As filed with the Securities and Exchange Commission on May 22, 1996
Registration No.333-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
HFS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3059335
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
339 JEFFERSON ROAD
PARSIPPANY, NEW JERSEY 07054
(201) 428-9700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
JAMES E. BUCKMAN, ESQ.
339 JEFFERSON ROAD
PARSIPPANY, NEW JERSEY 07054
(201) 428-9700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------
COPIES TO:
VINCENT J. PISANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS
DETERMINED BY MARKET CONDITIONS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [X] 333-3276
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO
RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
TITLE OF SHARES AMOUNT TO BE AGGREGATE PRICE AGGREGATE OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities(2).............
Common Stock, $.01 $200,000,000(3) 100% $200,000,000(3)(4) $68,966(5)
par value......................
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(i) of the rules and regulations under the
Securities Act of 1933.
(2) Also includes such indeterminate number of shares of Common Stock as may
be issued upon conversion or exchange of any of the Debt Securities that
provide for conversion or exchange for shares of Common Stock.
(3) Such amount represents the principal amount of any Debt Securities
issued at their principal amount, the issue price rather than the
principal amount of any Debt Securities issued at original issue
discount, and the amount computed pursuant to Rule 457(i) for any Common
Stock.
(4) No separate consideration will be received for Common Stock issuable
upon conversion or exchange of the Debt Securities.
(5) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933.
2
<PAGE>
EXPLANATORY STATEMENT
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act
of 1933, as amended. The contents of Registration Statement No. 333-3276,
including any prospectuses and prospectus supplements filed pursuant thereto
in accordance with Rule 424 promulgated under said Securities Act, are hereby
incorporated herein by reference.
3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT, OR AMENDMENTS THERETO, TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PARSIPPANY, STATE
OF NEW JERSEY, ON MAY 21, 1996.
HFS INCORPORATED
By: /s/ Henry R. Silverman
-----------------------------
Henry R. Silverman
Chairman of the Board and
Chief Executive Officer
KNOW ALL THOSE BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Henry R. Silverman, Stephen P.
Holmes and James E. Buckman his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or
their or his substitute or substitutes, may lawfully, do or cause to be done
by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT, OR AMENDMENTS THERETO, HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Henry R. Silverman Chairman of the Board, Chief Executive Officer and May 21, 1996
- -------------------------- Director (Principal Executive Officer)
(Henry R. Silverman)
/s/ John D. Snodgrass President, Chief Operating Officer and Director May 21, 1996
- --------------------------
(John D. Snodgrass)
/s/ Stephen P. Holmes Executive Vice President, Chief Financial Officer, May 21, 1996
- ------------------------- Treasurer and Director (Principal Financial Officer
(Stephen P. Holmes) and Principal Accounting Officer)
/s/ James E. Buckman Executive Vice President, General Counsel and May 21, 1996
- ------------------------- Director
(James E. Buckman)
/s/ Robert F. Smith Director May 21, 1996
- -------------------------
(Robert F. Smith)
/s/ Leonard Schutzman Director May 21, 1996
- -------------------------
(Leonard Schutzman)
/s/ Martin L. Edelman Director May 21, 1996
- -------------------------
(Martin L. Edelman)
/s/ Robert W. Pittman Director May 21, 1996
- -------------------------
(Robert W. Pittman)
/s/ Roger J. Stone, Jr. Director May 21, 1996
- -------------------------
(Roger J. Stone, Jr.)
/s/ Robert E. Nederlander Director May 21, 1996
- -------------------------
(Robert E. Nederlander)
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ---------- ----------- -------
<S> <C>
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of the
securities being offered hereby.
23.1 Consent of Deloitte & Touche LLP relating to the financial statements of HFS
Incorporated.
23.2 Consent of Deloitte & Touche LLP relating to the financial statements of Century 21
Real Estate Corporation.
23.3 Consent of Deloitte & Touche LLP relating to the financial statements of Century 21
Real Estate of Mid-Atlantic States, Inc.
23.4 Consent of Toback CPAs, P.C. relating to the financial statements of Century 21 of
Southwest, Inc.
23.5 Consent of Woolard, Krajnik & Company relating to the financial statements of
Century 21 of Eastern Pennsylvania, Inc.
23.6 Consent of Beers & Cutler PLLC relating to the financial statements of Century 21 Real
Estate of the Mid-Atlantic States, Inc.
