As filed with the Securities and Exchange
Commission on June 19, 1996
Registration Statement No. 33-87830
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
Post-Effective
Amendment No.1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HFS INCORPORATED
(Exact name of registrant as specified in its charter)
----------------
Delaware 6794 22-3059335
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
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, New York 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.
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, as amended, 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. |_|
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. |_|
CALCULATION OF REGISTRATION FEE
============================================================================
Proposed Proposed Amount of
Title of Each Maximum Maximum Registration
Class of Securities Amount to be Price Aggregate Fee (2)
to be Registered Registered Per Share Offering
Price
- ----------------------------------------------------------------------------
Common Stock
($.01 par value) (1) (2) (2) (2)
============================================================================
(1) This Post-Effective Amendment No. 1 is filed to amend the Registration
Statement pursuant to Rule 416(b) to increase the number of shares of
Common Stock registered by this Registration Statement and remaining unsold
from 70,000 to 140,000. Pursuant to Rule 416 (a), the Registration
Statement also covers such indeterminable number of additional shares as
may become issuable pursuant to a stock split, stock dividend or similar
transaction.
(2) Pursuant to Rule 416(b), no registration fee is required to increase the
number of shares being registered as a result of a stock split.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
HFS Incorporated
Common Stock
-----------
All 140,000 shares of common stock, $.01 par value ("Common Stock") of HFS
Incorporated, a Delaware corporation (the "Company") offered hereby are being
sold by David F. Green, Sr., David F. Green Charitable Remainder Unitrust,
Bertram H. Witham, Jr., J. Russell Lipford, Jr., J. Russell Lipford, Jr.
Charitable Remainder Unitrust, Kenneth D. Rodgers and/or South Georgia United
Methodist Foundation, Inc. (the "Selling Stockholders"). See "Selling
Stockholders." The Company will not receive any of the proceeds from the sale of
shares of Common Stock offered hereby.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "HFS". On June 17, 1996 the last reported sale price of the Common
Stock on the New York Stock Exchange was $67-7/8 per share.
FOR INFORMATION CONCERNING CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS SEE "RISK FACTORS" ON PAGE 4.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
The Selling Stockholders may sell all or portions of the Common Stock through
agents, underwriters or dealers on terms to be determined at the time of sale.
To the extent required, the purchase price, public offering price, the names of
any such agent, dealer or underwriter, and any applicable commissions or
discount with respect to a particular offering will be set forth in an
accompanying Prospectus Supplement (the "Prospectus Supplement"). The aggregate
proceeds to the Selling Stockholders from the sale of any shares of Common Stock
will be the purchase price thereof less the aggregate agent's commission or
underwriter's discount, if any, and other expenses of distribution borne by the
Selling Stockholders. See "Plan of Distribution".
-------------------
The date of this Prospectus is June 19, 1996.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's (i) Annual Report on Form 10-K for the year ended December 31,
1995; (ii) description of the Company's Capital Stock which is contained in its
Registration Statement on Form 8-A dated September 16, 1992, including the
amendment on Form 8-A/A dated September 1, 1995, including any amendment or
report filed for the purpose of updating such description; (iii) Current Reports
on Form 8-K dated February 16, 1996, March 8, 1996, April 5, 1996, May 8, 1996
and May 21, 1996; and (iv) Current Report on Form 8-K/A, dated August 18, 1995,
all of which have previously been filed by the Company with the Commission, are
incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated herein by reference or in any Prospectus
Supplement 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 Prospectus.
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any or all of the documents referred to above which have been or may
be incorporated herein by reference (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to James E. Buckman,
Esq., Executive Vice President and General Counsel, 339 Jefferson Road,
Parsippany, New Jersey 07054, (201) 428-9700.
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING OF THE SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH SECURITIES OR OTHER SECURITIES OF THE COMPANY AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED MAY BE
DISCOUNTED AT ANY TIME.
