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): January 10,
2008
PHH
CORPORATION
(Exact
name of registrant as specified
in its charter)
|
MARYLAND
|
|
1-7797
|
|
52-0551284
|
|
(State
or other
jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
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 5.02. Departure
of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 10, 2008, the
Compensation Committee (the “Committee”) of the Board of Directors for PHH
Corporation (“PHH”, “Company”, “we” or “us”) approved (i) the amendment and
restatement of existing severance agreements (the “Restated Severance
Agreements”) for certain executive officers and (ii) the execution of new
severance agreements (the “New Severance Agreements,” together with the Restated
Severance Agreements, the “Severance Agreements”) for certain other executive
officers. The Severance Agreements provide post-termination
payments of severance to each executive officer in the event that one of the
following termination events (the “Termination Events”) occurs on or prior to
the first anniversary of a change in control of the Company (as such term is
defined in the Severance Agreements): (i) the involuntary termination of
employment other than for “cause” or “disability” (as such terms are defined in
the Severance Agreements) or (ii) the voluntary termination of employment as
a
result of (a) a change in the required location of the executive officer’s
employment in excess of 50 miles, (b) the material diminution of the executive
officer’s duties and responsibilities as of the date of the applicable Severance
Agreement, subject to certain enumerated exceptions, or (c) a reduction in
the
executive officer’s base salary or a material reduction in compensation
opportunity as of the date of the applicable Severance Agreement. On January
14,
2008, we entered into Restated Severance Agreements with George J. Kilroy,
President and Chief Executive Officer of PHH Arval, and William F. Brown, Senior
Vice President, General Counsel and Corporate Secretary of the Company, and
a
New Severance Agreement with Mark R. Danahy, Senior Vice President and Chief
Financial Officer of PHH Mortgage. In the event of a Termination
Event occurring on or prior to the first anniversary of a change in control
of
the Company, Messrs. Kilroy, Danahy and Brown would receive $1,800,000,
$1,137,500 and $900,000, respectively, in a lump sum payment, subject to certain
conditions including, but not limited to, the execution of a general release
of
any claims against us and our affiliates. The foregoing description of the
Severance Agreements does not purport to be complete and is qualified in its
entirety by reference to the full text of the form of the Severance Agreements,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
9.01. Financial
Statements and
Exhibits.
(d)
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 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” in our periodic reports under the Securities Exchange Act of 1934,
as amended, and those risk factors included as “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2006 and Quarterly Report
on Form 10-Q for
the quarter ended September 30, 2007, 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.
|
|
PHH
CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/
Terence W.
Edwards
|
|
|
Name:
|
Terence
W.
Edwards
|
|
|
Title:
|
President
and Chief Executive
Officer
|
|
|
|
|
|
Dated: January
14,
2008
|
|