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
Commission File Number 1-7797
February 24, 2003 (February 19, 2003)
Date of Report (Date Of Earliest Event Reported)
PHH Corporation
(Exact name of Registrant as specified in its charter)
Maryland 52-0551284
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1 Campus Drive, Parsippany, New Jersey 07054
(Address of Principal Executive Office) (Zip Code)
(973) 428-9700
(Registrant's telephone number, including area code)
Item 5. Other Events.
On February 18, 2003, we filed a Prospectus Supplement, dated
February 13, 2003, to the Prospectus dated November 1, 2000, included as part
of the Registration Statement on Form S-3 of the Company (File No. 333-46434)
(the "Registration Statement"), relating to the offering of $400,000,000
aggregate principal amount of our 6.000% Notes due 2008 and $600,000,000
aggregate principal amount of our 7.125% Notes due 2013 (collectively, the
"Notes"). On February 13, 2003, we entered into an Underwriting Agreement with
Banc of America Securities LLC, Barclays Capital Inc., Credit Lyonnais
Securities (USA) Inc., Daiwa Securities SMBC Europe Limited, Greenwich Capital
Markets, Inc., Scotia Capital (USA) Inc., Wachovia Securities, Inc. and
Goldman, Sachs & Co., relating to the offering and sale by us of the Notes
under the Registration Statement. The Notes were issued under the Indenture,
dated as of November 6, 2000, as amended and supplemented by Supplemental
Indenture No. 1, dated as of November 6, 2000, and Supplemental Indenture No.
3, dated as of May 30, 2002, between us and Bank One Trust Company, N.A., as
trustee. In connection with this offering, we are filing certain exhibits as
part of this Form 8-K. See "Item 7. Exhibits." A copy of certain agreements
related to the offering and the press release regarding the offering are
attached hereto as exhibits and are incorporated by reference in their
entirety.
Item 7. Exhibits.
(c) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated February 13, 2003, between PHH Corpora
tion and Banc of America Securities LLC, Barclays Capital Inc.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe
Limited, Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc.,
Wachovia Securities, Inc. and Goldman, Sachs & Co.
4.1 Indenture, dated as of November 6, 2000, between PHH Corporation and
Bank One Trust Company, N.A., as trustee (incorporated by reference
to Exhibit 4.0 to the Company's Current Report on Form 8-K dated
December 12, 2000).
4.2 Supplemental Indenture No. 1, dated as of November 6, 2000, between
PHH Corporation and Bank One Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 12, 2000).
4.3 Supplemental Indenture No. 3, dated as of May 30, 2002, between PHH
Corporation and Bank One Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated June 4, 2002).
4.4 Form of 6.000% Note.
4.5 Form of 7.125% Note.
5.1 Opinion of Eric J. Bock regarding the legality of the Notes.
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 hereunder duly authorized.
CENDANT CORPORATION
By: /s/ Eric J. Bock
-------------------------------
Eric J. Bock
Executive Vice President, Law
and Corporate Secretary
Date: February 24, 2003
CENDANT CORPORATION
CURRENT REPORT ON FORM 8-K
Report Dated February 24, 2003 (February 19, 2003)
EXHIBIT INDEX
Exhibit
No. Description
1.1 Underwriting Agreement, dated February 13, 2003, between PHH Corpora
tion and Banc of America Securities LLC, Barclays Capital Inc.,
Credit Lyonnais Securities (USA) Inc., Daiwa Securities SMBC Europe
Limited, Greenwich Capital Markets, Inc., Scotia Capital (USA) Inc.,
Wachovia Securities, Inc. and Goldman, Sachs & Co.
4.1 Indenture, dated as of November 6, 2000, between PHH Corporation and
Bank One Trust Company, N.A., as trustee (incorporated by reference
to Exhibit 4.0 to the Company's Current Report on Form 8-K dated
December 12, 2000).
4.2 Supplemental Indenture No. 1, dated as of November 6, 2000, between
PHH Corporation and Bank One Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 12, 2000).
4.3 Supplemental Indenture No. 3, dated as of May 30, 2002, between PHH
Corporation and Bank One Trust Company, N.A., as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated June 4, 2002).
4.4 Form of 6.000% Note.
4.5 Form of 7.125% Note.
5.1 Opinion of Eric J. Bock regarding the legality of the Notes.