UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
PHH Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
693320103
(CUSIP Number)
Check the following box if a fee is being paid with this statement: (x'ed box)
<PAGE>
1 NAME OF REPORTING PERSON: PHH Corporation
Employee Investment Plan
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*)
(a) (box)
(b) (box)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NUMBER 6 SHARED VOTING POWER
OF SHARES 873,899
BENEFICIALLY
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
8 SHARED DISPOSITIVE POWER
873,899
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,899
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(*)<PAGE>
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.15%
12 TYPE OF REPORTING PERSON(*)
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON: Roy A. Meierhenry
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (box)
(b) (x'ed box)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER 6 SHARED VOTING POWER
OF SHARES 873,899(1,2)
BENEFICIALLY
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH
8 SHARED DISPOSITIVE POWER
873,899(1,2)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
873,899(1,2)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(*)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.15%(1,2)
12 TYPE OF REPORTING PERSON(*)
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer: PHH Corporation
(b) Address of Issuer's Principal Executive Offices
11333 McCormick Road, Hunt Valley, Maryland 21031
Item 2.
PHH Corporation Employee Investment Plan provides the following
information:
(a) Name of Person Filing: PHH Corporation Employee Investment
Plan
(b) Address of Principal Business Office or, if none, Residence
11333 McCormick Road, Hunt Valley, Maryland 21031
(c) Citizenship: Maryland
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 693320103
Roy A. Meierhenry is filing as the Trustee of the PHH Corporation Employee
Investment Plan and provides the following information solely because of that
relationship:
(a) Name of Person Filing: Roy A. Meierhenry
(b) Address of Principal Business Office or, if none, Residence
11333 McCormick Road, Hunt Valley, Maryland 21031
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 693320103
<PAGE>
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a)(box) Broker or Dealer registered under Section 15 of the Act
(b)(box) Bank as defined in Section 3(a)(6) of the Act
(c)(box) Insurance Company as defined in Section 3(a)(19) of the Act
(d)(box) Investment Company registered under Section 8 of the
Investment Company Act
(e)(box) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) (x'ed box)(3) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see (section sign)240.13d-1(b)
(1)(ii)(F)
(g)(box) Parent Holding Company, in accordance with
(section sign)240.13d-1(b)(ii)(G) (Note: See Item 7)
(h)(box) Group, in accordance with
(section sign)240.13d-1(b)(1)(ii)(H)
(3) This response is provided on behalf of the PHH Corporation Employee
Investment Plan, a 401(k) plan subject to the provisions of ERISA, and the
trustee of the Plan, Roy A. Meierhenry.
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule
13d-1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a right
to acquire.
PHH Corporation Employee Investment Plan provides the following
information:
(a) Amount Beneficially Owned: 873,899
(b) Percent of Class: 5.15%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote: 873,899
(iii) sole power to dispose or to direct the disposition of:
(iv) shares power to dispose or to direct the disposition
of: 873,899
<PAGE>
Roy A. Meierhenry is filing as the Trustee of the PHH Corporation Employee
Investment Plan and provides the following information solely because of that
relationship:
(a) Amount Beneficially Owned: 873,899(1,2)
(b) Percent of Class: 5.15%(1,2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote: 873,899(1,2)
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition
of: 873,899(1,2)
(1) The reporting person disclaims beneficial ownership of these securities,
and this report shall not be deemed an admission that the reporting person is
the beneficial owner of such securities for any purpose.
(2) These shares represent the same shares previously listed by the PHH
Corporation Employee Investment Plan and are not cumulative.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following (box).
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
The PHH Corporation Employee Investment (401(k)) Plan is an employee
benefit plan, subject to the provisions of ERISA, the trustee for which is Roy
A. Meierhenry, the Chief Financial Officer of PHH Corporation.
<PAGE>
The Trustee of the Plan (i) votes the shares of PHH Corporation
common stock held by the Plan (the "Plan Shares") for the accounts of the Plan
participants upon the direction of the Plan participants, and if no such
direction is given, the Trustee, in accordance with the Plan's administrative
rules (of which the Plan participants are notified) votes such shares. The
Trustee of the Plan acquires and disposes of the Plan Shares in the ordinary
course of business at the direction of the Plan participants, and in certain
other cases (such as the default by a Plan participant in the repayment of a
Plan loan) where liquidation of a participant's Plan account is required by
the terms of the Plan.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
The parties agree that this statement is filed on behalf of each of
them.
Dated: June 2, 1995
PHH CORPORATION EMPLOYEE INVESTMENT PLAN
By:
Signature
Roy A. Meierhenry, Plan Trustee
Name/Title
Roy A. Meierhenry
