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. 8)
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)
April 5, 2008
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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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
CO
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
CO
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
CO
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
CO
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
IN
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
IN
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) [_]
(b) [X]
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%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 247126105
---------------------
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Item 1. Security and Issuer.
ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
This Amendment No. 8 (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"), July 10, 2007 (the "Amendment No. 2"), July 20,
2007 (the "Amendment No. 3"), November 2, 2007 (the "Amendment No. 4"), November
16, 2007 (the "Amendment No. 5"), December 14, 2007 (the "Amendment No. 6") and
April 4, 2008 (the "Amendment No. 7") 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").
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, in the Amendment No. 1, in the
Amendment No. 2, in the Amendment No. 3, in the Amendment No. 4 , in the
Amendment No. 5, in the Amendment No. 6 and in the Amendment No. 7 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 BY ADDING THE FOLLOWING:
On April 5, 2008 ADAH delivered a supplement to the notice of termination of the
December 7th Investment Agreement (sometimes referred to as the EPCA), a copy of
which is attached as Exhibit 52 of the Schedule 13 D/A filed by Appaloosa
Management L.P., dated April 8, 2008. The closing of the transactions
contemplated by the EPCA did not occur by April 4, 2008. Consequently, ADAH
delivered the supplemental termination notice to the Company as an additional
ground for terminating the EPCA.
As a result of the termination of the EPCA, the Filing Persons are no longer a
member of any "group" that may have been created by the EPCA and related
arrangements and are no longer the beneficial owner of more than five percent of
the Common Stock.
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Item 5. Interest in Securities of the Issuer.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 4 IS HEREBY AMENDED AND RESTATED BY ADDING THE FOLLOWING:
On April 5, 2008 ADAH delivered a supplement to the notice of termination of the
EPCA, a copy of which is attached as Exhibit 52 of the Schedule 13 D/A filed by
Appaloosa Management L.P., dated April 8, 2008.
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Item 7. Material to be Filed as Exhibits.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 7, FILED ON APRIL 4,
2008.
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.
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Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
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HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
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Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
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/s/ Philip Falcone
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Philip Falcone
/s/ Raymond J. Harbert
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Raymond J. Harbert
/s/ Michael D. Luce
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Michael D. Luce
April 11, 2008
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 April 11, 2008 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.
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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
April 11, 2008
SK 03773 0003 872198