SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)
Delphi Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
247126105
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(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 7, 2007
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) 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 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 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. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7% (1)
14. TYPE OF REPORTING PERSON*
CO
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
CO
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
CO
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
CO
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
IN
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
IN
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(1)
14. TYPE OF REPORTING PERSON*
IN
----------
(1) As a result of the proposal and related agreements described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Issuer's common stock beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management LP and its related entities beneficially own 84,479,781 shares,
Merrill Lynch, Pierce, Fenner & Smith Incorporated beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
CUSIP No. 247126105
--------------
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Item 1. Security and Issuer.
ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
This Amendment No. 2 (this "Amendment") to the Schedule 13D (the "Initial
Schedule 13D") initially filed on December 22, 2007 and amended on January 19,
2007 (the "Amendment No. 1") by the Reporting Persons (defined below) relates to
the common stock, $0.01 par value per share (the "Shares"), of Delphi
Corporation, a Delaware corporation (the "Issuer").
Certain information contained in this Schedule 13D/A relates to share
ownership of persons other than the Reporting Persons. The Reporting Persons
expressly disclaim any liability for any such information and for any other
information provided in this Schedule 13D/A that does not expressly pertain to a
Reporting Person.
The information set forth in the Exhibits to this Amendment is hereby expressly
incorporated herein by reference, and the responses to each item of this
Amendment are qualified in their entirety by the provisions of such Exhibits.
Unless otherwise indicated, all capitalized terms shall have the meanings
ascribed to them in the Initial Schedule 13D or in the Amendment No. 1, and
unless otherwise amended hereby, all information previously filed remains in
effect.
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Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
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Item 3. Source and Amount of Funds or Other Consideration.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
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Item 4. Purpose of Transaction.
ITEM 4 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
The Master Fund is a member of an Ad Hoc Equity Committee of Delphi Corporation
(the "Ad Hoc Committee"). In such capacity, on July 31, 2006, the Master Fund
was party to a Confidential Information, Standstill and Nondisclosure Agreement
(the "Confidentiality Agreement"). The Confidentiality Agreement was attached as
Exhibit B to the Initial Schedule 13D filed on December 22, 2006. Also on July
31, 2006, the Reporting Persons were party to engagement letters entered into
with UBS and Merrill Lynch to serve as lead financial adviser and lead capital
markets provider, and additional financial adviser, respectively, in connection
with any potential restructuring, acquisition or other transaction involving the
Issuer. The engagement letters were attached as Exhibit C and D to the Initial
Schedule 13D filed on December 22, 2006. On August 25, 2006, the Reporting
Persons were party to an amendment to the Confidentiality Agreement (the
"Amendment"). The Amendment was attached as Exhibit E to the Initial Schedule
13D filed on December 22, 2006.
On December 18, 2006, A-D Acquisition Holdings, LLC ("ADAH") (an affiliate of
Appaloosa), Dolce Investments, LLC ("Dolce") (an affiliate of Cerberus Capital
Management L.P. ("Cerberus")), Harbinger Del-Auto Investment Company Ltd.
("Del-Auto") (an affiliate of Harbinger Capital Partners Master Fund I, Ltd.
("Harbinger")), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill")
and UBS delivered to the Issuer a proposal, which the Issuer accepted, for a
potential investment of up to $3.4 billion in the aggregate in preferred and
common equity of the reorganized Issuer and a proposed reorganization framework
for the Issuer (the "Proposal"). Each of ADAH, Dolce, Del-Auto, Merrill and UBS
are referred to herein as the "Investors." A copy of the Proposal was attached
as Exhibit F to the Initial Schedule 13D filed on December 22, 2006.
According to the Proposal, the Investors would enter into an Equity Purchase and
Commitment Agreement (the "Investment Agreement") providing for the potential
equity investment. The Proposal will terminate if, on or before January 22,
2007, (x) the United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") does not issue an order reasonably satisfactory to
the Investors approving and authorizing the Issuer to enter into the Investment
Agreement and certain other matters, (y) the Issuer has not entered into the
Investment Agreement or (z) any of the Investors determines in its sole
discretion that any of the conditions contained in the Investment Agreement are
incapable of being satisfied or that any of the Investors is entitled to
exercise a termination right under the Investment Agreement.
