q1earnings8k.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): May 8, 2008
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial Conditions.
On May 8,
2008, PHH Corporation (“PHH”, “we” or “our”) announced its financial results for
the three months ended March 31, 2008. A copy of the press release is
attached to this Current Report on Form 8-K (the “Form 8-K”) as Exhibit 99.1 and
is incorporated herein by reference.
The
information disclosed under this Item 2.02 in this From 8-K, including 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 (the “Exchange
Act”), nor shall it be incorporated by reference into any registration statement
or other document pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), except as expressly set forth in such filing.
Item
5.02. Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 8,
2008, we announced that we will begin a search for a new Executive Vice
President and Chief Financial Officer to succeed Mr. Clair
Raubenstine. Mr. Raubenstine has successfully completed the role for
which he was appointed on February 23, 2006, namely, to evaluate a number of
accounting issues and ultimately guide us through the restatement of our
financial statements for certain periods prior to December 31, 2005, to assist
us in becoming and remaining a current filer in our periodic reports filed with
the U.S. Securities and Exchange Commission under the Exchange Act, and to
implement an effective system of internal control over financial reporting.
Mr. Raubenstine will continue to serve as Executive Vice President and
Chief Financial Officer until a successor is identified and an orderly
transition is effected. We estimate that Mr. Raubenstine will receive
approximately $500,000 in compensation in accordance with our policies following
this transition.
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*
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Exhibit
99.1 hereto is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act nor shall it be incorporated by
reference into any registration statement or other document pursuant to
the Securities Act, except as expressly set forth in such
filing.
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Forward-Looking
Statements
This Form
8-K and Exhibit 99.1 hereto contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These forward-looking statements include the following: (i) our
intention to begin a search for a new Executive Vice President and Chief
Financial Officer; (ii) our expectation that Mr. Raubenstine continue to serve
as our Executive Vice President and Chief Financial Officer until his successor
is identified and an orderly transition is effected; and (iii) our
estimates of Mr. Raubenstine’s compensation in accordance with our policies
following this transition. 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 Exchange
Act and those risk factors included as “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2007 and in our Quarterly
Report on Form 10-Q for the three months ended March 31, 2008 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: May
9, 2008
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