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) November 14, 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 Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o 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
November 16, 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”) a Notice of Further
Proposed Amendments to Debtors’ Disclosure Statement With
Respect to Joint Plan of Reorganization of Delphi Corporation and
Certain Affiliates, Debtors and Debtors-in-Possession, a copy of which
is attached as Exhibit 99(a) hereto. As previously announced, on
November 14, 2007, Delphi filed with the Court a Notice of
Further Proposed Amendments to Certain Appendices to Debtors’ Disclosure Statement With Respect to Joint
Plan of Reorganization of Delphi Corporation and Certain Affiliates, Debtors and
Debtors-in-Possession, a copy of which is attached as Exhibit 99(b) 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.