Equity Investment
Under the terms of the Investment Agreement, on the terms and subject to the
conditions of the Investment Agreement, the Investors would purchase an
aggregate of $1.2 billion of convertible preferred stock and approximately $200
million of common stock in the reorganized Issuer as follows: (i) each Investor
would purchase (A) for $35.00 per share, each Investor's proportionate share of
6,300,000 shares of the reorganized Issuer's new common stock (the "Direct
Subscription Shares") and (B) for $35.00 per share, each Investor's
proportionate share of the reorganized Issuer's new Series B Senior Convertible
Preferred Stock (the "Series B Preferred Stock"); (ii) Dolce would purchase for
$35.00 per share, 8,571,429 shares of the reorganized Issuer's new Series A-1
Senior Convertible Preferred Stock (the "Series A-1 Preferred Stock"); and (iii)
ADAH would purchase for $35.00 per share, 8,571,429 shares of the reorganized
Issuer's new Series A-2 Senior Convertible Preferred Stock (the "Series A-2
Preferred Stock", and together with the Series A-1 Preferred Stock, the "Series
A Preferred Stock"). The number of Direct Subscription Shares and Series B
Preferred Stock to be purchased by each Investor is set forth on Schedule 2 to
the Investment Agreement.
Additionally, on the terms and subject to the conditions of the Investment
Agreement, the Investors would purchase any unsubscribed shares of the
reorganized Issuer's new common stock in connection with an approximately $2.0
billion rights offering that would be made available to holders of Common Stock
as of a record date to be determined by the Issuer. In accordance with the
Investment Agreement, the Issuer would distribute certain rights to holders of
Common Stock to acquire new common stock of the reorganized Issuer subject to
the effectiveness of a registration statement to be filed with the U.S.
Securities and Exchange Commission, approval of the Bankruptcy Court and
satisfaction of other terms and conditions. The rights, which would be
transferable by the original eligible holders, would permit holders to purchase
their pro rata share of new common stock of the reorganized Issuer at $35.00 per
share.
Altogether, the Investors could invest up to an aggregate of $3.4 billion
in the reorganized Issuer. The Investment Agreement is subject to the completion
of due diligence to the satisfaction of the Investors in their sole discretion,
satisfaction or waiver of numerous other conditions (including the Issuer's
achievement of consensual agreements with its U.S. labor unions and General
Motors Corporation ("GM") that are acceptable to the Investors in their sole
discretion) and the non-exercise by either the Issuer or the Investors of
certain termination rights, all of which are more fully described in the
Investment Agreement.
The Investors would be entitled to payment of certain commitment fees and
an alternate transaction fee at the times and under the circumstances set forth
in the Investment Agreement.
Plan of Reorganization Framework
The Investors, the Issuer and GM also executed on December 18, 2006, a Plan
Framework Support Agreement (the "Plan Framework Support Agreement") which
contains terms pursuant to which the parties agree to support confirmation and
consummation of a plan of reorganization for the Issuer which will be based on
the terms contained in the Plan Framework Support Agreement (the "Plan
Framework"). A copy of the Plan Framework Support Agreement was attached as
Exhibit G to the Initial Schedule 13D filed on December 22, 2006. The Plan
Framework provides for, among other things, the distributions to be made to
creditors and stockholders, the treatment of GM's claims against the Issuer, the
resolution of certain pension funding issues and the corporate governance of the
reorganized Issuer. The Plan Framework Support Agreement as well as the
economics and structure of the Plan Framework itself are conditioned on reaching
consensual agreements with the Issuer's U.S. labor unions and GM. Both the
Issuer and the Investors are permitted to terminate the Investment Agreement
(which terminates the Plan Framework Support Agreement) if consensual agreements
are not reached with the Issuer's U.S. labor unions and GM by Jan. 31, 2007.
Corporate Governance Structure
The Investment Agreement and the Plan Framework Support Agreement also
include certain corporate governance provisions for the reorganized Issuer.
Under the terms of the proposed plan, the reorganized Issuer would be governed
by a 12 member board of directors, two of whom would be a new Executive Chairman
and a new Chief Executive Officer and President. Pursuant to the term sheet for
preferred stock attached as an Exhibit to the Investment Agreement (the
"Preferred Term Sheet") and Plan Framework Support Agreement, Rodney O'Neal
would be the Chief Executive Officer and President of the Issuer.
