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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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NOVEMBER 17, 2000
(NOVEMBER 11, 2000)
(Date of Report (date of earliest event reported))
PHH CORPORATION
(Exact name of Registrant as specified in its charter)
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MARYLAND 1-7797 52-0551284
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification Number)
organization)
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6 SYLVAN WAY 07054
PARSIPPANY, NEW (Zip Code)
JERSEY
(Address of principal
executive office)
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(973) 428-9700
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 11, 2000, Cendant Corporation ("Cendant"), PHH Corporation
("PHH") and Avis Acquisition Corp. (collectively, "the Company") entered into an
Agreement and Plan of Merger ("Merger Agreement") with Avis Group
Holdings, Inc. ("Avis") to acquire all of the outstanding shares of Avis not
currently owned by Cendant at price of $33 per share in cash.
The acquisition is subject to, among other things, approval of a majority of
the votes cast by the shareholders of Avis who are unaffiliated with the Company
and also customary regulatory approvals. The acquisition is expected to be
completed during the first quarter of 2001, although there can be no assurance
that all required approvals will be obtained by such time. The acquisition will
be accounted for as a purchase.
The acquisition will be made by a subsidiary of PHH. The consumer car rental
business, Avis Rent a Car, will be distributed to a Cendant subsidiary not
within PHH's ownership structure. After the acquisition and the distribution of
the consumer car rental business, PHH will own and operate the Vehicle
Management and Leasing business as well as the Wright Express fuel card
business.
The Company estimates that the total amount of funds required to purchase
all of the outstanding shares of Avis not currently owned by Cendant and pay
related costs will be approximately $967 million. In addition, the acquisition
entails the assumption of approximately $7.3 billion of net debt of Avis.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement incorporated herein as
Exhibit 2.1.
See Exhibits 99.1 and 99.2 for financial statements of Avis and pro forma
financial information giving effect to the acquisition of Avis, respectively.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
See Exhibit 99.1 attached hereto for Financial Statements of Avis Group
Holdings, Inc.
(b) Pro Forma Financial Information.
See Exhibit 99.2 attached hereto for Pro Forma Financial Information
giving effect to the acquisition of Avis Group Holdings, Inc.
(c) Exhibits.
See Exhibit Index.
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SIGNATURES
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 hereunto duly authorized.
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PHH CORPORATION
/S/ DUNCAN H. COCROFT
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Duncan H. Cocroft
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
/s/ JOHN T. MCCLAIN
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John T. McClain
SENIOR VICE PRESIDENT, FINANCE AND
CORPORATE CONTROLLER
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Date: November 17, 2000
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PHH CORPORATION
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among Cendant
Corporation, PHH Corporation, Avis Acquisition Corp. and
Avis Group Holdings Inc., dated as of November 11, 2000
(incorporated by reference to PHH Corporation's Form 10-Q
dated November 14, 2000)
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Combined Condensed Financial Information
(unaudited)
99.3 Press Release: Cendant Corporation to Acquire Outstanding
Avis Group Shares for $33.00 per Share in Cash.
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