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THE COMPANY
HFS Incorporated, a Delaware corporation ("HFS" or the "Company"), formerly
named Hospitality Franchise Systems, Inc., is the world's largest franchisor of
hotels and residential real estate brokerage offices. The Company operates nine
national hotel franchise systems: Days Inn(R), Ramada(R) (in the United States),
Howard Johnson(R), Super 8(R), Travelodge(R) (in North America), Park Inn
International(R) (in the United States and Canada), Villager Lodge(R), Knights
Inn(R) and Wingate Inn(sm). In aggregate, these franchise systems consist of
approximately 5,000 properties and 475,000 hotel rooms worldwide. The Company
also operates the CENTURY 21(R), Electronic Realty Associates(R) or ERA
(collectively, "ERA") and Coldwell Banker(R) real estate brokerage franchise
systems which it acquired on August 1, 1995, February 12, 1996 and May 31, 1996,
respectively. The CENTURY 21 and ERA systems are the world's largest and fourth
largest franchisors, respectively, of residential real estate brokerage offices,
with more than an aggregate of 8,600 independently owned and operated franchised
offices located worldwide.
As a franchisor, the Company licenses the owners and operators of independent
businesses, principally hotels and real estate brokerage offices, to use the
Company's brand names. The Company does not own or operate hotels or real estate
brokerage offices. Instead, the Company provides its customers with services
designed to increase their revenue and profitability. These services allow
customers to retain independence and local control while benefiting from the
economies of scale of widely promoted brand names and standards of service,
national and regional direct marketing and co-marketing arrangements and global
procurement. The most important of these services for hotel owners are access to
a national reservation system, national advertising and promotional campaigns,
co-marketing programs, and volume purchasing discounts. The most significant
services to real estate brokerages are national advertising and promotion,
referrals, and training. The Company believes significant opportunities exist to
expand the co-marketing and volume purchasing benefits that it currently
provides to its hotel franchisees and to its real estate brokerage franchisees.
The Company also provides preferred vendor and co-marketing arrangements with
an array of national purveyors of goods and services, corporate relocation
services and casino marketing services and gambling patron credit information to
casino gaming and entertainment facilities.
The Company continually explores and conducts discussions with regard to
acquisitions and other strategic corporate transactions in its two primary
industries and other franchise or franchisable businesses. Historically, the
Company has been involved in numerous transactions of various magnitudes, for
consideration which included cash or securities (including Common Stock) or
combinations thereof. The Company is continuing to evaluate and to pursue
appropriate acquisition and combination opportunities as they arise, in the
expansion of its operations. No assurance can be given with respect to the
timing, likelihood or financial or business effect of any possible transaction.
In the past, acquisitions by the Company have involved both relatively small
acquisitions and acquisitions which have been significant, including the
acquisition of Coldwell Banker Corporation ("Coldwell Banker").
As part of its regular on-going evaluation of acquisition opportunities, the
Company is currently engaged in a number of separate and unrelated preliminary
discussions concerning possible acquisitions which may involve consideration
substantially in excess of amounts previously payable by the Company in any
single acquisition. The Company is in the early stages of such discussions and
has not entered into any agreement in principle with respect to any of these
possible acquisitions. The purchase price for the possible acquisitions may be
paid in cash, through the issuance of Common Stock (which would increase the
number of shares of Common Stock outstanding) or other securities of the
Company, borrowings, or a combination thereof. Prior to consummating any such
possible acquisitions, the Company, among other things, will have to initiate
and satisfactorily complete its due diligence investigation; negotiate the
financial and other terms (including price) and conditions of such acquisitions;
obtain appropriate Board of Directors, regulatory and other necessary consents
and approvals; and secure financing. The Company cannot predict whether any such
acquisitions will be consummated or, if consummated, will result in a financial
or other benefit to the Company.
On May 31, 1996, the Company completed the acquisition of Coldwell Banker,
the largest gross revenue producing residential real estate company in North
America and a leading provider of corporate relocation services. Coldwell Banker
franchises and owns real estate brokerage offices and provides corporate
relocation services throughout the United States, Canada and Puerto Rico.
