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 12,
2005
PHH
CORPORATION
(Exact
name of registrant as specified in its charter)
|
MARYLAND |
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1-7797 |
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52-0551284 |
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(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
1.01. Entry into Material Definitive Agreement.
On
May 12, 2005, PHH Broker Partner Corporation, a wholly-owned subsidiary of PHH
Corporation (the “Company”), and Cendant Real Estate Services Venture Partner,
Inc. (“Cendant Real Estate”) entered into an amendment (the “Amendment”) to the
Amended and Restated Limited Liability Operating Agreement of PHH Home Loans,
LLC (the “Mortgage Venture”), dated as of January 31, 2005 (the “Agreement”).
The Amendment extends to ten years the time period after which Cendant Real
Estate may provide a two-year notice of termination in connection with the
Mortgage Venture (other than as the result of material breach and certain other
events).
For
a description of the Agreement, see “Item 1. Business—Arrangements with Cendant
Corporation—Mortgage Venture Formed by Cendant and PHH” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2004.
Item
2.02. Results of Operations and Financial Condition.
On
May 13, 2005, PHH Corporation announced its financial results for the three
months ended March 31, 2005. A copy of the press release is attached to this
Report as Exhibit 99.1 and is incorporated herein by reference. The information
disclosed in this report, 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, nor shall it be incorporated by reference into
any registration statement or other document pursuant to the Securities Act of
1933, as amended, except as expressly set forth in such filing.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press
Release dated May 13, 2005
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/
Neil C. Cashen |
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Name:
Neil C. Cashen |
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Title:
Executive Vice President and CFO |
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Dated:
May 13, 2005 |
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Exhibit
Index
Exhibit Description
99.1 Press
Release dated May 12, 2005