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): September 29,
2006
_______________________
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
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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:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
September 29, 2006, PHH Corporation (“PHH”,
the “Company”, “we” or “our”)
received
an extension
to
file
our
Annual Report on Form 10-K for the year ended December 31, 2005 (the “2005 Form
10-K”) from the
New
York Stock Exchange (the “NYSE”). This extension allows for
the
continued listing of
our
Common Stock through January 2, 2007, subject to review by the NYSE on an
ongoing basis.
During
the extension period, trading of shares of our Common Stock on the NYSE will
remain unaffected.
As
previously disclosed in our Form 8-K filed on September 26, 2006, we expect
to
file our 2005 Form 10-K on or before October 31, 2006. In the event that we
do
not file our 2005 Form 10-K with the Securities and Exchange Commission (“SEC”)
by January 2, 2007, we may request an additional extension from the NYSE. If
an
additional extension were granted, we could have until April 2, 2007 to file
our
2005 Form 10-K with the SEC, after which NYSE Rule 802.01E would require the
NYSE to move forward with the initiation of suspension and delisting procedures.
A
copy of
our press release issued on September 29, 2006 is attached as Exhibit 99.1
to
this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
Forward-Looking
Statements
This
Current Report on Form 8-K and the press release attached as Exhibit 99.1 hereto
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities and
Exchange Act of 1934, as amended. These statements are subject to known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. You should understand that these statements are
not
guarantees of performance or results and are preliminary in nature. Statements
preceded by, followed by or that otherwise include the words “believes”,
“expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may
increase”, “may result”, “will result”, “may fluctuate” and similar expressions
or future or conditional verbs such as “will”, “should”, “would”, “may” and
“could” are generally forward-looking in nature and not historical facts. For
example, the statement that we expect to file our 2005 Form 10-K on or before
October 31, 2006 is a forward-looking statement.
You
should consider the areas of risk described under the heading “Cautionary Note
Regarding Forward-Looking Statements” in our periodic reports under the
Securities Exchange Act of 1934, as amended, and those risk factors included
as
Exhibit 99 thereto, titled “Risk Factors Affecting our Business and Future
Results,” in connection with any forward-looking statements that may be made by
us and our businesses generally. Except for our ongoing obligations to disclose
material information under the federal securities laws, we undertake no
obligation to release publicly any updates or revisions to any forward-looking
statements, to report events or to report the occurrence of unanticipated events
unless required by law.
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/
Clair M. Raubenstine
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Name:
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Clair
M. Raubenstine
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Title:
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Executive
Vice President and Chief Financial Officer
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Dated:
September 29, 2006
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