SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
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Commission File No. 1-11402
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HFS Incorporated
Employee Savings Plan
(Full title of the Plan)
HFS Incorporated
(Name of issuer of the securities held pursuant to the Plan)
339 Jefferson Road
Parsippany, New Jersey 07054
(Address of principal executive office)
<PAGE>
HFS Incorporated
Employee Savings Plan
Financial Statements for the Years Ended
December 31, 1995 and 1994
INDEX
Description Page
Independent Auditors' Report
Statements of Net Assets Available for Benefits
As of December 31, 1995 and 1994
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1995 and 1994
Notes to Financial Statements
Item 27a -Schedule of Assets Held for Investment Purposes
as of December 31, 1995
Item 27d - Schedule of Reportable Transactions
Schedules required under the Employee Retirement Income Security Act of 1974
(ERISA), other than the schedules listed above, are omitted because of the
absence of the conditions under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
HFS Incorporated
Employee Savings Plan
Parsippany, NJ 07054
We have audited the accompanying statements of net assets available for
benefits of HFS Incorporated Employee Savings Plan (the "Plan") as of December
31, 1995 and 1994, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1995
and 1994, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1995 and (2) transactions in
excess of five percent of the current value of plan assets for the year ended
December 31, 1995 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1995 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ Deloitte & Touche, LLP
Parsippany, NJ
June 28, 1996
<PAGE>
HFS Incorporated
Employee Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
1995 1994
----------- ---------
ASSETS
Investments $23,225,164 $5,978,857
Interest and dividends receivable 56,007 23,189
Contributions receivable from:
Participants 179,477 130,670
Employer 170,364 29,906
--------- ---------
Total assets 23,631,012 6,162,622
Liabilities 16,111 32,721
--------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $23,614,901 $6,129,901
=========== ==========
-See notes to financial statements-
<PAGE>
HFS Incorporated
Employee Savings Plan
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
---------- ----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Participants $2,394,265 $1,537,454
Employer 576,726 336,228
Rollovers 12,998,034 137,140
---------- ----------
Total contributions 15,969,025 2,010,822
---------- ----------
Investment income:
Realized and unrealized gains (losses) 1,359,261 (185,535)
Interest and dividends 870,091 304,895
Total investment income 2,229,352 119,360
---------- ----------
Total additions 18,198,377 2,130,182
---------- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 695,083 700,713
Trustee fees 18,294 11,271
---------- ----------
Total deductions 713,377 711,984
---------- ---------
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 17,485,000 1,418,198
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 6,129,901 4,711,703
---------- ---------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $23,614,901 $6,129,901
========== ==========
-See notes to financial statements-
<PAGE>
HFS Incorporated
Employee Savings Plan
NOTES TO FINANCIAL STATEMENTS
For the Years Ended December 31, 1995 and 1994
1. DESCRIPTION OF PLAN
The following description of the HFS Incorporated Employee Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
The Plan, established July 2, 1990 and amended and restated as of January 1,
1996, (See Note 5) is a defined contribution plan established for all
eligible employees of HFS Incorporated (the "Company") that provides Internal
Revenue Code Section 401(k) employee salary deferral benefits and additional
employer contributions for the Company's employees. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Prior to July 1, 1994, the Company made contributions to the Plan equal to
twenty-five percent of the pre-tax contributions made by the employee with
respect to the first six percent of the employee's compensation. The Company
amended the Plan effective July 1, 1994 and revised Company contributions
based upon eligible employees' years of service as follows:
Years of Service as of the Employer Matching
Last Day of the Plan Year Percentage of Investment
All eligible employees with
less than 6 years of service 25%
At least 6 but less than 11
years of service 35%
11 or more years of service 50%
The following is a summary of certain Plan provisions:
a. Eligibility - Each regular employee of the Company (as defined in the
Plan) is eligible to participate in the Plan on the entry date following
both attainment of age 21 and completion of six months service.
b. Contributions - An employee may elect to make pre-tax contributions up to
eighteen percent of annual compensation to a maximum of $9,240 for both
1995 and 1994.
