phh8k.htm
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): July 2,
2007
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 the Current Reports on Form 8-K that PHH Corporation
(the “Company”, “we” or “our”) filed with the Securities and Exchange Commission
(“SEC”) on March 1, 2006 and November 9, 2006, the fiduciaries of the PHH
Corporation Employee Savings Plan and the PHH Home Loans, LLC Employee Savings
Plan (collectively, the “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, was extended on November 9, 2006 and was anticipated to end
when
we filed our delinquent Quarterly Reports on Form 10-Q and became a current
filer with the SEC (the “Blackout Period”).
As
a
result of the Blackout Period, pursuant to Regulation BTR, on March 1, 2006
and
November 9, 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.
On
June
28, 2007, we filed our Quarterly Report on Form 10-Q for the quarter ended
March
31, 2007 and became a current filer with the SEC. However, due to the
impending merger and certain other factors, on June 29, 2007, the fiduciaries
of
the 401(k) Plans extended the Blackout Period until the earlier of (i) the
Effective Time of the merger (as defined in the Agreement and Plan of Merger
by
and among us, General Electric Capital Corporation and Jade Merger Sub, Inc.
dated as of March 15, 2007), or (ii) December 31, 2007.
We
received notice of the extension of the Blackout Period on July 2, 2007, due
to
the action by the fiduciaries of the 401(k) Plans on June 29,
2007. On July 2, 2007, 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. The notice sent to the executive officers and
directors regarding the extension of the Blackout Period is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
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
Form
8-K and the exhibit 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 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.
You
should consider the areas of risk described under the heading “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” in our periodic reports
under the Securities Exchange Act of 1934, as amended, 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:
/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:
July 2, 2007
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