As filed with the Securities and Exchange Commission on June 25, 1996
Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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 (I.R.S. Employer
of incorporation or organization) Identification Number)
339 Jefferson Road
Parsippany, New Jersey 07054
(Address of principal executive office) (Zip Code)
HFS Incorporated
Amended and Restated 1993 Stock Option Plan
(Full title of the plan)
James E. Buckman, Esq.
339 Jefferson Road, Parsippany, New Jersey 07054
(201) 428-9700
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Price Aggregate Amount of
to be to be Per Share Offering Registration
Registered Registered(1) (2)(3) Price(2)(3) Fee(2)
- --------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 6,000,000 $63.375 $380,250,000 $131,121
================================================================================
(1) An additional 18,541,600 shares of the Registrant's Common Stock, par
value $.01 per share, issuable pursuant to the Registrant's Amended and
Restated 1993 Stock Option Plan, were previously registered under the
Securities Act of 1933 pursuant to the Registrant's Registration Statement
on Form S-8, file number 33-70632, the Registrant's Registration Statement
on Form S-8, file number 33-83956, the Registrant's Registration Statement
on Form S-8, file number 33-94756 and the Registrant's Registration
Statement on Form S-8 filed number 333-03532.
(2) Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended (the "Securities Act"), the proposed maximum offering
price and the registration fee are based upon the average of the high and
low prices per share of the Registrant's Common Stock reported on the New
York Stock Exchange Composite Transaction Tape on June 21, 1996, within
five business days prior to the date of filing of this Registration
Statement.
(3) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have been heretofore filed with the
Securities and Exchange Commission (the "Commission") by the registrant, HFS
Incorporated, a Delaware corporation (the "Registrant"), are incorporated by
reference in this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year ending
December 31, 1995 (File Number 1-11402) filed with the Commission on March 29,
1996;
(b) All reports filed by the Registrant with the Commission pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to December 31, 1995.
(c) The description of the Registrant's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
September 28, 1994 (File Number 1-11402) pursuant to Section 12(b) of the
Exchange Act and any amendment or report filed with the Commission for purposes
of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant is a Delaware corporation. Reference is made to Section
145 of the Delaware General Corporation Law, as amended ("GCL"), which provides
that a corporation may indemnify any person
<PAGE>
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at its
request in such capacity of another corporation or business organization,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of a corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action,
suit or proceeding referred to above, the corporation must indemnify against the
expenses (including attorneys' fees) that such officer or director actually and
reasonably incurred in connection therewith.
Reference is also made to Section 102(b)(7) of the GCL, which
permits a corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the GCL or (iv) for any transaction from which
the director derived an improper personal benefit.
Articles Ninth and Tenth of the Registrant's Restated Certificate
of Incorporation provide for (i) the elimination of personal liability of a
director for breach of fiduciary duty as permitted by Section 102(b)(7) of the
GCL, and (ii) the Registrant to indemnify its directors and officers to the full
extent permitted by Section 145 of the GCL.
The Registrant maintains, at its expense, a policy of insurance
which insures its directors and officers, subject to certain exclusions and
deductions as are customary in such insurance policies, against certain
liabilities which may be incurred in those capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 HFS Incorporated Amended and Restated 1993 Stock Option Plan
(Incorporated by reference to the Registrant's Registration
Statement on Form S-8, file number 33- 83956, Exhibit 4.1)
4.2 First Amendment to the Amended and Restated 1993 Stock Option
Plan dated May 5, 1995 (Incorporated by reference to the
Registrant's Registration Statement on Form S- 8, file number
33-94756, Exhibit 4.2)
4.3 Second Amendment to the Amended and Restated 1993 Stock Option
Plan dated January 22, 1996 (Incorporated by reference to the
Registrant's Annual Report on Form 10-K filed on April 1,
1996, Exhibit 10.21(b))
4.4 Third Amendment to the Amended and Restated 1993 Stock Option
Plan dated January 22, 1996 (Incorporated by reference to the
Registrant's Annual Report on Form 10-K filed on April 1,
1996, Exhibit 10.21(c))
4.5 Fourth Amendment to the Amended and Restated 1993 Stock Option
Plan dated May 20, 1996.
-2-
<PAGE>
4.6 Registrant's Restated Certificate of Incorporation filed with
the Secretary of State of the State of Delaware on January 22,
1996 (Incorporated by reference to Exhibit 4 to the
Registrant's Registration Statement on Form 8-A filed on
February 21, 1996)
4.7 Registrant's By-Laws (Incorporated by reference to the
Registrant's Registration Statement on Form S-8, file number
33-83956, Exhibit 4.3)
5.1 Opinion of James E. Buckman, Esq., Executive Vice President
and General Counsel of the Registrant, regarding the legality
of the securities being registered.