23.7 Consent of White, Nelson & Co. LLP relating to the financial statements of Century
21 Region V, Inc.
23.8 Consent of Ernst & Young LLP relating to the financial statements of Electronic
Realty Associates, Inc. and Electronic Realty Associates, L.P.
23.9 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.1).
23.10 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of Coldwell
Banker Corporation.
23.11 Consent of Deloitte & Touche LLP related to the Financial Statements of Coldwell
Banker Corporation (Fomerly Coldwell Banker Residential Holding Company)
</TABLE>
[Letterhead]
May 21, 1996
The Board of Directors
HFS Incorporated
339 Jefferson Road
Parsippany, New Jersey 07054
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to HFS Incorporated, a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), on Form
S-3 of debt securities (the "Rule 462(b) Debt Securities") of the Company and
shares (the "Rule 462(b) Shares") of the Company's Common Stock, par value
$0.01 per share (the "Common Stock") (the Rule 462(b) Shares, together with
the Rule 462(b) Debt Securities, the "Rule 462(b) Securities"), to be offered
and sold by the Company, with aggregate gross proceeds of up to $200,000,000
or the equivalent thereof in one or more foreign currencies or composite
currencies.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K of the General Rules and
Regulations promulgated under the Securities Act.
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-3 relating to the
Rule 462(b) Securities as filed with the Securities and Exchange Commission
(the "Commission") on the date hereof (together with all exhibits thereto, the
"462(b) Registration Statement"); (ii) the Registration Statement on
<PAGE>
The Board of Directors
HFS Incorporated
May 21, 1996
Page 2
Form S-3 (File No. 333-3276) relating to other shares (together with the Rule
462(b) Shares, the "Shares") of Common Stock and debt securities (together
with the Rule 462(b) Debt Securities, the "Debt Securities") to be offered and
sold by the Company from time to time, with aggregate proceeds of up to
$1,000,000,000, as initially filed with the Commission on April 15, 1996, and
declared effective on April 30, 1996 (the "Shelf Registration Statement"),
which Shelf Registration Statement is incorporated by reference into the
462(b) Registration Statement; (iii) the forms of Senior Indenture and
Subordinated Indenture relating to the Debt Securities to be entered into by
and between the Company and The Bank of Nova Scotia Trust Company of New York
(the "Trustee"), as Trustee (each, an "Indenture"); (iv) the Amended and
Restated Certificate of Incorporation of the Company, as currently in effect
(the "Certificate of Incorporation"); (v) the By-laws of the Company, as
currently in effect (the "By-Laws"); (vi) the form of underwriting agreement
relating to the Debt Securities to be entered into by and between the Company
and one or more of the underwriters to be named therein (the "Debt
Underwriting Agreement"); (vii) the form of underwriting agreement relating to
the Common Stock to be entered into by and between the Company and one or more
of the underwriters to be named therein (the "Common Stock Underwriting
Agreement"); and (viii) resolutions of the Company's Board of Directors
relating to (A) the preparation of the Shelf Registration Statement and the
462(b) Registration Statement and the registration of the Shares and the Debt
Securities (collectively, the "Securities") under the Securities Act and (B)
the issuance, offering and sale from time to time of the Securities. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all
<PAGE>
The Board of Directors
HFS Incorporated
May 21, 1996
Page 3
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified, photostatic, conformed or reproduced copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
such parties of such documents and the validity and binding effect thereof. As
to any facts material to the opinions expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others.
In rendering this opinion, we have also assumed that (i)
each Indenture will be duly authorized, executed and delivered by the Trustee
and that any Debt Security that may be issued will be manually signed by duly
authorized officers of the Trustee; (ii) prior to any offering and sale of
Securities, the Company's Board of Directors (or a special committee thereof
authorized to act on its behalf) will duly authorize the terms of and the
prices at which the (A) Shares are to be issued and sold and (B) the Debt
Securities are to be issued and sold in accordance with the terms of an
Indenture (and, if Debt Securities are convertible into or exchangeable for
Common Stock, the issuance of such Common Stock upon such conversion or
exchange and the terms thereof); and (iii) the denomination of any Debt
Security in a currency other than United States dollars will not contravene
the currency exchange control laws of any jurisdiction.
Members of our Firm are admitted to the Bar in the States of
Delaware and New York, and we express no opinion as to the laws of any other
jurisdiction. The Securities may be issued from time to time on a delayed or
continuous basis, and this opinion is limited to the laws, including the rules
and regulations, as in effect on the date hereof.
