SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
Form 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
____________
November 15, 1996 (November 10, 1996)
(Date of Report (date of earliest event reported))
HFS Incorporated
(Exact name of Registrant as specified in its charter)
Delaware 1-11402 22-3059335
(State or other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification Number)
incorporation or organization
6 Sylvan Way
Parsippany, New Jersey 07054
(Address of principal executive office) (Zip Code)
(201) 428-9700
(Registrant's telephone number, including area code)
Item 5. Other Events
On November 10, 1996, HFS Incorporated (the "Company"), a Delaware
corporation entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company ("Mercury"), Mercury Acq. Corporation, a
Maryland corporation and wholly owned subsidiary of the Company and PHH
Corporation, a Maryland corporation ("PHH").
Pursuant to the Merger Agreement, Mercury will be merged with and into PHH
(the "Merger") with PHH to continue as the surviving corporation as a subsidiary
of the Company. In connection with the merger, the Company will issue
approximately $1.7 billion of Company common stock in exchange for all of the
outstanding common stock of PHH. Pursuant to the terms of the Merger Agreement,
the number of Company shares to be issued may range from 21.3 million to 28.7
million, based on the average price of the Company's common stock over a period
of 20 trading days edning five days prior to the date of the vote by PHH
shareholders on approval of the transaction. Consummation of the transaction is
subject to customary regulatory approvals and the approval of sharesholders of
the Company and PHH. The transaction is expected to close in early 1997.
PHH is the world's largest provider of corporation relocation services and
also provides mortgage banking and vehicle managment services.
The information set forth above is qualified in its entirety by reference
to the Agreement and Plan of Merger dated as of November 10, 1996 by and among
HFS Incorporated, Mercury Acquisition Corporation and PHH Corporation, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 7(c). Exhibits
Exhibit
No. Description
2.1 Agreement and Plan of Merger dated as of November 10, 1996 by and
among HFS Incorporated, Mercury Acq. Corporation and PHH
Corporation.
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.
HFS INCORPORATED
By: /s/ Michael P. Monaco
Michael P. Monaco
Vice Chairman
and Chief Financial Officer
Date: November 14, 1996
HFS INCORPORATED
CURRENT REPORT ON FORM 8-K
Report Dated November 15, 1996 (November 10, 1996)
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of November 10, 1996 by
and among HFS Incorporated, Mercury Acq. Corporation and
PHH Corporation.