Coldwell Banker is the third largest real estate brokerage system in the United
States with approximately 2,164 franchised offices and 318 owned offices as of
March 31, 1996. All of the owned offices have been conveyed to an independent
trust governed by independent trustees and the related offices are being
converted to franchises. The Company estimates that Coldwell Banker is the
second largest provider of corporate employee relocation services in the United
States based on the number of transferred employees assisted. Coldwell Banker
entered the corporate relocation business in 1978. In 1995, it assisted in the
relocation of over 34,000 employees of over 230 corporate customers. As of March
31, 1996, Coldwell Banker employed 794 employees in its relocation business at
its corporate office and three regional offices.
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The Company's principal executive offices are located at 339 Jefferson Road,
Parsippany, New Jersey 07054 (telephone number: (201) 428-9700).
RISK FACTORS
Prior to making an investment decision with respect to the Common Stock
offered hereby, prospective investors should carefully consider the specific
factors set forth below, together with all of the other information appearing
herein, in light of their particular investment objectives and financial
circumstances.
Holding Company Structure
The Company has no significant operations other than those incidental to its
ownership of the capital stock of its subsidiaries. As a holding company, the
Company is dependent on dividends or other intercompany transfers of funds from
its subsidiaries to meet the Company's debt service and other obligations.
Claims of creditors of the Company's subsidiaries, including trade creditors,
will generally have priority as to the assets of such subsidiaries over the
claims of the Company and the holders of the Company's indebtedness.
Competition for New Franchise Properties and General Risks
of the Lodging and Residential Real Estate Brokerage Industries
As a franchisor, the Company's products are its brand names and the support
services it provides to its franchisees. Competition among national brand
franchisors in the lodging and residential real estate brokerage industries to
grow their franchise systems is intense. In addition, smaller chains pose some
degree of competitive pressure in selected markets. The Company believes that
competition for the sale of franchises in such industries is based principally
upon the perceived value and quality of the brand and services as well as the
nature of those services offered to franchisees. The Company believes that
prospective franchisees value a franchise based upon their view of the
relationship of conversion costs and future charges to the potential for
increased revenue and profitability.
The Company's revenue varies directly with franchisees' gross revenue, but is
not directly dependent upon franchisees' profitability. However, the Company
believes that the perceived value of its brand names to prospective franchisees
is in part a function of the success of its existing franchisees. The ability of
the Company's franchisees to compete in the lodging and residential real estate
brokerage industries is important to the Company's prospects because franchise
fees are based on franchisees' gross revenue. The Company's franchisees are
generally in intense competition with franchisees of other systems, independent
properties and realtors, and owner-operated chains. Competition in the lodging
business for hotel guests and in the residential real estate brokerage business
for house sales is based upon many factors, each of which may be more or less
important in a given market and location. A franchisee's success may also be
affected by general, regional and local economic conditions.
Regulation
The sale of franchises is regulated by various state laws as well as by the
Federal Trade Commission (the "FTC"). The FTC requires that franchisors make
extensive disclosure to prospective franchisees but does not require
registration. A number of states require registration or disclosure in
connection with franchise offers and sales. In addition, several states have
"franchise relationship laws" or "business opportunity laws" that limit the
ability of franchisors to terminate franchise agreements or to withhold consent
to the renewal or transfer of these agreements. While the Company's franchising
operations are not materially adversely affected by such existing regulations,
the Company cannot predict the effect any future legislation or regulation may
have on its business operations or financial condition. The Company's casino
marketing business is also subject to extensive government regulation and
licensing requirements. The Federal Real Estate Settlement Procedures Act and
state real estate brokerage laws restrict payments which real estate brokers may
receive in connection with the sale of residences. Such laws may to some extent
restrict preferred vendor arrangements involving the Company's real estate
brokerage franchisees.