A five member selection committee, consisting of John D. Opie, the lead
independent director of the Issuer's current board of directors, a
representative of each of the Issuer's two statutory committees and a
representative of each of Appaloosa and Cerberus will select the company's
post-emergence Executive Chairman as well as four other directors (one of whom
may be from the Issuer's current board of directors). Appaloosa and Cerberus
must both concur in the selection of the Executive Chairman, but do not vote on
the four other directors. Each of Appaloosa and Cerberus would appoint three
board members comprising the remaining six members of the reorganized Issuer's
new board of directors. The new board of directors would be required to satisfy
all independence requirements imposed by the relevant stock exchange on which
the reorganized Issuer's common stock would be traded. Executive compensation
for the reorganized Issuer must be on market terms, must be reasonably
acceptable to ADAH and Dolce, and the overall executive compensation plan design
must be described in the Issuer's disclosure statement and incorporated into the
plan of reorganization. The holders of the Series A Preferred Stock will have
certain approval rights with respect to certain significant corporate
transactions such as incurring debt, transferring assets and engaging in mergers
or acquisitions, as more fully described in the Preferred Term Sheet.
Subsequent to December 18, 2006 and in connection with the commencement and
prosecution of the Issuer's case (the "Bankruptcy Proceedings") under the United
States Bankruptcy Code, 11 U.S.C. ss. 101-1330 as amended and in effect on
October 8, 2005 (the "Bankruptcy Code"), the Investors and the Issuer agreed to
certain modifications to the Investment Agreement, including, but not limited
to, modifications to the termination rights of the Issuer and the Investor under
the Investment Agreement and the circumstances that would constitute a "change
of recommendation" by the Issuer. A copy of the modified Investment Agreement is
attached hereto as Exhibit K.
Furthermore, subsequent to December 18, 2006 and in connection with the
Bankruptcy Proceedings, the parties to the Investment Agreement agreed to enter
into a Supplement to the Investment Agreement (the "IA Supplement") pursuant to
which for so long as the official committee of unsecured creditors of the Issuer
in the Bankruptcy Proceedings (the "Creditors' Committee") supports the
implementation of the Investment Agreement and the Plan Framework Support
Agreement and the transactions contemplated thereby, the parties to the
Investment Agreement would agree to certain amendments to the Investment
Agreement. In addition, the parties to the Plan Framework Support Agreement
agreed to an Amendment and Supplement to the Plan Framework Support Agreement
(the "PFSA Amendment and Supplement" and, the PFSA Amendment and Supplement
together with the IA Supplement, the "Supplements") pursuant to which (i) the
parties to the Plan Framework Support Agreement agreed to certain amendments to
the Plan Framework Support Agreement and (ii) for so long as the Creditors'
Committee supports the implementation of the Investment Agreement and the Plan
Framework Support Agreement and the transactions contemplated thereby, the
parties to the Plan Framework Support Agreement would agree to certain
additional modifications to the Plan Framework Support Agreement.
The IA Supplement involves, among other things, (i) specified procedures for
ADAH and Dolce to propose an alternative exit financing and a related
termination right for the Issuer and (ii) modification of the Preferred Term
Sheet to clarify that on a change of control of the Issuer, the fair market
value of the Series B Preferred Stock shall not reflect the value of the
governance rights attributable to the Series A Preferred Stock. The PFSA
Amendment and Supplement involves, among other things, the following amendments
to the Plan Framework Support Agreement that are independent of continued
Creditors' Committee support: (i) a prohibition on the ability of the Issuer and
the Investors to terminate the Plan Framework Support Agreement after a
disclosure statement is approved and (ii) certain provisions related to interest
on trade and other unsecured claims. The PFSA Amendment and Supplement also
involves, among other things, certain modifications to the Plan Framework
Support Agreement that are contingent on continued Creditors' Committee support
that relate to the ability of the Creditors' Committee to review and consult
with respect to certain documents that will be included as part of the
implementation of a plan of reorganization of the Issuer and executive
compensation arrangements. Copies of the Supplements are attached hereto as
Exhibits L and M.
On January 11 and January 12, 2007, the Bankruptcy Court held a hearing on
Delphi's motion for, among other things, the approval of the Investment
Agreement, the Plan Framework Support Agreement and the Supplements. On January
12, 2007, the Bankruptcy Court approved such motion and on January 18, 2007, the
modified Investment Agreement and the Supplements were executed by the parties
thereto.
