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) August 6, 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
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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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)) |
ITEM 8.01 OTHER EVENTS
Delphi Corporation (“Delphi” or the “Company”) today announced it had reached a tentative agreement
and signed a Memorandum of Understanding with four additional unions representing certain United
States (“U.S.”) hourly employees, the International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America, the International Association of
Machinists, the International Brotherhood of Electrical Workers, the International Union of
Operating Engineers, and General Motors Corporation covering workforce transition, legacy pension
items as well as other comprehensive transformational matters. The agreements are subject to union
ratification and approval by the U.S. Bankruptcy Court for the Southern District of New York (the
“Court”). A copy of the press release is attached as exhibit 99(a) 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; 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 develop, 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
new 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 (“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 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 distributi
on on account of their interest and cancellation of their interests. In addition,
under certain conditions specified in the U.S. 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 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.