Amendment to Pricing Supplement Dated August 19, 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: $100,000,000 Trade date: August 19, 1998
Currency or Currency Unit: US Dollars Original Issue Date: August 24, 1998
Issue Price: 100% Agent's Discount or Commission: 0.0375%
Net Proceeds to Issuer: $99,962,500 Agent (s): Merrill Lynch & Co.
Maturity Date: August 24, 1999 CUSIP Number: 69332H FV 3
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Interest:
Fixed Rate:
Floating Rate:
Base Rate: [ ] Commercial Paper Rate [ ] CD Rate [ ] Federal Funds Effective Rate
[X] LIBOR [ ] Treasury Rate [ ] Prime Rate [ ] Other
( ) Reuters Page: (see attached)
( X ) Telerate Page: 3750
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Spread: plus .13%, unless adjusted as described below.
Initial Interest Rate: To be determined August 20, 1998
Interest Reset Dates: Quarterly, November 24, 1998, February 24, 1999,
May 24, 1999, August 24, 1999 or next Business Day
Interest Determination Date: Two London Banking Days prior to Interest Reset
Date
Interest Payment Dates: Quarterly, November 24, 1998, February 24, 1999,
May 24, 1999, August 24, 1999 or next Business Day
Index Maturity: 3 Month
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: February 24, 1999
Initial Redemption Price: 100 %
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: February 24, 1999
Repayment Price: 100%
Spread Determination Date: February 16, 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 February 24, 1999 will be plus .13%.
The spread applicable to the Notes during the period from and including February
24, 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 plus .13%.
If the Company does not elect to redeem the Notes on February 24, 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.
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