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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
JACKSON HEWITT INC.
(Name of subject company [Issuer])
HJ ACQUISITION CORP.
CENDANT CORPORATION
(Bidders)
COMMON STOCK, $.02 PAR VALUE
(Title of Class and Securities)
468201-10-8
(CUSIP Number of Class of Securities)
JAMES E. BUCKMAN, ESQ.
CENDANT CORPORATION
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
(973) 428-9700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SCHEDULES 14D-1 AND 13D
CUSIP No. 468201-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HJ Acquisition Corp.
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
AF
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 6,442,154
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 6,442,154
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,442,154
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 95.6% of the Shares outstanding
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
SCHEDULES 14D-1 AND 13D
CUSIP No. 468201-10-8
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cendant Corporation (successor by merger to HFS Incorporated)
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
WC or BK
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 6,442,154
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY -0-
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 6,442,154
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
-0-
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,442,154
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Approximately 95.6% of the Shares outstanding
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
CO
_________________________________________________________________
This Amendment amends the combined Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D initially filed on November
25, 1997 (as amended, the "Statement") by HFS Incorporated, a Delaware
corporation (the "Parent"), and its wholly owned subsidiary HJ
Acquisition Corp., a Virginia corporation (the "Purchaser"), relating to
the Purchaser's tender offer for all of the outstanding shares of common
stock, par value $.02 per share, of Jackson Hewitt Inc., a Virginia
corporation. Cendant Corporation is the successor by merger to Parent.
Unless otherwise defined herein, all capitalized terms used herein shall
have the respective meanings given such terms in the Statement.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended to add the following:
Following expiration of the Offer at 5:00 p.m., New York City
Time, on January 5, 1998, the Purchaser accepted for payment all Shares
validly tendered and not withdrawn pursuant to the Offer. The Purchaser
has been informed by the Depositary that, after giving effect to Shares
tendered pursuant to the guaranteed delivery procedures, 6,442,154
Shares, representing approximately 95.6 percent of the outstanding
Shares, were validly tendered and not withdrawn pursuant to the Offer.
Item 11. Material To Be Filed as Exhibits.
Item 11 is hereby amended to add the following:
(a)(10) Text of press release, dated January 6, 1998.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 6, 1998
HJ ACQUISITION CORP.
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Vice President and Secretary
CENDANT CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Senior Executive Vice President &
General Counsel
EXHIBIT INDEX
Exhibit No. Description
(a)(10) Text of press release, dated January 6, 1998.
CENDANT CORPORATION COMPLETES TENDER OFFER
FOR JACKSON HEWITT INC.
STAMFORD, CT AND PARSIPPANY, NJ, JANUARY 6,
1998 - Cendant Corporation (NYSE: CD) announced today
that it has completed its tender offer for all
outstanding shares of Jackson Hewitt Inc. (JTAX) common
stock at $68.00 per share. The tender offer expired at
5:00 p.m. yesterday. Cendant Corporation has been
advised by the depositary for the tender offer that as of
the expiration of the offer approximately 6,442,154
shares of JTAX common stock were validly tendered and not
withdrawn (including 86,674 shares tendered pursuant to
the procedures for guaranteed delivery), representing
95.6% of total shares outstanding. As previously
announced, Cendant Corporation plans to acquire the
remaining Jackson Hewitt common shares at $68.00 per
share through a cash merger, expected to be completed
shortly.
Jackson Hewitt is the second largest tax
preparation service system in the United States with
locations in 41 states. The company franchises a system
of approximately 2,050 offices that specialize in
computerized preparation of federal and state individual
income tax returns. There are over 114 million tax
returns filed annually in the United States with more
than 50 percent prepared by a paid service. The Jackson
Hewitt system currently has a 1 percent share of total
tax returns. H&R Block is the country's largest tax
preparation service with a 12 percent market share.
Cendant Corporation is a global provider of
consumer and business services, and operates in three
principal segments: Membership, Travel and Real Estate
Services. In Membership Services, Cendant provides
access to travel, shopping, auto, dining and other
services through more than 73 million memberships
worldwide. In Travel Services, Cendant is the leading
franchisor of hotels and rental car agencies worldwide,
the premier provider of vacation exchange services and
the second largest fleet management company. In Real
Estate Services, Cendant is the world's premier
franchisor of residential real estate brokerage offices,
a major provider of mortgage services to consumers and a
global leader in corporate employee relocation. A
pioneer in interactive shopping, Cendant is a major
online commerce facilitator, with more than $1 billion in
yearly sales through its netMarket and other interactive
services.
INVESTOR CONTACT: PRESS CONTACT:
Laura P. Hamilton Elliot Bloom
Senior Vice President, VP, Public Relations
Corporate Communications (973) 496-8414
(203) 965-5114