PHH CORP
NT 11-K, 1998-06-29
AUTO RENTAL & LEASING (NO DRIVERS)
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25
                         Commission File Number 1-07797

                                            NOTIFICATION OF LATE FILING

(Check One):  o   Form 10-K     X Form 11-K   o   Form 20-F      o   Form 10-Q
              o   Form N-SAR
              For Period Ended:         December 31, 1997
o Transition Report on Form 10-K             o   Transition Report on Form 10-Q
o Transition Report on Form 20-F             o   Transition Report on Form N-SAR
o Transition Report on Form 11-K
         For Transition Period Ended: 


     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:


                                     PART 1
                             REGISTRANT INFORMATION

Full name of registrant 
                    PHH Corporation Employee Investment Plan
Form name if applicable
                                    Form 11-K

Address of principal executive office (Street and number)
                                  6 Sylvan Way


City, state and zip code 
                          Parsippany, New Jersey 07054

                                     PART II
                            RULES 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

     (a) The reasons  described  in  reasonable  detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;
X    (b) The subject annual report, semi-annual report, transition report on
         Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th calendar day following the  prescribed  due date;
         or the subject  quarterly report or transition  report on Form 10-Q, or
         portion  thereof  will be filed on or  before  the fifth  calendar  day
         following the prescribed due date; and
     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
         has been attached if applicable.









<PAGE>


                                    PART III
                                    NARRATIVE

     As a result of changes in personnel responsible for record keeping and Plan
     financial  reporting at Cendant  Corporation  (the "Company") in connection
     with:  (i) the merger of HFS  Incorporated  ("HFS") and PHH  Corporation in
     April 1997; (ii) the merger of HFS and CUC  International  Inc. in December
     1997; (iii) a recent  reorganization of certain accounting functions within
     the Company and (iv) the merger of the PHH Corporation  Employee Investment
     Plan into the Cendant Corporation Employee Savings Plan on May 1, 1998, the
     Form 11-K due June 29, 1998 could not be filed without  unreasonable effort
     and expense.

                                     PART IV
                                OTHER INFORMATION

     (1) Name and telephone number of person to contact in regard to this
         notification
         Eric J.  Bock   (973)     496-7207
        (Name)        (Area Code) (Telephone  Number) 
     (2) Have all other periodic reports required under Section 13 or 15(d) of 
the Securities Exchange Act
of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter  period that the  registrant  was required to file
such report(s) been filed? If the answer is no, identify report(s).
                                                                   X Yes   o  No
     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                                                   o Yes   X  No
     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.
                                       N/A
                                       -
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date      June 29, 1998                          By   /s/ Terry Kridler
                                                      Trustee






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