Dependence on Ramada License Agreement
The Company franchises the Ramada brand names to lodging facility owners in
the United States pursuant to a license agreement from an indirect subsidiary of
New World Development Co., Ltd., a Hong Kong company ("New World"). The license
terminates in 2024, but the Company has the right to renew the license for up to
an additional 45 years. In addition, the license may be terminated by New World
for the failure on the part of the Company to satisfy certain conditions.
Termination of this license would result in the loss of the income stream from
franchising the Ramada brand names and, if such termination occurred prior to
its scheduled termination date, would result in the payment by the Company of
liquidated damages equal to three years of license fees. The license termination
provisions are such that the Company does not believe that it will
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have any difficulty complying with all of the material terms of the license
agreement; however, termination of such license, if it occurred, would have a
material adverse effect on the Company's business and financial condition and
would constitute an event of default under the Company's Credit Agreement, dated
as of December 16, 1993, among the Company, Chemical Bank, as agent, and the
banks signatories thereto (the "Credit Agreement").
Certain Anti-takeover Effects; Divestiture and Loss of Voting Rights
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation may have the effect of requiring a stockholder of the Company to
divest its shares of Common Stock or forfeit its voting rights in certain
circumstances where such stockholder's ownership of Common Stock would adversely
affect the Company's ability to secure requisite gaming related approvals or
comply with certain governmental requirements (the "Gaming Provisions"). The
Gaming Provisions may be deemed to have anti-takeover effects and may delay,
defer or prevent a takeover attempt that a stockholder might consider in its
best interest.
In addition, the Company's Board of Directors has the ability to establish by
resolution one or more series of preferred stock having such number of shares,
designation, relative voting rights, dividend rate, liquidation and other
rights, preferences and limitations as may be fixed by the Company's Board of
Directors, without any further stockholder approval. The issuance of a new
series of preferred stock could have the effect of making it more difficult for
a third party to acquire, or discouraging a third party from acquiring, a
majority of the outstanding voting stock of the Company. See "Description of the
Capital Stock -- Disqualified Stockholders."
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Common
Stock offered hereby.
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DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of the Company consists of 300,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred
Stock. As of June 10, 1996, 123,137,956 shares of Common Stock were issued and
outstanding and held of record by 339 stockholders. There are no shares of
Preferred Stock outstanding on the date hereof.
The Company's Amended and Restated Certificate of Incorporation and By-laws
provide that directors shall be removed from office only for cause at any time
by the affirmative vote of the holders of a majority of the shares entitled to
vote for the election of directors at any annual or special meeting of
stockholders for that purpose.
Common Stock
Holders of Common Stock are entitled to one vote for each share held of
record on all matters on which shareholders are entitled to vote. There are no
cumulative voting rights and holders of Common Stock have no preemptive rights.
All issued and outstanding shares of Common Stock are validly issued, fully paid
and non-assessable. Holders of Common Stock are entitled to such dividends as
may be declared from time to time by the Board of Directors out of funds legally
available for that purpose. Upon dissolution, holders of Common Stock are
entitled to share pro rata in the assets of the Company remaining after payment
in full of all its liabilities and obligations, including payment of the
liquidation preference, if any, of any preferred stock then outstanding.
Preferred Stock
The Board of Directors, without further action by the stockholders, is
authorized to issue Preferred Stock in one or more series and to designate as to
any such series the dividend rate, redemption prices, preferences on liquidation
or dissolution, conversion rights, voting rights and any other preferences, and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future. Issuance of a new series of
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions or other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of the
Company. The Company has no present plans to issue any new series of Preferred
Stock.