c. Rollovers - All employees, upon commencement of employment, are provided
the option of making a rollover contribution to the Plan in accordance
with Internal Revenue Service regulations. On August, 1, 1995, a majority
owned company subsidiary, C21 Holding Corp., acquired Century 21 Real
Estate Corporation ("Century 21"). In December, 1995, the then existing
Century 21 plan was combined into the Plan. As a result, $12.9 million was
transferred to the Plan and is included in Contributions -
<PAGE>
Rollovers in the Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1995.
d. Vesting - Employee contributions are 100% vested at all times. Employer
contributions for the years ended December 31, 1995 and 1994 were vested
in accordance with the following schedule:
Years of Qualifying
Service Percentage
Less than 1 0%
1 but less than 2 33%
2 but less than 3 66%
3 or more 100%
Effective as of January 1, 1996, all Employer contributions are 100%
vested.
e. Termination - Although it has not expressed any intention to do so, the
Company reserves the right to modify, suspend, amend or terminate the Plan
in whole or in part at any time subject to the provisions of ERISA. If the
Plan is terminated, the amounts credited to the employer contribution
accounts of all participants shall become fully vested.
f. Loan Provision - Employees may borrow up to fifty percent of their vested
balance, provided the vested balance is at least one thousand dollars.
Interest is charged at a commercial rate and is secured by the vested
balance. Loan repayments must be made through payroll deductions over a
term not to exceed five years unless the proceeds of the loan are used to
purchase the principal residence of the employee.
g. Forfeitures - If an employee is terminated, all non-vested Company
contributions are used to reduce future company contributions. Forfeiture
amounts for the years ended December 31, 1995 and 1994 were $24,479 and
$12,567, respectively.
h. Benefits Payable - The amounts payable to participants who have terminated
participation in the Plan approximated $1.9 million and $.3 million at
December 31, 1995 and 1994, respectively. The payable amount at December
31, 1995 includes distribtions to be made in connection with the Century
21 acquisition.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements are prepared on
an accrual basis of accounting. All administrative costs of the Plan are paid
by the Company except for trustee fees which are paid by the Plan.
Valuation of Investments - The Plan's group annuity contract is valued at
contract value. Contract value represents contributions made under the
contract, plus interest, less funds used to pay benefits to participants. The
value of the remaining investments are based upon quoted market values as
determined by the Plan's trustee.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make
estimates and assumptions that affect reported amounts and related
disclosures. Actual results could differ from those estimates.
<PAGE>
Share Information - On November 17, 1995, the Company's Board of Directors
authorized a two-for-one stock split effected in the form of a 100% stock
dividend which was effected as of February 14, 1996. All share and stock
price information related to the Company's common stock presented herein has
been retroactively adjusted to reflect the stock split.
Reclassifications - Certain reclassifications have been made to the 1994 Plan
financial statements to conform to the 1995 presentation.
3. INVESTMENTS
Investments' market or contract values, including cash and cash equivalents
within the funds, for the years ended December 31, 1995 and 1994 are as
follows:
December 31,
1995 1994
Market or Market or
Contract Contract
Value Value
Guaranteed Income Fund
- UNUM $ - $ 690,065
- CIGNA 1,362,408 561,957
- Hartford 7,683,495 915,001
AIM Charter Fund 2,356,472 773,505
AIM Weingarten Fund 1,850,727 714,905
AIM Constellation Fund 3,900,928 1,301,003
SteinRoe Intermediate Bond Fund 1,047,079 171,958
Templeton Foreign Fund 1,190,467 280,981
Company Common Stock Fund 2,858,628 302,524
Employee Loans Receivable 974,960 212,566
Accrued amounts unallocated - 54,392
--------- ---------
$23,225,164 $5,978,857
a. The Guaranteed Income Fund - Contributions to this fund are invested under
contracts with major insurance companies providing a high level of
security for principal and a fixed rate of return.
b. AIM Charter Fund - This balanced mutual fund seeks growth of capital and
current income by investing primarily in dividend-paying common stocks. A
significant portion of assets may also be held in cash or other
income-producing securities, including U.S. Government securities or debt
securities.
c. AIM Weingarten Fund - This growth mutual fund seeks capital growth by
investing primarily in common stocks of leading U.S. companies that are
enjoying strong earnings momentum or a dramatic upsurge in earnings.
d. AIM Constellation Fund - This mutual fund seeks capital appreciation by
investing primarily in common stocks with emphasis on medium-sized and
smaller emerging growth companies.
e. SteinRoe Intermediate Bond Fund - This mutual fund seeks growth through
investments in high-quality investment grade corporate debt securities.
