PHH 8K filing
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): November 9,
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
5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit
Plans.
As
previously disclosed in a Current Report on Form 8-K PHH Corporation (the
“Company”, “we” or “our”) filed with the Securities and Exchange Commission
(“SEC”) on March 1, 2006, the fiduciaries of the PHH Corporation Employee
Savings Plan and the PHH Home Loans, LLC Employee Savings Plan (collectively,
“401(k)
Plans”)
decided
to temporarily suspend future purchases of our common stock pursuant to the
401(k) Plans. The suspension began at 6:00 PM (Eastern Standard Time) on March
1, 2006 and was anticipated to end when we filed our Annual Report on Form
10-K
for the fiscal year ended December 31, 2005 (the “Blackout
Period”)
with
the SEC.
As
a
result of the Blackout Period, pursuant to Regulation BTR, on March 1, 2006,
we
sent notices to our directors and executive officers notifying them that, until
the end of the Blackout Period, they are prohibited from purchasing, selling,
or
otherwise acquiring or transferring, directly or indirectly, any shares of
our
common stock or any other equity security of the Company to the extent that
stock or equity security was acquired in connection with employment as an
executive officer or services as a director. We provided our executive officers
and directors with this notice of the Blackout Period to ensure compliance
with
Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation
BTR.
We
expect
to file our Form 10-K for the fiscal year ended December 31, 2005 (the “Form
10-K”) by mid-November. However, due to the delay in filing our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and
September 30, 2006 (collectively, the “Forms 10-Q”), on November 9, 2006, the
fiduciaries of the 401(k) Plans extended the Blackout Period until all of the
Forms 10-Q have been filed with the SEC.
A
notice
regarding the extension of the Blackout Period was provided to our executive
officers and directors to ensure compliance with Section 306(a) of the
Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. We have attached
the
notice sent to the executive officers and directors regarding the extension
of
the Blackout Period as Exhibit 99.1 to this Current Report on Form 8-K and
that
notice is incorporated by reference herein.
We
received notice of the extension of the Blackout Period on November 9, 2006,
due
to action by the fiduciaries of the 401(k) Plans on that date. We provided
notice of the Extended Blackout Period to our executive officers and directors
on November 9, 2006.
We
are
unable at this time to provide an expected date for the filing of the Forms
10-Q
with the SEC. We will notify our executive officers and directors once the
end
date of the Blackout Period has been determined.
Inquiries
regarding the Blackout Period should be directed to Mr. William F. Brown,
General Counsel, at 856-917-0903 or 3000 Leadenhall Road, Mt. Laurel, New
Jersey, 08054.
Item
9.01. Financial Statements and Exhibits.
Forward-Looking
Statements
This
Current Report on Form 8-K contains 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 by mid-November 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:
Clair
M. Raubenstine
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Title:
Executive
Vice President and Chief Financial Officer
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Dated:
November 9, 2006
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