-------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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 --------------------- MAY 29, 2001 (MAY 29, 2001) (Date of Report (date of earliest event reported)) PHH CORPORATION (Exact name of Registrant as specified in its charter) MARYLAND 1-7797 52-0551284 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation or organization) Identification Number) 6 SYLVAN WAY 07054 PARSIPPANY, NEW JERSEY (Zip Code) (Address of principal executive office) (973) 428-9700 (Registrant's telephone number, including area code) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS This Current Report on Form 8-K of the Company is being filed to make available pro forma financial data giving effect to the March 1, 2001 acquisition of Avis Group Holdings, Inc. for the year ended December 31, 2000 and for the three months ended March 31, 2001 and certain finance-related activities which occurred during the first quarter of 2001. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Businesses Acquired. The financial statements of Avis Group Holdings, Inc. for the year ended December 31, 2000 are incorporated by reference to Exhibit 99.1 to Cendant Corporation's Current Report on Form 8-K dated April 18, 2001 previously filed with the Commission on April 19, 2001 and incorporated by reference herein. (b) Pro Forma Financial Information. See Exhibit 99.1 attached hereto for Pro Forma Financial Information giving effect to the March 1, 2001 acquisition of Avis Group Holdings, Inc. and certain finance-related activities which occurred during the first quarter of 2001. (c) Exhibits. See Exhibit Index. 1 SIGNATURES 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. PHH CORPORATION /s/ DUNCAN H. COCROFT --------------------------------------------- Duncan H. Cocroft EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER /S/ JOHN T. MCCLAIN --------------------------------------------- John T. McClain SENIOR VICE PRESIDENT, FINANCE AND CORPORATE CONTROLLER Date: May 29, 2001 2 PHH CORPORATION CURRENT REPORT ON FORM 8-K EXHIBIT INDEX EXHIBIT NO. DESCRIPTION --------------------- ----------- 23.1 Consent of Deloitte & Touche LLP, Independent Auditors 99.1 Pro Forma Financial Information (unaudited)