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 of Mid-Atlantic States,
Inc.
23.3 Consent of Toback CPAs, P.C. relating to the financial
statements of Century 21 of the Southwest, Inc.
23.4 Consent of Woolard, Krajnik & Company relating to the
financial statements of Century 21 of Eastern Pennsylvania,
Inc.
23.5 Consent of Beers & Cutler relating to the financial statements
of Century 21 Real Estate of the Mid-Atlantic States, Inc.
23.6 Consent of White, Nelson & Co. LLP relating to the financial
statements of Century 21 Region V, Inc.
23.7 Consent of Ernst & Young LLP relating to the financial
statements of Electronic Realty Associates, Inc. and
Electronic Realty Associates, L.P.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial
statements of Coldwell Banker Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the financial
statements of Coldwell Banker Corporation.
23.10 Consent of James E. Buckman, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement:
iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
-3-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of Registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Parsippany, State of New Jersey, on this 25th day of
June 1996.
HFS INCORPORATED
By: /s/ Henry R. Silverman
Henry R. Silverman
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Henry R. Silverman, Stephen P. Holmes and
James E. Buckman his true and lawful attorney-in-fact and agents, each acting
alone, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents 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, and hereby ratifies and confirms
all his said attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.
-5-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name Title Date
/s/ Henry R. Silverman Chairman of the Board, June 25, 1996
Henry R. Silverman Chief Executive Officer and
Director (Principal Executive
Officer)
/s/John D. Snodgrass President, Chief Operating June 25, 1996
John D. Snodgrass Officer and Director
Executive Vice President, June 25, 1996
/s/ Stephen P. Holmes Chief Financial Officer,
Stephen P. Holmes Treasurer and Director
(Principal Financial Officer
and Principal Accounting Officer)
/s/ James E. Buckman Executive Vice President, June 25, 1996
James E. Buckman General Counsel and Director
/s/ Martin L. Edelman Director June 25, 1996
Martin L. Edelman
/s/ Robert E. Nederlander Director June 25, 1996
Robert E. Nederlander
/s/ Robert W. Pittman Director June 25, 1996
Robert W. Pittman
/s/ Leonard Schutzman Director June 25, 1996
Leonard Schutzman
/s/ Robert F. Smith Director June 25, 1996
Robert F. Smith
/s/ Roger J. Stone, Jr. Director June 25, 1996
Roger J. Stone, Jr.
-6-
<PAGE>
EXHIBIT INDEX
Page
Exhibits No.
4.1 HFS Incorporated Amended and Restated 1993 Stock Option Plan (Incorporated
by reference to the Registrant's Registration Statement on Form S-8, file
number 33- 83956, Exhibit 4.1)
4.2 First Amendment to the Amended and Restated 1993 Stock Option Plan dated
May 5, 1995 (Incorporated by reference to the Registrant's Registration
Statement on Form S- 8, file number 33-94756, Exhibit 4.2)
4.3 Second Amendment to the Amended and Restated 1993 Stock Option Plan dated
January 22, 1996 (Incorporated by reference to the Registrant's Annual
Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(b))
4.4 Third Amendment to the Amended and Restated 1993 Stock Option Plan dated
January 22, 1996 (Incorporated by reference to the Registrant's Annual
Report on Form 10-K filed on April 1, 1996, Exhibit 10.21(c))
4.5 Fourth Amendment to the Amended and Restated 1993 Stock Option Plan dated
May 20, 1996.
4.6 Registrant's Restated Certificate of Incorporation filed with the Secretary
of State of the State of Delaware on January 22, 1996 (Incorporated by
reference to Exhibit 4 to the Registrant's Registration Statement on Form
8-A filed on February 21, 1996)
4.7 Registrant's By-Laws (Incorporated by reference to the Registrant's
Registration Statement on Form S-8, file number 33-83956, Exhibit 4.3)
5.1 Opinion of James E. Buckman, Esq., Executive Vice President and General
Counsel of the Registrant, regarding the legality of the securities being
registered.
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 of Mid-Atlantic States, Inc.
23.3 Consent of Toback CPAs, P.C. relating to the financial statements of
Century 21 of the Southwest, Inc.
23.4 Consent of Woolard, Krajnik & Company relating to the financial statements
of Century 21 of Eastern Pennsylvania, Inc.
23.5 Consent of Beers & Cutler relating to the financial statements of Century
21 Real Estate of the Mid-Atlantic States, Inc.
23.6 Consent of White, Nelson & Co. LLP relating to the financial statements of
Century 21 Region V, Inc.