<PAGE>
f. Templeton Foreign Fund - This mutual fund seeks long-term capital growth
through investing in stocks and debt obligations of companies and
governments outside the United States.
g. Company Common Stock Fund - Participants may elect to invest up to 50% of
their account balance in the Company's common stock which is an equity
security publicly traded on the New York Stock Exchange under the symbol
"HFS".
In November 1994, the Company distributed to its shareholders (the
"Distribution") all of the common stock of its then wholly-owned
subsidiary, National Lodging Corp. ("NLC"). In accordance with the Trust
Agreement, on December 8, 1994, the Trustee sold 773 shares of NLC common
stock (representing the shares distributed to the Trustee as holder of
record of 15,460 shares of Company common stock as of the record date of
the Distribution) on the open market, at a per share price of $13.75 and
reinvested the proceeds of such sale in Company common stock on December
16, 1994 at the then market price of $10.6875.
4. INTERNAL REVENUE SERVICE STATUS
The Plan obtained its latest determination letter dated May 21, 1996, in
which the Internal Revenue Service stated that the Plan was in compliance
with the applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
5. RECENT EVENTS
Acquisitions
A. TRAVELODGE(R) - On January 23, 1996, the Company purchased the assets
comprising the Travelodge hotel franchise system ("Travelodge") in North
America, including the Travelodge and Thriftlodge(R) service marks and the
franchise agreements from Forte Hotels, Inc. ("FHI") for $39.3 million.
B. ERA(R) - On February 12, 1996, the Company purchased the assets comprising
the Electronic Realty Associates(R) ("ERA") residential real estate brokerage
franchise system for approximately $38.0 million. The Company has also
entered into an agreement to purchase the ERA affiliates which conduct the
ERA home warranty business in eight states for $9.2 million, subject to
certain working capital adjustments. The purchase of these affiliates is
subject to the approval of certain state insurance authorities and is
expected to be completed during the third quarter of 1996.
C. CENTURY 21(R) NON-OWNED REGIONS - During the second quarter of 1996, the
Company purchased from four independent master licensees, the six U.S.
non-owned CENTURY 21 regions consisting of more than 1,000 franchised
real estate offices. The aggregate purchase price was approximately
$101 million in cash and $46 million (approximately 0.9 million shares)
in Company common stock.
D. COLDWELL BANKER(R) - On May 31, 1995, the Company acquired all of the
outstanding capital stock of Coldwell Banker for $640 million in cash and the
related repayment of approximately $105 million of Coldwell Banker
indebtedness.
In connection with the above transactions, the Company may elect to merge the
employee savings plans of the acquired companies into the Plan.
<PAGE>
Plan Amendments
Effective January 1, 1996, the Company amended and restated the Plan.
Amendments effected as of such date included an adjustment to the vesting
schedule to provide for immediate vesting of employer contributions. The Plan
was also amended to allow for the eligibility of employees of acquired
companies subject to certain limitations.
Other
The Company changed the trustee of the Plan effective February 1, 1996.
6. NEW ACCOUNTING PRONOUNCEMENT
In September 1994, the American Institute of Certified Public Accountants
issued Statement of Position No. 94-4 entitled "Reporting of Investment
Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution
Pension Plans", which requires certain investment contracts to be reported at
fair value or contract value. The statement is effective for financial
statements for plan years beginning after December 15, 1994, except that the
application of the statement to investment contracts entered into before
December 31, 1993 is delayed to plan years beginning after December 15, 1995.
The Plan's investment contracts were all entered into before December 31,
1993 and therefore the Plan has adopted such statement on January 1, 1996.
7. PLAN SUMMARY BY FUND
The following tables represent the changes in net assets available for
benefits, summarized by fund, for the years ended December 31, 1995 and 1994
and the statements of net assets available for benefits as of December 31,
1995 and 1994.
