Pricing Supplement Dated September 10, 1998 Rule 424 (b) (3)
(To Prospectus dated March 2, 1998 and File No. 333-45373
Prospectus Supplement dated March 2, 1998)
PHH CORPORATION
MEDIUM-TERM NOTES
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Principal Amount: $90,000,000 Trade date: September 10, 1998
Currency or Currency Unit: US Dollars Original Issue Date: September 16, 1998
Issue Price: 100% Agent's Discount or Commission: 0.0375%
Net Proceeds to Issuer: $89,966,250 Agent (s): Merrill Lynch & Co.
Maturity Date: September 16, 1999 CUSIP Number: 69332H FX 9
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Interest:
Fixed Rate:
Floating Rate:
Base Rate: [ ] Commercial Paper Rate [ ] CD Rate [ ] Federal Funds Effective Rate
[ ] LIBOR [ ] Treasury Rate [X] Prime Rate [ ] Other
( ) Reuters Page: (see attached)
( ) Telerate Page: _________
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Spread: minus 2.675%, unless adjusted as described below.
Initial Interest Rate: To be determined September 15, 1998
Interest Reset Dates: Each Business Day to but Excluding the Maturity Date
Interest Determination Date: One Business Day prior to Interest Reset Date
Interest Payment Dates: December 16,1998, March 16, 1999, June 16, 1999,
September 16, 1999 (or next Business Day)
Index Maturity: N/A
Day Count Convention: [X] Actual/360 [ ] Actual/Actual [ ] 30/360
Option to Receive Payments in Specified Currency: [ ] Yes [ ] No
Redemption:
[ ] The Notes may not be redeemed prior to maturity, except as set forth
in the Prospectus.
[X] The Notes may be redeemed, in whole only, prior to maturity, at the
option of the Company, with no more than 30 nor less than 8 calendar
days notice.
Initial Redemption Date: March 16, 1999
Initial Redemption Price: 100 %
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Annual Redemption Price Reduction: _________________ % until Redemption Price
is 100% of the Principal Amount
Repayment:
[ ] The Notes may not be repaid prior to maturity, except as set forth in
the Prospectus.
[X] The Notes may be repaid prior to maturity at the option of the
Holders, with no more than 30 nor less than 5 calendar days notice.
Repayment Date: March 16, 1999
Repayment Price: 100%
Spread Determination Date: March 8, 1999
Discount Note: [ ] Yes [X] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [X] Global [ ] Certificated
Agent's Capacity: [ ] Agent [X] Principal
If as Principal:
[X] The Agent proposes to offer the Notes from time to time for resale in
negotiated transactions or otherwise, at market prices prevailing at
the time of resale, at prices related to such prevailing market prices
or at negotiated prices.
[ ] The Agent proposes to offer the Notes at a fixed initial public
offering price of % of Principal Amount.
If as Agent:
The Notes are being offered at a fixed initial public offering price of
_____________% of Principal Amount.
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Other Terms:
The spread applicable to the Notes during the period from and including
the Original Issue Date, to but excluding March 16, 1999 will be minus 2.675%.
The spread applicable to the Notes during the period from and including March
16, 1999 to but excluding the Maturity Date (the "Subsequent Spread Period")
will be the spread as determined by the Company as of 11:00AM New York City time
on the Spread Determination Date. If the spread with respect to the Subsequent
Spread Period is not determined by 3:00PM on the Spread Determination Date, the
spread applicable to the Subsequent Spread Period will be minus 2.675%.
If the Company does not elect to redeem the Notes on March 16, 1999, the
Company will pay the Agent a fee equal to 0.0375% of the principal amount of the
Notes offered hereby, which remain outstanding on such date.
The Agents from time to time perform investment banking and other
financial services for the Company and its affiliates, including its parent
company, Cendant Corporation ("Cendant"). Federal class action lawsuits have
been commenced against Cendant and others alleging securities law violations in
connection with public statements relating to Cendant's common stock and its
public offering of FELINE PRIDES ("PRIDES") on February 24, 1998. Merrill Lynch,
Pierce, Fenner, & Smith Incorporated, as an underwriter of the PRIDES offering,
is or may be named as a defendant in certain of these cases.