<PAGE>
The Board of Directors
HFS Incorporated
May 21, 1996
Page 4
Based upon and subject to the foregoing, we are of the
opinion that:
1. With respect to any offering of any series of Debt
Securities (the "Offered Debt Securities"), when (i) an appropriate Prospectus
Supplement with respect to the Offered Debt Securities has been prepared,
delivered and filed in compliance with the Securities Act and the applicable
rules and regulations thereunder; (ii) if the Offered Debt Securities are to
be sold pursuant to (A) a firm commitment underwritten offering, the Debt
Underwriting Agreement with respect to the Offered Debt Securities has been
duly authorized, executed and delivered by the Company and the other parties
thereto or (B) any other purchase agreement, such agreement with respect to
the Offered Debt Securities has been duly authorized, executed and delivered
by the Company and the other parties thereto; (iii) the terms of the Offered
Debt Securities and of their issuance and sale have been duly established in
conformity with the applicable Indenture, if any, so as not to violate any
applicable law, the Certificate of Incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; and (iv) the Offered Debt Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Indenture
and duly delivered to the purchasers thereof upon payment of the agreed upon
consideration therefore; (1) the Offered Debt Securities, when issued and sold
in accordance with the applicable Indenture, if any, and the Debt Underwriting
Agreement or any other duly authorized, executed and delivered applicable
valid and binding purchase agreement will be valid and binding obligations of
the Company, enforceable against the Company in accordance with their
respective terms, except to the extent that enforcement thereof may be limited
by (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
or other similar laws now or hereafter in effect relating to creditors' rights
generally, (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding
<PAGE>
The Board of Directors
HFS Incorporated
May 21, 1996
Page 5
at law or in equity), (C) public policy considerations which may limit the
rights of parties to obtain further remedies, (D) requirements that a claim
with respect to any Offered Debt Securities denominated other than in United
States dollars (or a judgment denominated other than in United States dollars
in respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law, and (E)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currencies, currency units or
composite currencies; and (2) if Common Stock is issuable upon conversion or
exchange of any convertible Offered Debt Securities, the Common Stock issuable
upon conversion or exchange of such Offered Debt Securities will be validly
issued, fully paid and nonassessable, assuming the execution, authentication,
issuance and delivery of the Offered Debt Securities and conversion or
exchange of the Offered Debt Securities in accordance with the terms of the
applicable Indenture, if any, relating thereto and that the consideration
therefor is not less than the par value thereof.
We note that, as of the date of this opinion, a judgment for
money in an action based on an Offered Debt Security denominated in a foreign
currency, currency unit or composite currency in a federal or state court in
the United States ordinarily would be enforced in the United States only in
United States dollars. The date used to determine the rate of conversion of
the foreign currency, currency unit or composite currency in which a
particular Offered Debt Security is denominated into United States dollars
will depend upon various factors, including which court renders the judgment.
2. With respect to any offering of any Shares, when (i) an
appropriate Prospectus Supplement with respect to the Shares has been
prepared, delivered and filed in compliance with the Securities Act and the
applicable rules and regulations thereunder; (ii) if the Shares are to be sold
pursuant to (A) a firm commitment underwritten offering, the Common Stock
Underwriting Agreement with respect to the Shares has been duly autho-
<PAGE>
The Board of Directors
HFS Incorporated
May 21, 1996
Page 6
rized, executed and delivered by the Company and the other parties thereto or
(B) any other purchase agreement, such agreement with respect to the Shares
has been duly authorized, executed and delivered by the Company and the other
parties thereto; (iii) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the issuance and terms of the
Shares and related matters; (iv) the terms of the Shares and of their issuance
and sale have been duly established in conformity with the Certificate of
Incorporation and By-Laws so as not to violate any applicable law, the
Certificate of Incorporation or By-Laws of the Company or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (v) certificates
representing the Shares in the form of the specimen certificates examined by
us are duly executed, countersigned, registered and delivered upon payment of
the agreed upon consideration therefor, the Shares, when issued and sold in
accordance with the Common Stock Underwriting Agreement or any other duly
authorized, executed and delivered applicable purchase agreement will be duly
authorized, validly issued, fully paid and nonassessable, provided that the
consideration therefor is not less than the par value thereof.
