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 12, 1997 (December 10, 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)
(201) 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 December 10, 1997, HFS Incorporated (the "Company") announced that it had
entered into a definitive agreement to acquire Providian Auto and Home Insurance
Company and its subsidiaries from an Aegon N.V. subsidiary for approximately
$219 million in cash. Providian sells automobile insurance to consumers through
direct response marketing in 45 states and the District of Columbia. The closing
of this transaction is subject to customary conditions, including regulatory
approval and is anticipated to occur in the spring of 1998. 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 Providian Auto
and Home Insurance Company for $219 million in cash dated
December 10, 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 12, 1997
<PAGE>
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated December 12, 1997 (December 10, 1997)
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release: HFS Incorporated Agrees to Acquire Providian
Auto and Home Insurance Company for $219 million in cash dated
December 10, 1997.
EXHIBIT 99.1
PRESS RELEASE
HFS INCORPORATED AGREES TO ACQUIRE PROVIDIAN AUTO AND
HOME INSURANCE COMPANY FOR $219 MILLION IN CASH
Will Take Advantage of the Core Competencies
of the Soon-To-Be Formed Cendant Corporation
PARSIPPANY, NJ, December 10, 1997 - HFS Incorporated (NYSE: HFS) announced
today it has executed a definitive agreement to acquire Providian Auto and Home
Insurance company and its subsidiaries from an AEGON N.V. subsidiary for
approximately $219 million in cash. Closing is subject to receipt of required
regulatory approval and other customary conditions and is anticipated in early
1998.
Providian sells automobile insurance to consumers through direct response
marketing in 45 states and the District of Columbia. The private passenger
automobile insurance market totals over $100 billion of which direct marketing,
representing 10% of this total, is the fastest growing distribution channel.
Providian's premium revenue is approximately $150 million.
HFS Vice Chairman and CFO, Michael P. Monaco said, "The acquisition of
Providian will clearly take advantage of the new Cendant Corporation's direct
marketing core competencies and is anticipated to be immediately additive to
earnings. It should generate numerous opportunities to market automobile
insurance to all of our existing vehicle events such as the rental car and fleet
management businesses, as well as CUC's bank, credit union and AutoVantage
customers and other Cendant affinity groups."
Providian is headquartered in Frazer, PA. After the merger of HFS and CUC
to form Cendant, it is anticipated that Providian will report to Vince
D'Agostino, president of CUC's subsidiary, Benefit Consultants, Inc.
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.
