SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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December 5, 1997 (November 24, 1997)
(Date of Report (date of earliest event reported))
HFS Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 1-11402 22-3059335
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of principal executive office) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if applicable)
<PAGE>
Item 5. Other Events
On November 24, 1997, HFS Incorporated (the "Company") announced that it had
entered into a definitive agreement to acquire The Harpur Group Ltd., a leading
fuel card and vehicle management company in the United Kingdom, from H-G
Holdings, Inc. for approximately $186 million in cash, plus future contingent
payments of up to $20 million over the next two years. The closing of this
transaction is subject to customary conditions, including regulatory approval.
The information set forth in the press release attached hereto as Exhibit 99.1
is incorporated herein by reference in its entirety.
Item 7. Exhibits
Exhibit
No. Description
99.1 Press Release: HFS Incorporated Agrees to Acquire Harpur Group
Ltd. dated November 24, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HFS INCORPORATED
By: /s/ James E. Buckman
James E. Buckman
Senior Executive Vice President
and General Counsel
Date: December 5, 1997
<PAGE>
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated December 5, 1997 (November 24, 1997)
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release: HFS Incorporated Agrees to Acquire Harpur Group
Ltd. dated November 24, 1997.
EXHIBIT 99.1 PRESS RELEASE
HFS INCORPORATED AGREES TO ACQUIRE HARPUR GROUP LTD.
Deal Valued at $206 Million; Will be Immediately Accretive to Earnings
PARSIPPANY, NJ, November 24, 1997 - HFS Incorporated (NYSE: HFS) announced
today it has executed a definitive agreement to acquire The Harpur Group Ltd., a
leading fuel card and vehicle management company in the UK, from privately held
H-G Holdings, Inc. for approximately $186 million in cash plus future contingent
payments of up to $20 million over the next two years. Closing is subject to
regulatory approval and is anticipated in early 1998.
Based in Trowbridge, UK, The Harpur Group provides fuel card services in
the United Kingdom, offering the Dialcard and Overdrive fuel card brands. The
company also serves the vehicle management market which includes the provision
of fleet, maintenance and accident management services.
Henry R. Silverman, HFS Chairman and CEO, said, "With about 350,000 active
fuel cards accepted at more than 12,000 petrol stations in the UK, The Harpur
Group will be a strong strategic fit within our existing fuel card fleet
management businesses and will be immediately accretive to our earnings per
share. Combined with our PHH fleet management operations, we will create a
network of over 900,000 fuel cards and a fleet of 275,000 vehicles in the UK."
The transaction does not include Harpur's Australian fuel card business or
its private label card processing business, based in Sophia Antipolis, France.
Both businesses will be retained by H-G Holdings, Inc. within a newly formed
business unit, International Card Enterprises.
HFS Incorporated is a global provider of real estate and travel services.
The Company is the world's largest franchisor of residential real estate
brokerage offices, provides mortgage services to consumers and is a global
leader in corporate employee relocation. Within the travel sector of the
economy, HFS is the largest franchisor of hotels and rental car agencies,
leading provider of vacation timeshare exchanges and is the second largest
vehicle management company worldwide. In May, the Company announced that it
would merge with CUC International (NYSE: CU). The merger is expected to close
in the fall of this year.
