0001140361-12-007726.txt : 20120214
0001140361-12-007726.hdr.sgml : 20120214
20120214112030
ACCESSION NUMBER: 0001140361-12-007726
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-13543
FILM NUMBER: 12604502
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: CITIGROUP INC
CENTRAL INDEX KEY: 0000831001
STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021]
IRS NUMBER: 521568099
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10043
BUSINESS PHONE: 2125591000
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10043
FORMER COMPANY:
FORMER CONFORMED NAME: TRAVELERS GROUP INC
DATE OF NAME CHANGE: 19950519
FORMER COMPANY:
FORMER CONFORMED NAME: TRAVELERS INC
DATE OF NAME CHANGE: 19940103
FORMER COMPANY:
FORMER CONFORMED NAME: PRIMERICA CORP /NEW/
DATE OF NAME CHANGE: 19920703
SC 13G
1
sc13g.txt
PHH CORPORATION SC 13G 12-31-2011
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )*
PHH Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
693320-20-2
--------------------------------------------------------
(CUSIP Number)
December 31, 2011
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / 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 in 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 ("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).
Page 1
of 6 Pages
13G
CUSIP NO. 693320-20-2 Page 2 of 6 Pages
-------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Citigroup Inc.
-------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) / /
(b) / /
-------------------------------------------------------------------------------
(3) SEC USE ONLY
-------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
-------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 0
SHARES
----------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER 2,994,966*
OWNED BY
----------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER 0
REPORTING
----------------------------------------------------
PERSON (8) SHARED DISPOSITIVE POWER 2,994,966*
WITH:
-------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,994,966*
-------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) / /
-------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1%*
-------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC
-------------------------------------------------------------------------------
* Assumes conversion/exercise of certain securities held.
Item 1(a). Name of Issuer:
PHH Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
3000 Leadenhall Road
Mt. Laurel, New Jersey 08054
Item 2(a). Name of Person Filing:
Citigroup Inc. ("Citigroup")
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Citigroup is:
399 Park Avenue
New York, NY 10022
Item 2(c). Citizenship:
Citigroup is a Delaware corporation.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
693320-20-2
Page 3
of 6 Pages
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):
(a) [ ] Broker or dealer registered under Section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] Investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] Employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [x] Parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G): See Exhibit 1;
(h) [ ] Savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with Section
240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Section 240.13d-1(b)(1)(ii)(J), please specify the type
of institution: ____________________________ .
Item 4. Ownership.
The Reporting person beneficially owns the number of shares and the percentage
of the class indicated in the table below:
As of January 31, 2012 As of December 31, 2011
Shares Percentage Shares Percentage
------ ---------- ------ ----------
Citigroup 1,855,506 3.2% 2,994,966 5.1%
With respect to the shares set forth in the table above, the Reporting Person
has shared power to vote or direct the vote, and dispose or direct the
disposition of all of the shares they beneficially own.
Page 4
of 6 Pages
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 [X].
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.
See Exhibit 1 for the identity and classification of the relevant
subsidiaries which directly beneficially own the securities reported
herein.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Page 5
of 6 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and 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.
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: February 14, 2012
CITIGROUP INC.
By: /s/ Ali L. Karshan
--------------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary
Page 6
of 6 Pages
EXHIBIT INDEX TO SCHEDULE 13G
-----------------------------
EXHIBIT 1
---------
Identification and Item 3 Classification of the subsidiaries which acquired the
securities being reported by the parent holding companies.
EX-99.1
2
ex99_1.txt
EXHIBIT 99.1
EXHIBIT 1
---------
IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARIES WHICH ACQUIRED SECURITIES
---------------------------------------------------------------------------
Citigroup Global Markets, Inc. is a broker or dealer registered under
Section 15 of the Act (15 U.S.C. 78o).
Citibank, N.A. is a bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
Each of the undersigned hereby affirms the identification and Item 3
classification of the subsidiaries which acquired the security holdings
reported in this Schedule 13G.
Date: February 14, 2012
CITIGROUP INC.
By: /s/ Ali L. Karshan
--------------------------------------------
Name: Ali L. Karshan
Title: Assistant Secretary