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): September 26,
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
8.01. Other Events
PHH
Corporation (“PHH” or the “Company”) today announced that its stockholders have
approved the acquisition of the Company by GE Capital Solutions, the
business-to-business leasing, financing and asset management unit of General
Electric Company (NYSE: GE) pursuant to the previously announced Agreement
and
Plan of Merger, dated as of March 15, 2007, by and among PHH, General
Electric Capital Corporation and Jade Merger Sub, Inc. (the “Merger
Agreement”).
Based
on
the preliminary tally of shares voted at the special meeting, approximately
86%
of the total shares that voted on the approval of the Merger Agreement, voted
FOR its approval. This FOR vote represented approximately 75% of the
total number of shares of PHH’s common stock outstanding and entitled to vote at
the special meeting on August 16, 2007 (the record date for the special
meeting).
The
Company intends to continue to seek to satisfy its conditions to closing the
merger; although there can be no assurances that all of the conditions to
closing will be satisfied or that the merger will close by the end of the year,
if at all.
A
copy of
the Company’s press release is attached as Exhibit 99.1 and is incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
*
The information disclosed in 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, or otherwise subject to the liabilities of
Section 18, nor shall it be deemed incorporated by reference into any
registration statement or other document pursuant to the Securities Act of
1933,
as amended, except to the extent, if any, expressly set forth in such
filing.
Forward-Looking
Statements
This
Form
8-K and the exhibits 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: September
26, 2007
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