SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Form 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission File No. 1-11402
____________
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)
(201) 428-9700
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if applicable)
____________
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the Registrant's classes of common
stock was 123,245,314 shares of Common Stock outstanding as at August 6, 1996.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
No. Description
10.1 Employment Agreement dated as of June 30, 1996 between the Company and
Henry R. Silverman.*
10.2 Form of Second Amended and Restated Financing Agreement dated as of July
24, 1996 between the Company and National Lodging Corp.*
10.3 Form of Amended and Restated Corporate Services Agreement dated as of
January 24, 1996 between the Company and National Lodging Corp.*
11 Statement re: computation of per share earnings*
27 Financial Data Schedule**
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated April 5, 1996 for
purposes of incorporating by reference certain financial statements in the
Company's Registration Statements which were filed shortly after the filing of
such Current Report on Form 8-K. The financial statements filed included:
1. The unaudited interim financial statements of Century 21 of Southwest,
Inc., (an "S" corporation) as of December 31, 1995 and March 31, 1995 and
the related statements of income and cash flows for the nine months ended
December 31, 1995 and 1994.
2. The unaudited interim financial statements of Century 21 of Eastern
Pennsylvania, Inc., (an "S" corporation) as of January 31, 1996 and April
30, 1995 and the related statements of operations and cash flows for the
nine months ended January 31, 1996 and 1995.
3. The audited financial statements of Century 21 Real Estate of the
Mid-Atlantic States, Inc., as of December 31, 1995 and the related
statements of operations, retained earnings and cash flows for the year
then ended.
4. The unaudited consolidated interim financial statements of Century 21
Region V, Inc., as of January 31, 1996 and July 31, 1995 and the related
statements of operations and cash flows for the six months ended January
31, 1996 and 1995.
5. The audited consolidated financial statements of Electronic Realty
Associates, L.P. as of and for the years ended December 31, 1995 and 1994.
6. Pro forma financial information of HFS Incorporated.
The Company filed a Current Report on Form 8-K dated May 8, 1996 regarding
the proposed acquisition by merger of Coldwell Banker Corporation by the
Company, which acquisition was consummated on May 31, 1996. Such Current Report
on Form 8-K included as exhibits the audited, consolidated financial statements
of Coldwell Banker Corporation and subsidiaries as of and for the years ended
December 31, 1995 and 1994, the three months ended December 31, 1993 and the
nine months ended September 30, 1993, and pro forma financial information of the
Company.
* Previously filed
** Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HFS Incorporated
By: /s/ James E. Buckman
James E. Buckman
Executive Vice President
Date: August 19 1996 And General Counsel
By: /s/ Stephen P. Holmes
Stephen P. Holmes
Executive Vice President
Date: August 19 1996 And Chief Financial Officer
(Principal Financial Officer
And Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.1 Amended and Restated Employment Agreement dated as
of June 30, 1996 between the Company and Henry R. Silverman*
10.2 Form of Second Amended and Restated Financing Agreement dated
as of July 24, 1996 between the Company and National Lodging Corp.*
10.3 Form of Amended and Restated Corporate Services Agreement dated as
of January 24, 1996 between the Company and National Lodging Corp.*
11 Statement re: computation of per share earnings*
27 Financial data schedule**
* Previously filed
** Filed herewith
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
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0
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