Amendment No.1 to Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NX4IRas1j3BtI384D30PlRexl7dfzWGZnIaWFIMfb7PrLHkQyI1snvmYqmJ9VUmY UMT2VTSm1sujVhsR99v3sA== 0001193125-09-001051.txt : 20090105 0001193125-09-001051.hdr.sgml : 20090105 20090105163046 ACCESSION NUMBER: 0001193125-09-001051 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090105 DATE AS OF CHANGE: 20090105 GROUP MEMBERS: DANIEL S. LOEB GROUP MEMBERS: THIRD POINT ADVISORS II L.L.C. GROUP MEMBERS: THIRD POINT OFFSHORE FUND, LTD. GROUP MEMBERS: THIRD POINT OFFSHORE MASTER FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHH CORP CENTRAL INDEX KEY: 0000077776 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 520551284 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13543 FILM NUMBER: 09505655 BUSINESS ADDRESS: STREET 1: 3000 LEADENHALL ROAD CITY: MT. LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 856-917-1744 MAIL ADDRESS: STREET 1: 3000 LEADENHALL ROAD CITY: MT. LAUREL STATE: NJ ZIP: 08054 FORMER COMPANY: FORMER CONFORMED NAME: PHH GROUP INC DATE OF NAME CHANGE: 19880913 FORMER COMPANY: FORMER CONFORMED NAME: PETERSON HOWELL & HEATHER INC DATE OF NAME CHANGE: 19790121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13G/A 1 dsc13ga.htm AMENDMENT NO.1 TO SCHEDULE 13G Amendment No.1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)

Under the Securities Exchange Act of 1934*

PHH Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

693320202

(CUSIP Number)

January 1, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 693320202		13G		Page 2 of 14 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,210,000
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,210,000


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,210,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6%
12		TYPE OF REPORTING PERSON OO


CUSIP No. 693320202		13G		Page 3 of 14 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Daniel S. Loeb
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,210,000
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,210,000


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,210,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.6%
12		TYPE OF REPORTING PERSON IN


CUSIP No. 693320202		13G		Page 4 of 14 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point Offshore Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 0
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 0


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12		TYPE OF REPORTING PERSON OO


CUSIP No. 693320202		13G		Page 5 of 14 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point Offshore Master Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 3,313,600
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 3,313,600


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,313,600
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1%
12		TYPE OF REPORTING PERSON PN


CUSIP No. 693320202		13G		Page 6 of 14 Pages


1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Third Point Advisors II L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 3,313,600
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 3,313,600


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,313,600
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.1%
12		TYPE OF REPORTING PERSON OO

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of PHH Corporation, a corporation formed under the laws of the State of Maryland (the “Company”), to amend the Schedule 13G filed on November 24, 2008 (the “Schedule 13G”). As of January 1, 2009, Third Point Offshore Fund Ltd. (the “Offshore Fund”), one of the joint filers of the Schedule 13G, has transferred all of its interest in the Common Stock to Third Point Offshore Master Fund, L.P. (the “Offshore Master Fund”). This Amendment No. 1 is being filed to disclose that the Offshore Fund no longer beneficially owns any Common Stock and to include the Offshore Master Fund and Third Point Advisors II L.L.C. (“Advisors II”) as joint filers of the Schedule 13G. The Offshore Master Fund and Advisors II may be deemed to have beneficial ownership of more than 5% of the Common Stock by virtue of the Offshore Master Fund’s acquisition of Common Stock from the Offshore Fund. Advisors II is the general partner of the Offshore Master Fund and as such may be deemed to have beneficial ownership over the Common Stock owned by the Offshore Master Fund. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G.

Item 2(a):

Name of Person Filing:

Item 2(a) is hereby amended and restated as follows:

This Schedule 13G is filed by:

(i)

Third Point LLC, a Delaware limited liability company (the “Management Company”), which serves as investment manager or adviser to a variety of funds and managed accounts (such funds and accounts, collectively, the “Funds”), with respect to the Common Stock (as defined in Item 2(d)) directly owned by the Funds;

(ii)

Mr. Daniel S. Loeb (“Mr. Loeb”), who is the Chief Executive Officer of the Management Company and controls its business activities, with respect to shares of Common Stock indirectly beneficially owned by Mr. Loeb by virtue of such position;

(iii)

Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the “Offshore Fund”), which has transferred all of the Common Stock directly held by it to the Offshore Master Fund;

(iv)

Third Point Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Offshore Master Fund”), which invests and trades in securities, with respect to shares of Common Stock directly held by it; and

(v)

Third Point Advisors II L.L.C., a Delaware limited liability company (“Advisors II”), which serves as general partner of the Offshore Master Fund.

The Management Company, Mr. Loeb, the Offshore Fund, the Offshore Master Fund, and Advisors II are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b):

Address of Principal Business Office or, if None, Residence:

Item 2(b) is hereby amended and restated as follows:

The address of the principal business office of the Management Company, Mr. Loeb and Advisors II is 390 Park Avenue, New York, New York 10022. The address of the principal business office of the Offshore Fund and the Offshore Master Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies.

