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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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JACKSON HEWITT INC.
(Name of Subject Company)
HJ ACQUISITION CORP.
HFS INCORPORATED
(Bidders)
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COMMON STOCK, $.02 PAR VALUE
(Title of Class of Securities)
468201-10-8
(CUSIP Number of Class of Securities)
JAMES E. BUCKMAN, ESQ.
HFS INCORPORATED
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 428-9700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
COPY TO:
ERIC J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 735-3000
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This Amendment No. 1 amends the combined Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D initially filed on November 25,
1997 (as amended, the "Statement") by HFS Incorporated, a Delaware
corporation (the "Parent"), and its wholly owned subsidiary HJ Acquisition
Corp., a Virginia corporation (the "Purchaser"), relating to the Purchaser's
tender offer for all of the outstanding shares of common stock, par value
$.02 per share, of Jackson Hewitt Inc., a Virginia corporation. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given such terms in the Statement.
Item 10. Additional Information
Paragraph (i) of Section 14 of the Offer to Purchase is hereby deleted
and the following is inserted in lieu thereof:
(i) all of the Warrants shall not have been exercised in full and the
Shares issuable upon the exercise thereof shall not have been issued; or
Paragraph (j) of Section 14 of the Offer to Purchase is hereby deleted
and the following is inserted in lieu thereof:
(j) the Company shall not have received written resignations, conditioned
upon and to be effective only upon the purchase of and payment for by Parent
or any of its subsidiaries of Shares which represent more than two thirds of
the outstanding Shares (on a fully diluted basis), of that number of
directors of the Company as Parent is entitled to designate pursuant to the
Merger Agreement, such that Parent may exercise such rights;
which in the reasonable judgment of Parent or the Purchaser, in any such
case, and regardless of the circumstances (including any action or inaction
by Parent or the Purchaser) giving rise to such condition makes it
inadvisable to proceed with the Offer and/or with such acceptance for payment
of or payment for Shares.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 26, 1997
HJ ACQUISITION CORP.
BY: /S/ JAMES E. BUCKMAN
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Name: James E. Buckman
Title: Senior Executive Vice President &
General Counsel
HFS INCORPORATED
BY: /S/ JAMES E. BUCKMAN
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Name: James E. Buckman
Title: Senior Executive Vice President &
General Counsel
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