SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 6, 1997 (May 27, 1997)
Date of Report (Date Of Earliest Event Reported)
PHH CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
Maryland
(State Or Other Jurisdiction Of Incorporation)
1-7797 52-0551284
(Commission File Number) (IRS Employer Identification No.)
11333 McCormick Road
Hunt Valley, Maryland 21031
(Address Of Principal Executive Offices) (Zip Code)
(410) 771-3600
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On May 27, 1997, HFS Incorporated, a Delaware
corporation ("HFS") and the sole stockholder of PHH
Corporation (the "Registrant"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with CUC
International Inc., a Delaware corporation ("CUC").
Pursuant to the Merger Agreement, HFS will be
merged with and into CUC (the "Merger"), with CUC
continuing as the surviving corporation and the sole
stockholder of the Registrant. The Merger Agreement
contains certain covenants by HFS that generally require
the Registrant to conduct its operations during the
period prior to the Merger in the ordinary course of
business consistent with past practice.
Consummation of the Merger is subject to
customary regulatory approvals and the respective
approval of the stockholders of HFS and CUC. The Merger
is expected to be consummated in the Fall of 1997.
The information set forth above is qualified in
its entirety by reference to the Merger Agreement and the
press release announcing the Merger, copies of which are
attached as Exhibits 2.1 and 99.4, respectively, to the
Current Report on Form 8-K for HFS, dated as of May 28,
1997, and which documents are incorporated herein by
reference.
SIGNATURE
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
hereunder duly authorized.
Dated: June 6, 1997
PHH CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Executive Vice President