Section 203 of the Delaware General Corporation Law
Generally, Section 203 of the Delaware General Corporation Law (the "DGCL")
prohibits a publicly held Delaware corporation from engaging in any "business
combination" with an "interested stockholder" for a period of three years
following the time that such stockholder became an interested stockholder,
unless (i) prior to such time either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder is approved
by the board of directors of the corporation, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced, excluding,
for purposes of determining the number of shares outstanding, those shares owned
(A) by persons who are both directors and officers and (B) certain employee
stock plans, or (iii) at or after such time the business combination is approved
by the board and authorized at an annual or special meeting of stockholders, and
not by written consent, by the affirmative vote of at least 66 2/3 % of the
outstanding voting stock which is not owned by the interested stockholder. A
"business combination" includes certain mergers, consolidations, asset sales,
transfers and other transactions resulting in a financial benefit to the
interested stockholder. An "interested stockholder" is a person who, together
with affiliates and associates, owns (or within the preceding three years, did
own) 15% or more of the corporation's voting stock.
Limitations on Change of Control
The Company is a party to certain employment agreements, an earnout
agreement, the Credit Agreement and certain indentures, each of which contain
provisions with respect to a change in control of the Company. In addition,
certain provisions of the Company's Amended and Restated Certificate of
Incorporation may inhibit changes in control of the Company. See "Disqualified
Stockholders" and "Risk Factors--Certain Anti-takeover Effects; Divestiture and
Loss of Voting Rights".
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Disqualified Stockholders
The Company's Amended and Restated Certificate of Incorporation provides that
no holder of capital stock of the Company who: (1) beneficially owns five
percent or more of the outstanding capital stock of the Company and who has not
fully cooperated with the Company and/or any Gaming Authority with respect to
providing all requested information (including financial statements) relating to
such holder, responding to all inquiries and questions raised by the Company
and/or any Gaming Authority, consenting to relevant background investigations or
complying with any other requests of the Company and/or any Gaming Authority in
connection with any Gaming License; (2) is required by any Gaming Authority to
be qualified with respect to any Gaming License and who has neither been
qualified by nor obtained a waiver of qualification from each Gaming Authority
requiring qualification with respect to any Gaming License in a timely manner;
or (3) has been found to be disqualified or unsuitable with respect to any
Gaming License, which finding has not been reversed, vacated or superseded
(each, a "Disqualified Stockholder"), shall be entitled to vote, directly or
indirectly, any shares of capital stock of the Company beneficially owned by
such holder on any matter, and no shares of capital stock of the Company
beneficially owned by a Disqualified Stockholder shall be considered as
outstanding stock entitled to vote for any purpose.
A Disqualified Stockholder shall, upon the request of the Company, dispose of
such holder's publicly-traded capital stock of the Company within 10 days after
receipt of such request. Alternatively, the Company may, at its option, redeem
such Disqualified Stockholder's capital stock of the Company as provided in the
Company's Amended and Restated Certificate of Incorporation at the Redemption
Price.
Holders of capital stock of the Company shall be required to pay any costs
and investigative fees incurred in connection with any background investigation
by, or qualification or suitability application with, any Gaming Authority. Upon
becoming a Disqualified Stockholder, such holder shall have no further right to
exercise, directly or through any trustee or nominee, any right conferred by its
capital stock of the Company and no further right to receive any distribution
with respect to any such capital stock of the Company.
As used herein, the term "Gaming Authorities" includes all federal, state,
local or foreign government authorities and the National Indian Gaming
Commission or other tribal authorities which issue or grant any license or
approval necessary or appropriate for the lawful operation of gaming and related
businesses now or hereafter engaged in by the Company or its subsidiaries; the
term "Gaming License" means all licenses and other regulatory approvals
necessary for the lawful operation of gaming and related businesses now or
hereafter engaged in by the Company or any subsidiary within or without the
United States from the Gaming Authorities empowered to issue or grant Gaming
Licenses; and the term "Redemption Price" for a share of capital stock of the
Company means the average closing sale price during the 20-day period
immediately preceding the date of the notice of redemption of a share of such
capital stock on the composite tape for New York Stock Exchange Listed Stocks,
or if such stock is not quoted on the composite tape, on the New York Stock
Exchange, or if such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Exchange Act on which
such stock is listed, or if such stock is not listed on any such exchange, the
average last quoted price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market with respect to a share of such
capital stock during the 20-day period preceding the date of the notice of
redemption as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System or any similar system then in use, or if no such
quotations are available, the fair market value on the date of the call for
redemption of a share of such stock as determined by the Board of Directors of
the Company.