Item 2(c):

Citizenship:

Item 2(c) is hereby amended and restated as follows:

The Management Company and Advisors II are organized as limited liability companies under the laws of the State of Delaware. Mr. Loeb is a United States citizen. The Offshore Fund is organized as a limited liability exempted company under the laws of the Cayman Islands. The Offshore Master Fund is organized as an exempted limited partnership under the laws of the Cayman Islands.

Item 4:

Ownership:

The beneficial ownership of Common Stock by the Reporting Persons, as of the date hereof, is as follows:

Third Point LLC

(a) Amount beneficially owned: 5,210,000

(b) Percent of class: 9.6%. The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 54,256,294 shares of Common Stock issued and outstanding as of October 16, 2008, as reported in the Company’s Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on November 26, 2008.

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,210,000

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,210,000

Daniel S. Loeb

(a) Amount beneficially owned: 5,210,000

(b) Percent of class: 9.6%.

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 5,210,000

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 5,210,000

Third Point Offshore Fund, Ltd.

(a) Amount beneficially owned: 0

(b) Percent of class: 0.0%

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: -0-

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: -0-

Third Point Offshore Master Fund, L.P.

(a) Amount beneficially owned: 3,313,600

(b) Percent of class: 6.1%.

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 3,313,600

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 3,313,600

Third Point Advisors II L.L.C.

(a) Amount beneficially owned: 3,313,600

(b) Percent of class: 6.1%.

(i)

Sole power to vote or direct the vote: -0-

(ii)

Shared power to vote or direct the vote: 3,313,600

(iii)

Sole power to dispose or direct the disposition: -0-

(iv)

Shared power to dispose or direct the disposition: 3,313,600

Item 10:

Certification:

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signatures on following 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.

Dated: January 5, 2009


THIRD POINT LLC

By:		Daniel S. Loeb, Chief Executive Officer

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

THIRD POINT OFFSHORE FUND, LTD.

By:		Daniel S. Loeb, Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

THIRD POINT OFFSHORE MASTER FUND, L.P.

By:		Third Point Advisors II L.L.C., its general partner
By:		Daniel S. Loeb, Managing Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G

WITH RESPECT TO PHH CORPORATION]


THIRD POINT ADVISORS II L.L.C.

By:		Daniel S. Loeb, Managing Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

DANIEL S. LOEB

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G

WITH RESPECT TO PHH CORPORATION]

EXHIBIT INDEX


Exhibit 99.1:		Joint Filing Agreement, dated January 5, 2009, by and among Third Point LLC, Third Point Offshore Fund, Ltd., Daniel S. Loeb, Third Point Offshore Master Fund, L.P. and Third Point Advisors II L.L.C.

Exhibit 99.2:		Power of Attorney by Daniel S. Loeb in favor of James P. Gallagher, William Song, Joshua L. Targoff, and Bruce Wilson, dated January 5, 2009.

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: January 5, 2009


THIRD POINT LLC

By:		Daniel S. Loeb, Chief Executive Officer

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

THIRD POINT OFFSHORE FUND, LTD.

By:		Daniel S. Loeb, Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

THIRD POINT OFFSHORE MASTER FUND, L.P.

By:		Third Point Advisors II L.L.C., its general partner
By:		Daniel S. Loeb, Managing Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact


THIRD POINT ADVISORS II L.L.C.

By:		Daniel S. Loeb, Managing Director

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

DANIEL S. LOEB

By:		/s/ William Song
Name:		William Song
Title:		Attorney-in-Fact

[SIGNATURE PAGE TO JOINT FILING AGREEMENT WITH RESPECT TO PHH CORPORATION]

EX-99.2 3 dex992.htm POWER OF ATTORNEY Power of Attorney

Exhibit 99.2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and each of them severally, as the true and lawful attorneys and agents of each of the undersigned, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of each of the undersigned any statements, reports or filings with respect to the undersigned (whether such filing includes one or more or all of the undersigned) necessary or advisable in connection with any disclosure requirement promulgated under the federal or state securities laws of the United States or any other applicable regulatory body, including, without limitation, the Company’s compliance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (including, without limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5 and Form 13F and any forms or statements required to be submitted in connection with any electronic filing), and any and all amendments to such statements, reports and filings, and any disclosure requirement promulgated under the securities laws or any similar laws or regulations of any jurisdiction whether inside or outside of the United States, and all amendments to such statements, reports and filings, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission or any other applicable regulatory body, said attorneys and agents having full power and authority to do and perform in the name and on behalf of any of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents as of January 5, 2009.

/s/ Daniel S. Loeb

Daniel S. Loeb


THIRD POINT LLC

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer

THIRD POINT OFFSHORE FUND, LTD.

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Director

THIRD POINT PARTNERS LP
By:		Third Point Advisors LLC,
its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

THIRD POINT PARTNERS QUALIFIED LP
By:		Third Point Advisors LLC,
its General Partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

THIRD POINT ULTRA LTD.
By:		Third Point LLC,
its Investment Manager

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer


LYXOR/THIRD POINT FUND LIMITED
By:		Third Point LLC,
its Investment Manager

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Chief Executive Officer

THIRD POINT OFFSHORE MASTER FUND, L.P.
By:		Third Point Advisors II L.L.C.,
its general partner

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Director

THIRD POINT ADVISORS II L.L.C.

By:		/s/ Daniel S. Loeb
Name:		Daniel S. Loeb
Title:		Managing Member

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