<PAGE>
<TABLE>
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Guaranteed
Income Aim Aim Aim
Fund Charter Weingarten Constellation SteinRoe Subtotal
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits-beginning of
year 2,186,086 $ 762,198 $ 703,393 $ 1,293,779 $ 171,970 $ 5,117,426
------------ ------------ ------------ ------------ ------------ ------------
Additions:
Contributions:
Plan contributions:
Plan participants 608,838 236,702 237,817 536,859 126,323 1,746,539
Employer 113,648 44,679 44,938 101,642 23,286 328,193
Rollovers 6,252,667 1,208,303 712,863 1,721,205 719,067 10,614,105
Realized and unrealized
gains (losses) -- 56,426 1,220 334,858 24,040 416,544
Dividend and interest
income 205,410 214,151 236,235 124,610 19,143 799,549
------------ ------------ ------------ ------------ ------------ ------------
7,180,563 1,760,261 1,233,073 2,819,174 911,859 13,904,930
Deductions:
Distributions:
Plan participants 231,212 121,428 75,791 175,372 17,849 621,652
Trustee fees 341 3,976 3,491 6,988 1,171 15,967
------------ ------------ ------------ ------------ ------------ ------------
231,553 125,404 79,282 182,360 19,020 637,619
Net Additions (Deductions) 6,949,010 1,634,857 1,153,791 2,636,814 892,839 13,267,311
NET TRANSFERS (45,920) (43,595) (9,100) (34,969) (13,610) (147,194)
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
benefits-end of year $ 9,089,176 $ 2,353,460 $ 1,848,084 $ 3,895,624 1,051,199 $ 18,237,543
============ ============ ============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Company Accrued
Common Amounts
Subtotal Templeton Stock Loans Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits-beginning of
year $ 5,117,426 $ 282,761 $ 301,720 $ 212,703 $ 215,291 $ 6,129,901
------------ ------------ ------------ ------------ ------------ ------------
Additions:
Contributions:
Plan contributions:
Plan participants 1,746,539 386,905 212,014 -- 48,807 2,394,265
Employer 328,193 68,669 39,406 -- 140,458 576,726
Rollovers 10,614,105 504,605 1,335,382 543,942 -- 12,998,034
Realized and unrealized
gains (losses) 416,544 9,718 932,999 -- -- 1,359,261
Dividend and interest
income 799,549 34,497 2,137 33,895 13 870,091
------------ ------------ ------------ ------------ ------------ ------------
13,904,930 1,004,394 2,521,938 577,837 189,278 18,198,377
Deductions:
Distributions:
Plan participants 621,652 28,024 45,407 -- -- 695,083
Trustee fees 15,967 2,106 221 -- -- 18,294
------------ ------------ ------------ ------------ ------------ ------------
637,619 30,130 45,628 -- -- 713,377
Net Additions
(Deductions) 13,267,311 974,264 2,476,310 577,837 189,278 17,485,000
NET TRANSFERS (147,194) (60,461) 77,963 184,420 (54,728) --
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for
benefits-end of year $ 18,237,543 $ 1,196,564 $ 2,855,993 $ 974,960 $ 349,841 $ 23,614,901
============ ============ ============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Guaranteed
Income Aim Aim Aim
Fund Charter Weingarten Constellation SteinRoe Subtotal
<S> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits-beginning of
year $ 1,837,506 $ 667,433 $ 646,586 $ 1,013,760 $ -- $ 4,165,285
----------- ----------- ----------- ----------- ----------- -----------
Additions:
Contributions:
Plan contributions:
Plan participants 67,799 27,362 26,025 60,142 8,783 190,111
Employer 22,204 8,916 8,480 19,597 2,862 62,059
Rollovers 81,308 13,211 12,930 10,542 2,112 120,103
Realized and unrealized
gains (losses) -- (80,511) (68,873) (19,336) (9,879) (178,599)
Dividend and interest
income 145,948 46,253 71,848 38,675 7,024 309,748
----------- ----------- ----------- ----------- ----------- -----------