Transfer Agent
Chase Mellon Shareholder Services, L.L.C. is the Transfer Agent for the
Company's Common Stock.
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SELLING STOCKHOLDERS
Shares Beneficially Shares Beneficially
Owned Before the Owned After the
Offering Offering
------------------- -------------------
Shares to
Number(1) Percent be sold(1) Number Percent
David F. Greene, Sr. (2,3) 27,400 *% 27,400 0 0
David F. Green Charitable 6,500 *% 6,500
Remainder Unitrust(3)
Bertram H. Witham, Jr. (2) 52,500 *% 52,500 0 0
J. Russell Lipford, Jr.(2,4,5) 30,700 *% 30,700 0 0
J. Russell Lipford, Jr. 6,500 *% 6,500
Charitable Remainder
Unitrust(5)
Kenneth D. Rodgers (2) 35,354 *% 14,000 21,354 *%
South Georgia United Methodist 2,400 *% 2,400 0 0
Foundation, Inc.(4)
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* less than 1%
(1) The number of shares have been adjusted to reflect the two-for-one stock
split effected in the form of a stock dividend paid on February 14, 1996 to
stockholders of record on January 30, 1996.
(2) Pursuant to the October, 1994 Agreement and Plan of Reorganization between
Villager Franchise Systems, Inc. ("Villager Systems"), a Georgia
corporation, and the Company, the Company entered into a Registration
Rights Agreement relating to the 70,000 shares of Common Stock that were
distributed to the shareholders of Villager Systems in November, 1994 in
connection with the Company's acquisition of the Villager franchise system.
Kenneth D. Rodgers, formerly President of Villager Systems, is the
President of Villager Franchise Systems, Inc. ("VFS"), a Delaware
corporation and wholly owned subsidiary of the Company.
(3) On May 31, 1996, David F. Greene transferred 6,500 shares of Common Stock
to David F. Green Charitable Remainder Unitrust, of which David F. Green,
Sr. is the Trustee.
(4) David F. Green, Sr. and J. Russell Lipford, Jr. donated 300 shares and 400
shares, respectively, of Common Stock to the South Georgia United Methodist
Foundation, Inc. ("SGUMF") on December 29, 1995 and 500 shares each to
SGUMF on May 31, 1996.
(5) On May 31, 1996, J. Russell Lipford, Jr. transferred 6,500 shares of Common
Stock to J. Russell Lipford, Jr. Charitable Remainder Unitrust, of which J.
Russell Lipford is the Trustee.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Common Stock being offered hereby in
any of three ways through: (i) agents; (ii) underwriters; or (iii) dealers.
Offers to purchase Common Stock may be solicited by an agent designated by
the applicable Selling Stockholder from time to time. Such agent involved in the
offer or sale of the Common Stock in respect of which this Prospectus is
delivered may be deemed to be an underwriter as that term is defined in the
Securities Act. Unless otherwise indicated in a Prospectus Supplement, such
agent will be acting on a reasonable efforts basis for the period of its
appointment. The agent may be entitled under agreements which may be entered
into with the Company and the applicable Selling Stockholder to indemnification
against certain civil liabilities, including liabilities under the Securities
Act, and may engage in transactions with or perform services for the Company or
the applicable Selling Stockholder in the ordinary course of business.
If an underwriter is utilized in the sale of the Common Stock in respect of
which this Prospectus is delivered, the Company and the applicable Selling
Stockholder will enter into an underwriting agreement with such underwriter at
the time of sale to it and the name of the underwriter and the terms of the
transaction will be set forth in a Prospectus Supplement, which will be used by
the underwriter to make resales of the Common Stock in respect of which this
Prospectus is delivered to the public. The underwriter may be entitled, under
the relevant underwriting agreement, to indemnification by the Company and the
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applicable Selling Stockholder against certain liabilities, including
liabilities under the Securities Act, and may engage in transactions with or
perform services for the Company and or applicable Selling Stockholder in the
ordinary course of business.