On February 28, 2007, the Issuer and the Investors entered into an amendment
(the "Investment Agreement Amendment") to the previously disclosed Investment
Agreement. Pursuant to the terms of the Investment Agreement Amendment, the date
by which the Issuer, Dolce or ADAH have the right to terminate the Investment
Agreement on account of the Issuer not having completed tentative labor
agreements with the Issuer's principal U.S. labor unions and a consensual
settlement of legacy issues with GM was extended. The Investment Agreement
Amendment provides that the day-to-day right to terminate will continue beyond
February 28, 2007 through a future date to be established pursuant to a 14 day
notice mechanism set forth in the Investment Agreement Amendment. The Issuer,
Dolce and ADAH also agreed not to exercise such termination right before March
15, 2007. The Investment Agreement Amendment also extends the deadline to make
certain regulatory filings under the federal antitrust laws in connection with
the framework transaction. A copy of the Investment Agreement Amendment was
attached as Exhibit 16 to Appaloosa's Schedule 13D/A filed on March 2, 2007.
On March 7, 2007, ADAH, Dolce, Del-Auto and UBS (the "Initial Investors") and
certain third party additional investors (the "Additional Investors") entered
into an agreement (the "Additional Investor Agreement"), dated as of March 5,
2007, pursuant to which, on the terms and conditions contained therein, the
Initial Investors committed to sell and the Additional Investors committed to
buy a portion of any Direct Subscription Shares and Unsubscribed Shares that may
be purchased by the Initial Investors pursuant to the Investment Agreement. The
aggregate maximum amount of Direct Subscription Shares and Unsubscribed Shares
that may be sold pursuant to the Additional Investor Agreement would be
approximately 44,857,166, assuming that the Investors are required to purchase
all the shares of Common Stock pursuant to the Rights Offering. Further, the
Additional Investor Agreement provides that the Initial Investors will share
with the Additional Investors a portion of any Standby Commitment Fee and/or
Alternate Transaction Fee (as such terms are defined in the Investment
Agreement) received by the Initial Investors. The Initial Investors expressly
disclaim membership in a group (within the meaning of Section 13(d) of the
Securities Exchange Act of 1934) with the Additional Investors. A copy of the
form of Additional Investor Agreement was attached as Exhibit 17 to Appaloosa's
Schedule 13D/A filed on March 12, 2007.
On May 10, 2007, pursuant to Section 9(a)(v) of the Investment Agreement,
Appaloosa and the Issuer entered into an amendment to the Confidentiality
Agreement (the "Second Amendment"). A copy of the Second Amendment was attached
as Exhibit 18 to Appaloosa's Schedule 13D/A filed on May 15, 2007.
On July 3, 2007, pursuant to Section 9(a)(v) of the Investment Agreement,
Appaloosa and the Issuer entered into an amendment to the Confidentiality
Agreement (the "Third Amendment"). A copy of the Third Amendment was attached
as Exhibit 19 to Appaloosa's Schedule 13D/A filed on July 7, 2007.
On July 7, 2007, the Issuer delivered a notice of termination of the
Investment Agreement pursuant to Section 12(g) of the Investment Agreement. The
Investors continue to engage in discussions with the Issuer regarding a possible
restructured investment in the Issuer in connection with the Issuer's
reorganization, including many elements similar to those contained in the
Investment Agreement and the Plan Framework Support Agreement.
Except as described in this Item 4 or otherwise described in this
Statement, the Reporting Persons currently have no plans or proposals which
relate to or would result in any transaction, event or action enumerated in
paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated
under the Securities Exchange Act of 1934, as amended. Subject to the terms of
the Investment Agreement and the Plan Framework Support Agreement, each of the
Reporting Persons reserves the right, in light of its or his ongoing evaluation
of the Issuer's financial condition, business, operations and prospects, the
market price of the Common Stock, conditions in the securities markets
generally, general economic and industry conditions, its or his business
objectives and other relevant factors, to change its or his plans and intentions
at any time, as it or he deems appropriate. In particular, and without limiting
the generality of the foregoing (but subject to the terms of the Confidentiality
Agreement), any one or more of the Reporting Persons (and their respective
affiliates) reserves the right, in each case subject to any applicable
limitations imposed on the sale of any of their Common Stock by the Securities
Act of 1933, as amended, or other applicable law, to (i) purchase additional
shares of Common Stock or other securities of the Issuer, (ii) sell or transfer
shares of Common Stock or other securities beneficially owned by them from time
to time in public or private transactions and (iii) cause any of the Reporting
Persons to distribute in kind to their respective stockholders, partners or
members, as the case may be, shares of Common Stock or other securities owned by
such Reporting Persons.
