PHH 8K
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): August 11,
2005
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
MARYLAND
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1-7797
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52-0551284
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On
August
11, 2005, PHH Corporation (the “Company”) announced its financial results for
the three months ended June 30, 2005. A copy of the press release is attached
to
this Report as Exhibit 99.1 and is incorporated herein by reference. The
information disclosed in this report, 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, nor shall it be incorporated
by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as expressly set forth in such
filing.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
August
12, 2005, Joseph Suter resigned as President and Chief Executive Officer of
PHH
Mortgage Corporation (“PHH Mortgage”), a wholly-owned subsidiary of the Company.
Mr. Suter will continue his employment with PHH Mortgage as Senior Vice
President of Subsidiary Operations. Mr. Suter has requested this change in
his
role with PHH Mortgage in order to pursue a master’s degree in Elementary
Education for the purpose of meeting the requirements necessary to teach
elementary school. Mr. Suter’s interest in teaching stems from many years of
working with young children as a volunteer teacher in the community where he
lives. Mr. Suter has been with PHH Mortgage for more than 21 years. PHH Mortgage
expects that Mr. Suter will remain in his new role while he completes his course
work, which is expected to take at least a year.
Effective
August 12, 2005, Terence W. Edwards, President and Chief Executive Officer
of
the Company, assumed the position of President and Chief Executive Officer
of
PHH Mortgage in addition to his current role with the Company. Mr. Edwards
(age
50) has served
as
President, Chief Executive Officer and a Director of the Company since February
1, 2005 following the Company’s spin-off from Cendant Corporation (the
“Spin-Off”). Prior to the Spin-Off, Mr. Edwards had served as President and
Chief Executive Officer of PHH Mortgage, formerly known as Cendant Mortgage
Corporation, since February 1996 and as such was responsible for overseeing
PHH
Mortgage’s entire mortgage banking operation. From 1995 to 1996, Mr. Edwards
served as Vice President of Investor Relations and Treasurer of the Company
and
was responsible for the Company’s investor, banking and rating agency relations,
financing resources, cash management, pension investment management and internal
financial structure. Mr. Edwards joined the Company in 1980 as a treasury
operations analyst and has held positions of increasing responsibility with
the
Company and its subsidiaries, including Director, Mortgage Finance and Senior
Vice President, Secondary Marketing.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press
Release dated August 11, 2005
SIGNATURE
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
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By:
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/s/
Neil J. Cashen
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Name:
Neil
J. Cashen
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Title:
Executive
Vice President and CFO
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Dated:
August 12, 2005
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Exhibit
Index
Exhibit
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Description
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99.1
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Press
Release dated August 11, 2005
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