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): July 28,
2005
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))
On
July
28, 2005, the Board of Directors of PHH Corporation (the “Company”) approved
Amendment Number One to the 2005 Equity and Incentive Plan (the “Amendment”)
which amended the 2005 Equity and Incentive Plan (the “Plan”) to expand the
definition of “Subsidiary.” Generally, only employees of the Company or any
Subsidiary of the Company are eligible to receive awards under the Plan,
and
such awards may be forfeited or terminated upon termination of their employment.
Prior to the Amendment, the definition of “Subsidiary” included only
corporations in which the Company owned, directly or indirectly, 50 percent
or
more of the combined voting power.
The
Amendment expands the definition of “Subsidiary” to include not only
corporations, but also limited partnerships, limited liability companies
and
other entities (collectively, an “Entity”). The Amendment further expands the
definition of “Subsidiary” for
the
limited purpose of ensuring that an employee of the Company or a
50-percent-or-more Subsidiary, who has participated in the Plan for a period
of
at least one year, is subsequently transferred to an Entity in
which
the Company owns, directly or indirectly, less than 50 percent of the total
combined voting power, and is otherwise in compliance with conditions of
the
award agreement and the Plan, would not be subject to the forfeiture or
termination of any outstanding awards under the Plan as a result of the
transfer.
The
Amendment was adopted to facilitate the transfer of certain employees of
PHH
Mortgage Corporation, a wholly-owned subsidiary of the Company, to certain
mortgage joint ventures, including PHH Home Loans LLC (the “Mortgage Venture”).
The Mortgage Venture will originate and sell mortgage loans primarily through
NRT Incorporated, Cendant Corporation’s owned real estate brokerage business.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
None.
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/
William F. Brown
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Name:
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William
F. Brown
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Title:
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Senior
Vice President, General Counsel and Secretary
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Dated:
August 3, 2005
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