This Amendment is not a solicitation for votes on the Issuer's plan of
reorganization. No disclosure statement has been approved by the Bankruptcy
Court for the Issuer's plan of reorganization.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
On July 31, 2006, Appaloosa and the Issuer entered into a Confidential
Information, Standstill and Nondisclosure Agreement. Harbinger is also a party
to the Confidentiality Agreement.
On July 31, 2006, Appaloosa engaged UBS as lead financial adviser and lead
capital markets provider and engaged Merrill Lynch as an additional financial
adviser, in each case in connection with any potential restructuring,
acquisition or other transaction involving the Issuer. Pursuant to the
engagement letters, the financial advisers are to be given an opportunity to
participate in any debt or equity financing transaction involving the Issuer
that is sponsored by Appaloosa and not financed by Appaloosa. Harbinger is also
a party to these engagement letters.
On August 25, 2006, Appaloosa and the Issuer entered into an amendment to
the Confidential Information, Standstill and Nondisclosure Agreement. Harbinger
is also a party to such amendment.
On December 18, 2006 (i) the Investors delivered the Proposal to the
Issuer, which the Issuer accepted and (ii) the Investors, the Issuer and GM
entered into the Plan Framework Support Agreement. Concurrent with the delivery
of the Proposal, Appaloosa, Harbinger and Merrill entered into a limited
partnership agreement (the "Limited Partnership Agreement") in connection with
the establishment of DEL A-2 L.P. (the "Partnership"). Pursuant to the Limited
Partnership Agreement, an entity wholly-owned by AMLP is the general partner of
the Partnership. Merrill and entities affiliated with Appaloosa and Harbinger
will be limited partners of the Partnership. Harbinger provided a commitment
letter regarding its affiliate's obligations as a limited partner. Pursuant to
the Limited Partnership Agreement, if Series A-2 Preferred Stock is purchased by
ADAH, it would be sold to the Partnership at a purchase price equal to that paid
by ADAH and the Limited Partners would make an investment in the Partnership,
and be entitled to participate in distributions on account of, and proceeds in
respect of, the Series A-2 Preferred Stock.
in addition, concurrent with the delivery of the Proposal, (1) Appaloosa
and Cerberus entered into an agreement regarding the allocation of certain
potential liabilities in connection with any breach of the Investment Agreement
and (2) Appaloosa, Harbinger, UBS and Merrill entered into a similar agreement.
On January 18, 2007, after approval by the Bankruptcy Court, (i) the
Investors and the Issuer entered into the Investment Agreement and the IA
Supplement and (ii) the Investors, the Issuer and GM entered into the PFSA
Amendment and Supplement.
On February 28, 2007, the Investors and the Issuer entered into the Investment
Agreement Amendment.
On March 7, 2007, the Initial Investors and the Additional Investors entered
into the Additional Investor Agreement.
On May 10, 2007, Appaloosa and the Issuer entered into an amendment to the
Confidential Information, Standstill and Nondisclosure Agreement. Harbinger is
also a party to such amendment.
On July 3, 2007, Appaloosa and the Issuer entered into an amendment to the
Confidential Information, Standstill and Nondisclosure Agreement. Harbinger is
also a party to such amendment.
On July 7, 2007, the Issuer delivered a notice of termination of the
Investment Agreement pursuant to Section 12(g) of the Investment Agreement.
* * *
Other than as described in this statement, to the best knowledge of the
Reporting Persons there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons, and between any
such persons and any other person, with respect to any securities of the Issuer,
including but not limited to, transfer and voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, or a pledge or contingency the occurrence of which would give
another person voting power or investment power over the securities of the
Issuer.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 1, FILED ON JANUARY 19,
2007.
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.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-------------------------
/s/ Philip Falcone
-------------------------
Philip Falcone
/s/ Raymond J. Harbert
-------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-------------------------
Michael D. Luce
July 10, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated July 10, 2007 relating to the
Common Stock, $0.01 par value of Delphi Corporation shall be filed on behalf of
the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-------------------------
/s/ Philip Falcone
-------------------------
Philip Falcone
/s/ Raymond J. Harbert
-------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-------------------------
Michael D. Luce
July 10, 2007
SK 03773 0003 790419