:65473.1 28835-00004