317,259 15,231 50,410 109,620 10,902 503,422
Deductions:
Distributions:
Plan participants 56,770 29,620 12,350 27,596 3,973 130,309
Trustee fees -- 2,677 2,088 4,097 403 9,265
----------- ----------- ----------- ----------- ----------- -----------
56,770 32,297 14,438 31,693 4,376 139,574
Net Additions (Deductions) 260,489 (17,066) 35,972 77,927 6,526 363,848
NET TRANSFERS 88,091 111,831 20,835 202,092 165,444 588,293
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits-end of year $ 2,186,086 $ 762,198 $ 703,393 $ 1,293,779 $ 171,970 $ 5,117,426
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued)
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Company Accrued
Common Amounts
Subtotal Templeton Stock Loans Unallocated Total
<S> <C> <C> <C> <C>
Net assets available for
benefits-beginning of
year $ 4,165,285 -- -- $ 138,867 $ 407,551 $ 4,711,703
----------- ----------- ----------- ----------- ----------- -----------
Additions:
Contributions:
Plan contributions:
Plan participants 190,111 22,014 18,050 -- 1,307,279 1,537,454
Employer 62,059 7,173 5,881 -- 261,115 336,228
Rollovers 120,103 6,364 10,673 -- -- 137,140
Realized and unrealized
gains (losses) (178,599) (28,167) 21,231 -- -- (185,535)
Dividend and interest
income 309,748 19,206 182 8,767 (33,008) 304,895
----------- ----------- ----------- ----------- ----------- -----------
503,422 26,590 56,017 8,767 1,535,386 2,130,182
Deductions:
Distributions:
Plan participants 130,309 261 1,574 -- 568,569 700,713
Trustee fees 9,265 1,075 931 -- -- 11,271
----------- ----------- ----------- ----------- ----------- -----------
139,574 1,336 2,505 -- 568,569 711,984
Net Additions (Deductions)363,848 25,254 53,512 8,767 966,817 1,418,198
NET TRANSFERS 588,293 257,507 248,208 65,069 (1,159,077) --
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits-end of year $ 5,117,426 $ 282,761 $ 301,720 $ 212,703 $ 215,291 $ 6,129,901
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<CAPTION>
Guaranteed
Income Aim Aim Aim
Fund Charter Weingarten Constellation SteinRoe Subtotal
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments $ 9,045,903 $ 2,356,472 $ 1,850,727 $ 3,900,928 $ 1,047,079 $18,201,109
Interest receivable 43,273 -- -- -- 5,130 48,403
Contributions receivable:
Plan participants -- -- -- -- -- --
Employer -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total Assets 9,089,176 2,356,472 1,850,727 3,900,928 1,052,209 18,249,512
Liabilities:
Other liabilities -- 3,012 2,643 5,304 1,010 11,969
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $ 9,089,176 $ 2,353,460 $ 1,848,084 $ 3,895,624 $ 1,051,199 $18,237,543
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NET ASSETS AVAILABLE FOR BENEFITS (Continued)
DECEMBER 31, 1995
<CAPTION>
Company Accrued
Common Amounts
Subtotal Templeton Stock Loans Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments $18,201,109 $ 1,190,467 $ 2,858,628 $ 974,960 $ -- $23,225,164
Interest receivable 48,403 7,604 -- -- -- 56,007
Contributions receivable:
Plan participants -- -- -- -- 179,477 179,477
Employer -- -- -- -- 170,364 170,364
----------- ----------- ----------- ----------- ----------- -----------
Total Assets 18,249,512 1,198,071 2,858,628 974,960 349,841 23,631,012
Liabilities:
Other liabilities 11,969 1,507 2,635 -- -- 16,111
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits $18,237,543 $ 1,196,564 $ 2,855,993 $ 974,960 $ 349,841 $23,614,901
=========== =========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<CAPTION>
Guaranteed
Income Aim Aim Aim
Fund Charter Weingarten Constellation SteinRoe Subtotal
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments $2,167,023 $ 773,505 $ 714,905 $1,301,003 $ 171,958 $5,128,394
