SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHH Corporation
(Exact name of registrant as specified in its charter)
Maryland 1-7797 52-0551284
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification No.)
11333 McCormick Road, Hunt Valley, MD 21031
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Preferred Share Purchase Rights Name of each exchange on which
each class is to be registered
New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
Title of each class
to be so registered:
None
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The registrant hereby amends Item 1 of its Registration
Statement on Form 8-A, dated March 25, 1996, by adding the information set forth
below. The registrant also amends Item 2 by adding the First Amendment to the
Rights Agreement as Exhibit 2.
Item 1. Description of Registrant's Securities to be Registered.
Amendment to the Rights Agreement
On November 10, 1996, HSF Incorporated ("HSF"), Mercury Acq.
Corp., a wholly-owned subsidiary of HSF ("Mercury"), and the Company entered
into an Agreement and Plan of Merger, dated as of November 10, 1996 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of
Mercury with and into the Company whereupon the Company will become a
wholly-owned subsidiary of HSF.
In connection with the Merger Agreement, the Company and First
Chicago Trust Company of New York, as Rights Agent, entered into the First
Amendment (the "Amendment") to the Rights Agreement, dated as of November 13,
1996. The Amendment provides, among other things, that (A) none of the approval,
execution or delivery of the Merger Agreement or the consummation of the Merger
and the other transactions contemplated thereby will cause (i) HSF or Mercury or
any of their affiliates or associates to be deemed an Acquiring Person, (ii) a
Share Acquisition Date to occur, (iii) a Distribution Date to occur or (iv) a
Triggering Event and (B) the Rights shall expire immediately prior to the
effective time of the Merger.
A copy of the Amendment is available free of charge from the
Company. This summary description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is hereby incorporated herein by reference.
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Item 2. Exhibits
Exhibit No. Description
*(1) Rights Agreement between the Company and First Chicago Trust
Company of New York, as Rights Agent, dated as of March 15,
1996 which includes as Exhibit A the Form of Right
Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as practicable
after the earlier of the twentieth business day following
announcement that a person or group has acquired beneficial
ownership of 20% or more of the Common Shares or the
twentieth business day after a person commences or announces
its intention to commence an offer the consummation of which
would result in a person beneficially owning 20% or more of
the Common Shares.
(2) First Amendment to the Rights Agreement, dated as of November
13, 1996, between the Company and First Chicago Trust Company
of New York, as Rights Agent (filed as Exhibit 2 to the
Company's Current Report on Form 8-K filed on November 14,
1996).
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* Previously filed as an exhibit to the Registration Statement.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
PHH CORPORATION
Date: November 14, 1996 By: /s/ Samuel H. Wright
---------------------
Name: Samuel H. Wright
Title: Vice President
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EXHIBIT INDEX
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Exhibit Page No.
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*1. Rights Agreement between the Company and First Chicago Trust Company
of New York, as Rights Agent, dated as of March 15, 1996 which
includes as Exhibit A the Form of Right Certificate. Pursuant to the
Rights Agreement, Right Certificates will not be mailed until as soon
as practicable after the earlier of the twentieth business day
following announcement that a person or group has acquired beneficial
ownership of 20% or more of the Common Shares or the twentieth
business day after a person commences or announces its intention to
commence an offer the consummation of which would result in a person
beneficially owning 20% or more of the Common Shares.
2. First Amendment to the Rights Agreement, dated as of November 13,
1996, between the Company and First Chicago Trust Company of
New York, as Rights Agent (filed as Exhibit 2 to the Company's
Current Report on Form 8-K filed on November 14, 1996).
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* Previously filed as an exhibit to the Registration Statement.
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