FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
PHH CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Maryland 52-0551284
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
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1 Campus Drive
Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.550% PHH InterNotes(R) New York Stock Exchange
due September 15, 2017
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-46434
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's securities to be registered hereunder is
incorporated by reference herein to the descriptions included under the section
captioned "Description of the Debt Securities" in the Company's Registration
Statement on Form S-3 (File No. 333-46434) filed by the Company with the
Securities and Exchange Commission (the "Commission") on September 22, 2000, as
amended by Amendment No. 1 thereto, filed with the Commission on November 2,
2000, (such registration statement, as so amended, the "Registration
Statement"), the section captioned "Description of Notes" in the Prospectus
Supplement of the Company filed with the Commission on June 3, 2002, pursuant
to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"), and
the material regarding CUSIP Number 69334WBM2 set forth in Pricing Supplement
No. 9 filed with the Commission on September 13, 2002, pursuant to Rule 424(b)
under the Act, each of which shall supplement the Prospectus contained in the
Registration Statement.
ITEM 2. EXHIBITS
Exhibit
Number Description of Exhibit
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1. Amended and Restated Articles of Incorporation of PHH
Corporation (Incorporated by reference to Exhibit 3-1 to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2002).
2. By-laws of PHH Corporation, as amended and restated through
October 15, 1990 (Incorporated by reference to Exhibit 3-1 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997).
3. Selling Agent Agreement by and among PHH Corporation and the
Agents named therein dated as of May 30, 2002 (Incorporated
by reference to Exhibit 1.1 to the Company's Current Report
on Form 8-K filed on June 4, 2002).
4. 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 filed on December 12, 2000).
5. 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 filed on December 12,
2000).
6. 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 filed on June 4, 2002).
7. Form of PHH Corporation InterNotes (Incorporated by
reference to Exhibit 4.4 to the Company's Annual Report
on Form 10-K for the year ended December 31, 2002).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: December 2, 2004
PHH CORPORATION
By: /s/ Eric J. Bock
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Name: Eric J. Bock
Title: Executive Vice President, Law
and Corporate Secretary