Interest receivable 19,063 10 245 15 415 19,748
Contributions receivable:
Plan participants -- -- -- -- -- --
Employer -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 2,186,086 773,515 715,150 1,301,018 172,373 5,148,142
Liabilities:
Other liabilities -- 11,317 11,757 7,239 403 30,716
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for
benefits $2,186,086 $ 762,198 $ 703,393 $1,293,779 $ 171,970 $5,117,426
========== ========== ========== ========== ========== =========
</TABLE>
<PAGE>
<TABLE>
NET ASSETS AVAILABLE FOR BENEFITS (Continued)
DECEMBER 31, 1994
<CAPTION>
Company Accrued
Common Amounts
Subtotal Templeton Stock Loans Unallocated Total
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments $5,128,394 $ 280,981 $ 302,524 $ 212,566 $ 54,392 $5,978,857
Interest receivable 19,748 2,855 126 137 323 23,189
Contributions receivable:
Plan participants -- -- -- -- 130,670 130,670
Employer -- -- -- -- 29,906 29,906
---------- ---------- ---------- ---------- ---------- ----------
Total Assets 5,148,142 283,836 302,650 212,703 215,291 6,162,622
Liabilities:
Other liabilities 30,716 1,075 930 -- -- 32,721
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for
benefits $5,117,426 $ 282,761 $ 301,720 $ 212,703 $ 215,291 $6,129,901
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE>
<TABLE>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Contract or
Interest Maturity Number of Current
Description Rates Dates Units/Shares Cost Value
<S> <C> <C> <C>
Guaranteed Income Fund
- - CIGNA - $1,362,408 $1,362,408
- - Hartford Life - 7,622,436 7,622,436
AIM Charter Fund 242,703 2,340,532 2,340,532
AIM Weingarten Fund 102,997 1,876,517 1,791,558
AIM Constellation Fund 173,609 3,460,173 3,863,080
SteinRoe Intermediate
Bond Fund 116,084 1,013,112 1,028,927
Templeton Foreign
Fund 127,746 1,184,792 1,167,201
Company Common
Stock 66,408 1,749,792 2,715,572
Employee Loans 1 month
Receivable Prime + 1% to 5 years - 941,812 941,812
Schwab U.S. Treasury
Money Fund (Cash) Prime - 391,638 391,638
--------- ---------
$21,943,212 $23,225,164
========== ===========
</TABLE>
<PAGE>
<TABLE>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Purchases Sales
Identify of Description Purchase Number of Selling Number of Net Gain
Party Involved of Assets Price Transactions Price Transactions Or (Loss)
<S> <C> <C> <C> <C> <C>
Guaranteed Income
Fund
- -CIGNA Investment
Contract $756,188 1 $ - - $ -
- -UNUM Investment
Contract 756,188 - 756,188 1 -
- -Hartford Investment 7,172,806 77
Contract 498,223 - 498,223 84 -
AIM Charter Mutual Fund 1,843,847 245 - - -
258,376 - 205,070 105 (53,306)
AIM Weingarten Mutual Fund 1,285,053 161 - - -
132,581 133,858 180 1,277
AIM Constellation Mutual Fund 2,583,809 175 - - -
324,322 313,870 216 (10,452)
SteinRoe Intermediate 903,723 174 - - -
Bond Fund Mututal Fund 57,197 57,885 129 688
Templeton Foreign Mutual Fund 1,083,810 182 - - -
Fund 200,018 200,525 157 507
Company Common
Stock Common Stock 1,485,043 7 - - -
</TABLE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
HFS Incorporated
Employee Savings Plan
By: /s/ Scott E. Forbes
Scott E. Forbes
Senior Vice President, Finance
Date: June 28, 1996 HFS Incorporated
0
<PAGE>
EXHIBIT INDEX
Exhibit Page No.
23.1 Consent of Deloitte & Touche LLP...............................
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
33-72752 and 333-6939 of HFS Incorporated on Form S-8 of our report dated June
28, 1996, appearing in this Annual Report on Form 11-K of HFS Incorporated
Employee Savings Plan for the year ended December 31, 1995.
/s/ Deloitte and Touche, LLP
Parsippany, NJ
June 28, 1995