We hereby consent to the use of the name of our firm in the
Shelf Registration Statement incorporated into the 462(b) Registration
Statement under the caption "Legal Matters" and to the filing of this opinion
as an Exhibit to the 462(b) Registration Statement. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations
of the Commission promulgated thereunder.
Very truly yours,
Skadden, Arps, Slate, Meagher & Flom
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated on Form S-3 of our reports dated February 22, 1996 (February
28, 1996 as to Note 2A) and March 29, 1996 appearing in and incorporated by
reference in the Annual Report on Form 10-K, for the year ended December 31,
1995 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 21, 1996
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated February 7,
1995 related to the consolidated balance sheets of Century 21 Real Estate
Corporation (formerly a wholly-owned subsidiary of Metropolitan Life Insurance
Company) and subsidiaries as of December 31, 1994, 1993, and 1992, and the
related consolidated statements of income, stockholder's equity and cash flows
for the years then ended included in the Company's Current Report on Form 8-K/A
dated August 18, 1995 and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Costa Mesa, California
May 21, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated February 19,
1996, related to the balance sheet of Century 21 Real Estate of the Mid-Atlantic
States, Inc. as of December 31, 1995 and the related statements of income,
changes in stockholder's equity and cash flows for the year then ended included
in the Company's Current Report on Form 8-K dated April 5, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
May 21, 1996
Exhibit 23.4
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated May 15, 1995,
related to the financial statements of Century 21 Of The Southwest, Inc. as of
and for the years ended March 31, 1995 and 1994, included in the Company's
Current Report on Form 8-K dated February 16, 1996 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Toback CPAs P.C.
Phoenix, Arizona
May 20, 1996
[Letterhead]
Exhibit 23.5
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on form S-3 of our report dated June 22, 1995
(except for Note 13, as to which the date is October 12, 1995), related to the
financial statements of Century 21 of Eastern Pennsylvania, Inc. as of and for
the years ended April 30, 1995 and 1994, included in the Company's Current
Report on form 8-K dated February 16, 1996 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Woolard, Krajnik & Company
Exton, Pennsylvania
May 20, 1996
Exhibit 23.6
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated May 11, 1995,
related to the financial statements of Century 21 Real Estate of the Mid-
Atlantic States, Inc. as of and for the years ended December 31, 1994 and 1993,
included in the Company's Current Report on Form 8-K dated February 16, 1996 and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Beers & Cutler PLLC
Washington, D.C.
May 20, 1996
[Letterhead]
Exhibit 23.7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated January 12,
1996, related to the consolidated financial statements of Century 21 Region V,
Inc. And Subsidiaries as of and for the year ended July 31, 1995, included in
the Company's Current Report on Form 8-K dated February 16, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration.
/s/ White, Nelson & Co LLP
Anaheim, California
May 20, 1996
Exhibit 23.8
Consent of Independent Auditors
We consent to the references to our firm under the caption "Experts" in the
Registration Statement and the related Prospectus of HFS Incorporated for the
registration of up to $200,000,000 of common stock and to the incorporation by
reference therein of our report dated February 27, 1995, with respect to the
consolidated financial statements of Electronic Realty Associates, Inc. for the
years ended December 31, 1994 and 1993, included in the Current Report on Form
8-K of HFS Incorporated dated February 16, 1996, filed with the Securities and
Exchange Commission, and our report dated February 21, 1996, with respect to the
consolidated financial statements of Electronic Realty Associates, L.P. for the
years ended December 31, 1995 and 1994, included in the Current Report on Form
8-K of HFS Incorporated dated April 5, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Kansas City, Missouri
May 21, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated February 27,
1996, related to the consolidated financial statements of Coldwell Banker
Corporation and Subsidiaries as of December 31, 1995 and 1994, and for each of
the two years in the period ended December 31, 1995. We also consent to the
reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P
Newport Beach, California
May 20, 1996
Exhibit 23.11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated (the "Company") on Form S-3 of our report dated March 11, 1994,
related to the consolidated statements of operations, stockholders' equity and
cash flows for the three months ended December 31, 1993 and the consolidated
statements of operations and cash flows for the nine months ended September 30,
1993 of Coldwell Banker (formerly Coldwell Banker Residential Holding Company
and subsidiaries) included in the Company's Current Report on Form 8-K dated May
8, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Costa Mesa, California
May 21, 1996