If a dealer is utilized in the sale of the Common Stock in respect of which
the Prospectus is delivered, the applicable Selling Stockholder will sell such
Common Stock to the dealer, as principal. The dealer may then resell such Common
Stock to the public at varying prices to be determined by such dealer at the
time of resale. The dealer may be entitled to indemnification by the Company and
the applicable Selling Stockholder against certain liabilities, including
liabilities under the Securities Act, and may engage in transactions with or
perform services for the Company or the applicable Selling Stockholder in the
ordinary course of business.
If so indicated in a Prospectus Supplement, the applicable Selling
Stockholder will authorize the agent, underwriter or dealer to solicit offers by
certain purchasers to purchase the Common Stock from the applicable Selling
Stockholder at the public offering price as set forth in such Prospectus
Supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Such contracts will be subject to
only those conditions set forth in the Prospectus Supplement, and the Prospectus
Supplement will set forth the commission payable for solicitation of such
offers.
The underwriter, agent or dealer utilized in the sale of Common Stock will
not confirm sales to accounts over which they exercise discretionary authority.
LEGAL OPINIONS
The validity of the Common Stock offered hereby have been passed on for the
Company by Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, New
York 10022.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the HFS Incorporated
Annual Report on Form 10-K for the year ended December 31, 1995 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports which are incorporated herein by reference and have been so incorporated
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
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, which appear in the
Form 8-K dated April 5, 1996 of HFS Incorporated, are incorporated herein by
reference, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
The consolidated balance sheets of Century 21 Real Estate Corporation (a
wholly-owned subsidiary of Met Life) and its 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, which appear in
the Form 8-K dated August 8, 1995 of HFS Incorporated (formerly Hospitality
Franchise Systems, Inc.), are incorporated herein by reference, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The financial statements of Century 21 of Southwest, Inc., (an "S"
corporation) as of and for the years ended March 31, 1995 and 1994, which appear
in the Form 8-K dated February 16, 1996 of HFS Incorporated have been
incorporated by reference herein in reliance upon the report dated May 15, 1995,
of Toback CPAs, P.C., independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as expert in accounting
and auditing.
The financial statements of Century 21 of Eastern Pennsylvania, Inc. (an "S"
corporation) as of and for the years ended April 30, 1995 and 1994, which appear
in the Form 8-K dated February 16, 1996 of HFS Incorporated have been
incorporated by reference herein in reliance upon the report dated June 22,
1995, of Woolard, Krajnik, & Company, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as expert
in accounting and auditing.
The financial statement of Century 21 Real Estate of the Mid-Atlantic States,
Inc. as of and for the years ended December 31, 1994 and 1993, which appear in
the Form 8-K dated February 16, 1996 of HFS Incorporated have been incorporated
by reference herein in reliance upon the report dated May 11, 1995, of Beers &
Cutler, independent public accountants, incorporated by reference herein, and
upon the authority of said firm as expert in accounting and auditing.
9
<PAGE>
The consolidated financial statements of Century 21 Region V, Inc. as of and
for the year ended July 31, 1995, which appear in the Form 8-K dated February
16, 1996 of HFS Incorporated have been incorporated by reference herein in
reliance upon the report dated January 12, 1995, of White, Nelson & Co. LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as expert in accounting and auditing.
The consolidated financial statements of Electronic Realty Associates, Inc.
for the years ended December 31, 1994 and 1993, included in the HFS Incorporated
Current Report on Form 8-K dated February 16, 1996, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Electronic Realty Associates, L.P.
for the years ended December 31, 1995 and 1994, included in the HFS Incorporated
Current Report on Form 8-K dated April 5, 1996, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The consolidated balance sheets of Coldwell Banker Corporation and
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of operations, stockholders' equity (deficiency) and cash flows for
each of the two years in the period ended December 31, 1995, which appear in the
Form 8-K dated May 8, 1996 of HFS Incorporated have been incorporated by
reference herein in reliance upon the report dated February 27, 1996 of Coopers
& Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.
