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) July 31, 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
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(Commission File Number)
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(IRS Employer Identification No.) |
Incorporation) |
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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
(Registrants 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 7.01 REGULATION FD DISCLOSURE
Operating Report
On July 31, 2007, Delphi Corporation (Delphi or the Company) and certain of its subsidiaries
(collectively, the Debtors) filed their unaudited consolidated Monthly Operating Report for the
month ended June 30, 2007 (the Monthly Operating Report) with the United States (U.S.)
Bankruptcy Court for the Southern District of New York (the Court) (In re Delphi Corporation, et
al., Case No. 05-44481). Exhibit 99(a) to this Current Report on Form 8-K contains the unaudited
consolidated Monthly Operating Report as filed with the Court.
The Monthly Operating Report is limited in scope, covers a limited time period, and has been
prepared solely for the purpose of complying with the monthly reporting requirements of the Court.
The Companys foreign subsidiaries have not filed for bankruptcy protection, and financial
information regarding such foreign subsidiaries is not part of the consolidated group included in
the Monthly Operating Report. The financial information in the Monthly Operating Report is
preliminary and unaudited and does not purport to show the financial statements of any of the
Debtors in accordance with accounting principles generally accepted in the United States of America
(GAAP), and therefore may exclude items required by GAAP, such as certain reclassifications,
eliminations, accruals, and disclosure items. The Company cautions readers not to place undue
reliance upon the Monthly Operating Report. There can be no assurance that such information is
complete. The Monthly Operating Report may be subject to revision. The Monthly Operating Report is
in a format required by the U.S. Bankruptcy Code (Bankruptcy Code) and should not be used for
investment purposes. The information in the Monthly Operating Report should not be viewed as
indicative of future results.
Additional information regarding Delphis filing under the Bankruptcy Code, including access to
court documents and other general information about the chapter 11 cases, is also available online
at www.delphidocket.com.
Limitation on Incorporation by Reference
The Monthly Operating Report is being furnished for informational purposes only and is not deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended. Registration statements or other documents
filed with the U.S. Securities and Exchange Commission (SEC) shall not incorporate the Monthly
Operating Report or any other information set forth in this Current Report on Form 8-K by
reference, except as otherwise expressly stated in such filing. This Current Report on Form 8-K
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
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 Companys 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 Companys 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 Companys 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 Companys ability to satisfy the terms and
conditions of the new Equity Purchase and Commitment Agreement, if
and when executed; the Companys ability to satisfy the terms
and conditions of a new Plan Framework Support Agreement, if and when
executed; 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 Companys ability to maintain
contracts that are critical to its operations; the potential adverse impact of the chapter 11 cases
on the Companys 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 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 Companys 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 Companys 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 Companys 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 Delphis 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 no value. Accordingly, the Company
urges that appropriate caution be exercised with respect to existing and future investments in
Delphis common stock or other equity interests or any claims relating to prepetition liabilities.
ITEM 9.01 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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Delphi Corporations Monthly Operating Report
for the Month Ended June 30, 2007 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DELPHI CORPORATION |
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(Registrant) |
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Date: July 31, 2007
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By: /s/ THOMAS S. TIMKO |
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Thomas S. Timko, |
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Controller and Chief Accounting Officer |