UNITED STATES
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
Date of Report (Date of earliest event reported): May 1, 2009
PHH CORPORATION
(Exact name of registrant as specified in its charter)
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MARYLAND
(State or other jurisdiction
of incorporation)
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1-7797
(Commission File Number)
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52-0551284
(IRS Employer
Identification No.) |
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
(Address of principal executive offices, including zip code)
(856) 917-1744
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On May 1, 2009, PHH Corporation (“PHH”, the “Company,” “we,” “us,” or “our”) announced its
financial results for the three months ended March 31, 2009. A copy of the press release is
attached to this Current Report on Form 8-K (the “Form 8-K”) as Exhibit 99.1 and is incorporated
herein by reference in its entirety.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), nor shall it be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth in such filing.
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| Item 7.01. |
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Regulation FD Disclosure |
On April 24, 2009, the Company issued a press release notifying investors that at 10:00 a.m. EDT on
May 1, 2009, the Company will hold its first quarter 2009 earnings conference call, during which
the Company’s management team will conduct a presentation followed by a question and answer
session. A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated
herein by reference in its entirety. A copy of the slide presentation that will accompany the
presentation to such investors has been made available on the Investor Relations page of PHH’s
website at www.phh.com prior to the presentation and is furnished as Exhibit 99.3 hereto.
The information disclosed in this Item 7.01, including Exhibits 99.2 and 99.3 hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall
it be incorporated by reference into any registration statement or other document pursuant to the
Securities Act, except as expressly set forth in such filing.
Important Information/Solicitation Participants Legend
PHH Corporation has filed a proxy statement in connection with its 2009 Annual Meeting of
Stockholders and advises its stockholders to read that proxy statement because it contains
important information. Stockholders are able to obtain a free copy of that proxy statement and
other documents that PHH files with the Securities and Exchange Commission at the Commission’s
website at www.sec.gov. That proxy statement and these other documents will also be
available free of charge by directing a request to PHH Corporation, Attn: Investor Relations, 3000
Leadenhall Road, Mt. Laurel, New Jersey 08054 or visiting PHH’s website at www.phh.com
under the “Investor Relations” tab.
PHH, its directors and named executive officers may be deemed to be participants in the
solicitation of proxies from PHH stockholders in connection with the 2009 Annual Meeting of
Stockholders. Stockholders may obtain information regarding the names, affiliations and interests
of such individuals in PHH’s proxy statement for the 2009 Annual Meeting of Stockholders. To the
extent that holdings of PHH securities on the part of its directors and named executive officers
have changed since the date of that proxy statement those changes have been or will be reflected on
Statements of Changes in Ownership on Form 4 filed with the Securities and Exchange Commission.