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 (formerly Coldwell Banker
Residential Holding Company and subsidiaries) have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
10
<PAGE>
-----------------------------------------------
No dealer, salesperson or other individual has been authorized to give any
information or make any representations other than those contained in this
Prospectus in connection with the offering described herein, and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities other than those
specifically offered hereby or of any securities offered hereby in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation in such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time subsequent to
its date.
-----------------------
TABLE OF CONTENTS
Page
Incorporation of Certain Documents by
Reference..............................................................2
The Company..............................................................3
Risk Factors.............................................................4
Description of Capital Stock.............................................6
Selling Stockholders.....................................................8
Plan of Distribution.....................................................8
Legal Opinions...........................................................9
Experts..................................................................9
----------------------------
HFS Incorporated
Common Stock
---------------------------
PROSPECTUS
---------------------------
June 19, 1996
---------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Filing Fee..........$ 77,360
Printing and Engraving Expenses .........................75,000
Accounting Fees and Expenses.............................75,000
Blue Sky Fees and Expenses...............................25,000
Legal Fees and Expenses.................................100,000
Miscellaneous............................................10,000
Total Expenses............................. $ 362,360
The Company will pay all fees and expenses associated with filing the
Registration Statement.
Item 15. Indemnification of Directors and Officers.
The Company 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 who was or is a party or is threatened to
be made a party to any threatened, pending or completed action 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 interest 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
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
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 Company's Amended and Restated Certificate
of Incorporation provides for the elimination of personal liability of a
director for breach of fiduciary duty as permitted by Section 102(b)(7) of the
GCL, and provides that the Company shall indemnify its directors and officers to
the full extent permitted by Section 145 of the GCL.
The Company maintains at its expense, a policy of insurance which insures
its Directors and Officers, subject to certain exclusions and deductions as are
usual in such insurance policies, against certain liabilities which may be
incurred in those capacities.
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
Exhibit No. Description
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom regarding the legality of
the Securities being registered 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 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 Coopers & Lybrand L.L.P. relating to the financial statements
of Coldwell Banker Corporation and subsidiaries.
23.10* Consent of Deloitte & Touche LLP to the financial statements of Coldwell
Banker Corporation and subsidiaries (formerly Coldwell Banker Residential
Holding Company and subsidiaries).
23.11*Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.1).
24.1*Power of attorney (included in the signature page to the Registration
Statement).
- --------
* Previously Filed
<PAGE>
Item 17. Undertakings.
(a) The undersigned 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, to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
<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 Post-Effective
Amendment No. 1 to the Registration Statement, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Parsippany, State of New
Jersey, on June 19, 1996.
HFS INCORPORATED
By: /S/ JAMES E. BUCKMAN
James E. Buckman
Executive Vice President,
General Counsel and Director
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.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on June 19, 1996.
Signature Title
*___________________
(Henry R. Silverman) Chairman of the Board, Chief Executive Officer and
Director (Principal Executive Officer)
*__________________
(John D. Snodgrass) President, Chief Operating Officer and Director
*__________________
(Stephen P. Holmes) Executive Vice President, Chief Financial Officer,
Treasurer and Director (Principal Financial Officer
and Principal Accounting Officer)
/s/ James E. Buckman
(James E. Buckman) Executive Vice President, General Counsel and
Director
___________________
(Robert F. Smith) Director
___________________
(Leonard Schutzman) Director
*__________________
(Martin L. Edelman) Director
*__________________
(Robert W. Pittman) Director
___________________
(Roger J. Stone, Jr.) Director
*__________________
(Robert E. Nederlander) Director
*By:/s/ James E. Buckman
James E. Buckman
Attorney-in-Fact
<PAGE>
