phh8k8-8.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): August 8,
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)
[X]
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 8.01.
Other Events.
On
August
8, 2007, PHH Corporation (“PHH” or the “Company”) announced that it will hold a
special meeting of its stockholders on Wednesday, September 26, 2007, for the
purpose of adopting the Agreement and Plan of Merger, dated March 15, 2007,
by
and among PHH, General Electric Capital Corporation (“GE Capital”) and Jade
Merger Sub, Inc., a wholly-owned subsidiary of GE Capital. Stockholders of
record as of the close of business on August 16, 2007 will be entitled to vote
at the special meeting.
The
Company will file with the Securities and Exchange Commission (the “SEC”), and
furnish to its stockholders, a definitive proxy statement soliciting proxies
for
the special meeting of stockholders. Investors and
stockholders are advised to read the definitive proxy statement because it
contains important information. Investors and stockholders
may obtain a free copy of the definitive proxy statement (when available)
and
other documents filed by the Company with the SEC at its website at
www.sec.gov. The definitive proxy statement may also be obtained
(when available) free of cost by directing a request to Nancy Kyle, Vice
President of Investor Relations at (856) 917-4268 or Georgeson Shareholder
Communications, Inc. at (888) 605-7538. Investors and
stockholders are urged to read the definitive proxy statement when it becomes
available before making any voting decisions with respect to the matters
considered at the special meeting.
The
Company and certain of its directors, executive officers and other members
of
management and employees may, under SEC rules, be deemed to be “participants” in
the solicitation of proxies from stockholders of PHH.
Information regarding the persons who may be considered “participants” in the
solicitation of proxies will be set forth in the Company’s definitive proxy
statement when it is filed with the SEC. In addition,
information regarding certain of these persons and their beneficial ownership
of PHH common stock will be set forth in the Company’s definitive
proxy statement when it is filed with the SEC.
A
copy of
the press release issued by the Company on August 8, 2007 announcing the date
of
the special meeting is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit
99.1
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Press
Release dated August 8, 2007 issued by PHH
Corporation.*
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________
*
Exhibit
99.1 is being furnished, not filed, with the Form 8-K. Accordingly,
Exhibit 99.1 will not be incorporated by reference into any other filing made
by
the Company with the SEC unless specifically identified therein as being
incorporated by reference.
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:
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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:
August 8, 2007
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