23.7 Consent of Ernst & Young LLP relating to the financial statements of
Electronic Realty Associates, Inc. and Electronic Realty Associates, L.P.
23.8 Consent of Coopers & Lybrand L.L.P. relating to the financial statements of
Coldwell Banker Corporation.
23.9 Consent of Deloitte & Touche LLP relating to the financial statements of
Coldwell Banker Corporation.
23.10 Consent of James E. Buckman, Esq. (contained in Exhibit 5.1)
24.1 Power of Attorney (contained in the signature page hereof)
EXHIBIT 4.5
FOURTH AMENDMENT TO
HFS INCORPORATED
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
Amended and Restated
as of June 14, 1994
Further Amended as of May 5, 1995
Further Amended as of January 22, 1996
The HFS Incorporated Amended and Restated 1993 Stock Option Plan (the "Restated
Plan") is hereby further amended as follows:
1. Section 4(a) of the Restated Plan is hereby amended and restated in its
entirety to reads as follows:
"(a) The maximum number of Shares that may be issued or transferred
pursuant to Options is 24,541,600 (or the number and kind of shares of
stock or other securities which are substituted for those Shares or to
which those Shares are adjusted upon a Change in Capitalization), and HFS
shall reserve for the purposes of the Plan, out of its authorized but
unissued Shares or out of Shares held in HFS' treasury, or partly out of
each, such number of Shares as shall be determined by the Board."
2. Ratification. Except as expressly set forth in this Fourth Amendment to
the Restated Plan, the Restated Plan is hereby ratified and confirmed without
modification.
3. Effective Date. The effective date of this Fourth Amendment to the
Restated Plan shall be the date of the 1996 annual meeting of stockholders.
EXHIBIT 5.1
June 25, 1996
The Board of Directors
HFS Incorporated
339 Jefferson Road
Parsippany, New Jersey 07054
Re: Registration Statement on Form S-8
Gentlemen:
As General Counsel to HFS Incorporated, a Delaware corporation (the
"Company"), I have advised the Company in connection with the filing of the
Registration Statement on Form S-8 of the Company (the "Registration Statement")
relating to the registration of 6,000,000 shares of the Company's common stock,
par value $0.01 per share (the "Shares") under the Securities Act of 1933, as
amended (the "Securities Act"). Each Share is issuable pursuant to the Company's
Amended and Restated 1993 Stock Option Plan (the "Plan").
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 (the "Rules and Regulations").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Restated Certificate of Incorporation of the Company, as amended to
date, (ii) the By-laws of the Company, as amended to date, (iii) the resolutions
of the Executive Committee of the Board of Directors of the Company adopted on
March 3, 1993, February 10, 1994, February 8, 1995, November 3, 1995, January
22, 1996 and February 7, 1996 and resolutions of the stockholders adopted on May
12, 1993, June 14, 1994, May 5, 1995, January 22, 1996 and May 20, 1996, (iv)
the Plan and (v) the Registration Statement.
I have also examined originals or copies, certified or otherwise identified to
my 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 I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to any facts material to the opinions
expressed herein which were not independently established or verified, I have
relied upon oral or written statements and representations of officers and other
representatives of the Company and others.
I am admitted to the bar in the States of New York and Georgia and, except
with respect to the laws of the United States and the General Corporation Law of
the State of Delaware, I do not express any opinion as to the laws of any other
jurisdiction.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the Shares,
when and if issued and sold and paid for upon the exercise of options granted or
to be granted under the Plan in accordance with the terms thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement. In giving such
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations.
Very truly yours,
/s/ James E. Buckman
James E. Buckman
Executive Vice President
and General Counsel
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated on Form S-8 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.
s/DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 18, 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-8 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 of Form 8-K dated April 5, 1996.
s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
June 18, 1996
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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.
s/TOBACK CPAS, P.C.
Phoenix, Arizona
June 18, 1996
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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.
s/WOOLARD, KRAJNIK & COMPANY, LLP
Exton, Pennsylvania
June 18, 1996
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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.
s/BEERS & CUTLER
Washington, D.C.
June 18, 1996
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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.
s/WHITE, NELSON & CO. LLP
Anaheim, California
June 18, 1996
EXHIBIT 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of HFS Incorporated for the registration of 6,000,000 shares of common
stock pertaining to the HFS Incorporated Amended and Restated 1993 Stock Option
Plan 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
June 25, 1996
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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.
s/ COOPERS & LYBRAND L.L.P.
Newport Beach, California
June 21, 1996
EXHIBIT 23.9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
HFS Incorporated (the "Company") on Form S-8 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 Corporation and Subsidiaries.
s/DELOITTE & TOUCHE LLP
Costa Mesa, California
June 21, 1996
