PHH 8-K
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): March 19,
2007
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:
[
]
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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On
March
19, 2007, PHH Corporation (“we,” “us” or “our”) received a letter from the New
York Stock Exchange (“NYSE”) notifying us that we would be subject to the
procedures specified in Section 802.01E, “SEC Annual Report Timely Filing
Criteria,” of the NYSE’s Listed Company Manual as a result of not meeting the
deadline for filing our Annual Report on Form 10-K for fiscal year ended
December 31, 2006 (the “2006 Form 10-K”). We previously notified the NYSE that
we did not meet the filing deadline for our 2006 Form 10-K and that we filed
a
Form 12b-25 Notification of Late Filing with the SEC.
Section 802.01E
of the NYSE’s Listed Company Manual provides, among other things, that the NYSE
will monitor us and the filing status of our 2006 Form 10-K. If we have not
filed our 2006 Form 10-K within six months of the filing due date of the 2006
Form 10-K, the NYSE may, in its sole discretion, allow our securities to be
traded for up to an additional six-month trading period or, if the NYSE
determines that such additional trading period is not appropriate, it will
commence suspension and delisting procedures.
In
addition, we have concluded that we will be unable to satisfy the requirements
of Section 203.01 of the NYSE Listed Company Manual to distribute our
annual report containing our financial statements for the year ended December
31, 2006 to stockholders within 120 days of the 2006 fiscal year end.
We
are
currently unable to provide an expected date for the filing of the 2006 Form
10-K.
A
copy of
our press release dated March 21, 2007 is attached to this Current Report on
Form 8-K (the “Form 8-K”).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
________
*
Exhibit
99.1 is being furnished, not filed, with the Form 8-K. Accordingly, Exhibit
99.1
will not be incorporated by reference into any other filing made by the Company
with the SEC unless specifically identified therein as being incorporated by
reference.
Forward-Looking
Statements
This
Form
8-K and Exhibit 99.1 attached hereto contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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
Securities Exchange Act of 1934, as amended, and those risk factors included
as
“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2005, 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:
/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:
March 21, 2007
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