UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 30, 2007
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-14787
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38-3430473 |
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| (State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.) |
| Incorporation) |
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| 5725 Delphi Drive, Troy, MI
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48098 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 813-2000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE
On
October 30, 2007, Delphi Corporation (“Delphi” or the “Company”) filed with the United States
(“U.S.”) Bankruptcy Court for the Southern District of New York (the “Court”) an Expedited
Motion for Order Under 11 U.S.C. §§ 105(a), 363(b), 503(b), and 507(a) Authorizing and Approving
Amendment to the Delphi-Appaloosa Equity Purchase and Commitment
Agreement (the “Motion”), and on October 29, 2007, Delphi
filed with the Court
a Notice of Proposed Changes to Debtor’s Disclosure Statement With Respect to Joint Plan of
Reorganization of Delphi Corporation and Certain Affiliates, Debtors and Debtors-in-Possession and
Certain Appendices and Exhibits Related Thereto (the
“Notice”). On October 30, 2007, Delphi issued a press
release in connection with the foregoing. A copy of the Motion is attached
as Exhibit 99(a) hereto, a copy of the Notice is attached as Exhibit 99(b) hereto, and a copy of
the Company’s press release issued in connection with the filing of the Motion and the Notice is
attached as Exhibit 99(c) hereto.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the exhibits being filed as part of this report, as well
as other statements made by Delphi may contain forward-looking statements that reflect, when made,
the Company’s current views with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the Company’s operations and business environment which may
cause the actual results of the Company to be materially different from any future results, express
or implied, by such forward-looking statements. In some cases, you can identify these statements
by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of
these terms and other comparable terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following:
the ability of the Company to continue as a going concern; the ability of the Company to operate
pursuant to the terms of the debtor-in-possession financing facility
and to obtain an extension of term or other amendments as necessary
to maintain access to such facility; the terms of any
reorganization plan ultimately confirmed; the Company’s ability to obtain Court approval with
respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the
Company to prosecute, confirm and consummate one or more plans of reorganization with respect to
the chapter 11 cases; the Company’s ability to satisfy the terms and conditions of the Equity
Purchase and Commitment Agreement; risks associated with third parties seeking and obtaining Court
approval to terminate or shorten the exclusivity period for the Company to propose and confirm one
or more plans of reorganization, for the appointment of a chapter 11 trustee or to convert the
cases to chapter 7 cases; the ability of the Company to obtain and maintain normal terms with
vendors and service providers; the Company’s ability to maintain contracts that are critical to its
operations; the potential adverse impact of the chapter 11 cases on the Company’s liquidity or
results of operations; the ability of the Company to fund and execute its business plan (including
the transformation plan described in Item 1. Business “Potential Divestitures, Consolidations and
Wind-Downs” of the Annual Report on Form 10-K for the year ended December 31, 2006 filed with the
U.S. Securities and Exchange Commission (the “SEC”)) and to do so in a timely manner; the ability
of the Company to attract, motivate and/or retain key executives and associates; the ability of the
Company to avoid or continue to operate during a strike, or partial work stoppage or slow down by
any of its unionized employees or those of its principal customers and the ability of the Company to attract and retain customers.
Additional factors that could affect future results are identified in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2006, including the risk factors in Part I. Item 1A.
Risk Factors, contained therein and the Company’s quarterly periodic reports for the subsequent
periods, including the risk factors in Part II. Item 1A. Risk Factors, contained therein, filed
with the SEC. Delphi disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events and/or otherwise. Similarly,
these and other factors, including the terms of any reorganization plan ultimately confirmed, can
affect the value of the Company’s various prepetition liabilities, common stock and/or other equity
securities. Additionally, no assurance can be given as to what values, if any, will be ascribed in
the bankruptcy cases to each of these constituencies. A plan of reorganization could result in
holders of Delphi’s common stock receiving no distribution on account of their interest and
cancellation of their interests. In addition, under certain conditions specified in the Bankruptcy
Code, a plan of reorganization may be confirmed notwithstanding its rejection by an impaired class
of creditors or equity holders and notwithstanding the fact that equity holders do not receive or
retain property on account of their equity interests under the plan. In light of the foregoing, the
Company considers the value of the common stock to be highly speculative and cautions equity
holders that the stock may ultimately be determined to have little or no value. Accordingly, the
Company urges that appropriate caution be exercised with respect to existing and future investments
in Delphi’s common stock or other equity interests or any claims relating to prepetition
liabilities.