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) June 1, 2009
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) |
(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))
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TABLE OF CONTENTS
Delphi Corporation (“Delphi” or the “Company”) announced the filing of further modifications to its
confirmed First Amended Joint Plan of Reorganization and a Supplement to its First Amended
Disclosure Statement with the United States Bankruptcy Court for the Southern District of New York
(the “Court”). Copies of these documents, which remain subject to approval by the Court as part of
the reorganization plan modification process, are posted on
www.delphidocket.com and are also
available on the Investor Relation’s portion of Delphi’s
website, www.delphi.com. For an overview
of the proposed modifications as well as interim liquidity arrangements until implementation of a
modified plan, see the press release issued by Delphi earlier this afternoon, attached as Exhibit
99(a) hereto and incorporated by reference herein.
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 partial temporary accelerated payments agreement and Advance Agreement with General Motors
Corporation (“GM”), its debtor-in-possession financing facility, and to obtain an extension of term
or other amendments as necessary to maintain access to such Advance Agreement and facility; the
Company’s ability to obtain Court approval with respect to motions in the Chapter 11 cases
prosecuted by it from time to time, including the ability of the Company to obtain Court approval
of the interim Liquidity Support Agreement with GM and approval to further modify the Plan which
was confirmed by the Court on January 25, 2008, to confirm such modified plan or any other
subsequently filed plan of reorganization and to consummate such plan or other consensual
resolution of Delphi’s Chapter 11 cases; 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 as described in the proposed modifications to its Plan as filed with the Court 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, 2008 filed with the United States Securities and Exchange Commission, including the
risk factors in Part I. Item 1A. Risk Factors, contained therein and in Part II. Item 1A. Risk
Factors in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. 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. It
is possible that Delphi’s common stock may have no value and claims relating to prepetition
liabilities may receive no value.
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| ITEM 9.01 |
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FINANCIAL STATEMENTS AND EXHIBITS |
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Exhibits. The following exhibit is being furnished as part of this report. |
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| Exhibit |
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Description |
99 (a)
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Press release issued by Delphi Corporation on June 1, 2009 |