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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
----------
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DELPHI CORPORATION
------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
247126105
--------------
(CUSIP Number)
Kenneth Maiman
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 18, 2006
(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 which 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
[ ].
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Page 1 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220838
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK 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 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
27,716,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
27,716,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,665,069(1)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%(1)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(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, Harbinger
Capital Partners Master Fund I, Ltd. and its related entities beneficially
own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated
beneficially owns 1,958,350 shares and UBS Securities LLC beneficially owns
4,540,719 shares.
Page 2 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Palomino Fund Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
98-0150431
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
24,284,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,284,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,233,069(1)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.19%(1)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(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, Harbinger
Capital Partners Master Fund I, Ltd. and its related entities beneficially
own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated
beneficially owns 1,958,350 shares and UBS Securities LLC beneficially owns
4,540,719 shares.
Page 3 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Management L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220835
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK 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 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,949,069(1)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12%(1)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(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, Harbinger
Capital Partners Master Fund I, Ltd. and its related entities beneficially
own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated
beneficially owns 1,958,350 shares and UBS Securities LLC beneficially owns
4,540,719 shares.
Page 4 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Partners Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220833
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK 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 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,949,069(1)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12%(1)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(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, Harbinger
Capital Partners Master Fund I, Ltd. and its related entities beneficially
own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated
beneficially owns 1,958,350 shares and UBS Securities LLC beneficially owns
4,540,719 shares.
Page 5 of 17
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
David A. Tepper
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,949,069(1)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.12%(1)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(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, Harbinger
Capital Partners Master Fund I, Ltd. and its related entities beneficially
own 26,450,000 shares, Merrill Lynch, Pierce, Fenner & Smith Incorporated
beneficially owns 1,958,350 shares and UBS Securities LLC beneficially owns
4,540,719 shares.
Page 6 of 17
This Amendment No. 3 (this "Amendment") to the Schedule 13D (the "Initial
Schedule 13D") initially filed on March 16, 2006 by the Reporting Persons (as
defined in the Initial Schedule 13D), as amended on August 1, 2006 and August
29, 2006, relates to the common stock, $0.01 par value per share (the "Common
Stock"), of Delphi Corporation, a Delaware corporation (the "Issuer"), and is
being filed to amend the Reporting Persons' previously-filed Schedule 13D as
specifically set forth below.
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 Amendment that does not expressly pertain to a
Reporting Person, as such term is defined in Item 2 of the Initial Schedule 13D.
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, and unless otherwise
amended hereby, all information previously filed remains in effect.
ITEM 3 IS AMENDED AND RESTATED AS FOLLOWS:
AMLP, API and Mr. Tepper beneficially own 52,000,000 shares of Common Stock
(the "AMLP Shares"). AILP beneficially owns 27,716,000 shares of Common Stock
(the "AILP Shares"), which were acquired with the funds of AILP. Palomino
beneficially owns 24,284,000 shares of Common Stock (the "Palomino Shares," and
together with the AMLP Shares and the AILP Shares, the "Shares"), which were
acquired with the funds of Palomino. The aggregate purchase price of the AILP
Shares was $9,295,306.80. The aggregate purchase price of the Palomino Shares
was $8,144,293.20.
The funds required to satisfy the commitment of the Reporting Persons'
affiliate pursuant to the Investment Agreement (as defined below) are expected
to be provided by AILP and Palomino.
ITEM 4 IS AMENDED AND RESTATED AS FOLLOWS:
The acquisition of the shares of Common Stock that are currently
beneficially owned by the Reporting Persons was for investment purposes. On
March 15, 2006, in its capacity as a stockholder, Appaloosa Management L.P.
("Appaloosa") sent a letter (the "March 15th Letter") to the Issuer's board of
directors expressing concerns over the current management of the Issuer in
connection with the commencement and prosecution of the Issuer's case under the
United States Bankruptcy Code, 11 U.S.C. Sections 101-1330 as amended and in
effect on October 8, 2005 (the "Bankruptcy Code"). As described below, Appaloosa
has withdrawn this letter.
On July 31, 2006, Appaloosa and the Issuer entered into a Confidential
Information, Standstill and Nondisclosure Agreement (the "Confidentiality
Agreement"). The Confidentiality Agreement was attached as Exhibit 3 to the
Schedule 13D/A filed on August 1, 2006. Pursuant
Page 7 of 17
to the terms of the Confidentiality Agreement, the Issuer may furnish to
Appaloosa certain non-public, confidential and/or proprietary information
pertaining to the Issuer which is reasonably necessary in order for Appaloosa to
evaluate a possible negotiated business arrangement involving the Issuer in its
reorganization case under chapter 11 of the Bankruptcy Code. Subject to
customary exceptions, Appaloosa agrees to keep the Evaluation Material (as
defined in the Confidentiality Agreement) strictly confidential. Prior to the
Release Date (as defined in the Confidentiality Agreement), unless otherwise
agreed to by the Issuer in writing, Appaloosa agrees to engage in discussions
and negotiate exclusively with the Issuer and its legal and financial advisors
with respect to a possible negotiated business arrangement involving the Issuer.
In addition, in accordance with the Confidentiality Agreement, Appaloosa has
withdrawn the March 15th Letter and agreed not to take certain other actions, as
more fully described in the Confidentiality Agreement.
On August 25, 2006, Appaloosa and the Issuer entered into an amendment to
the Confidentiality Agreement (the "Amendment"). The Confidentiality Agreement
was attached as Exhibit 6 to the Schedule 13D/A filed on August 28, 2006.
Pursuant to the Amendment, in connection with certain confidential information
produced and designated as "confidential" or "highly confidential" by the
Debtors under various stipulations and protective orders entered into in the
Issuer's reorganization case under chapter 11 of the Bankruptcy Code, that has
been furnished and may continue to be furnished to certain representatives of
Appaloosa (the "Litigation Material"), Appaloosa may use the Litigation Material
for a Permitted Purpose (as defined in the Amendment), and the Litigation
Material so used will be deemed Evaluation Material (as defined in the
Confidentiality Agreement).
On July 31, 2006, Appaloosa engaged UBS Securities LLC ("UBS") as lead
financial adviser and lead capital markets provider and engaged Merrill Lynch &
Co. ("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. The engagement letters were attached as Exhibits 4 and 5,
respectively, to the Schedule 13D/A filed on August 1, 2006.
Proposal Letter
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 is attached hereto as Exhibit 7.
According to the Proposal, the Investors would enter into an Equity
Purchase and Commitment Agreement (the "Investment Agreement") providing for the
potential equity
Page 8 of 17
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.
Page 9 of 17
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 is attached hereto
as Exhibit 8. 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.
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
Page 10 of 17
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 IS AMENDED AND RESTATED AS FOLLOWS:
(a) - (b) Set forth in the table below is the number and percentage of
shares of Common Stock beneficially owned by each Reporting Person as of
December 18, 2006:
Number of Shares Number of Shares
Beneficially Owned with Beneficially Owned with Aggregate Number of
Sole Voting and Shared Voting and Shares Beneficially
Name Dispositive Power Dispositive Power Owned(1)
------------------------------- ------------------------ ----------------------- ---------------------
Appaloosa Investment Limited
Partnership I 0 27,716,000 60,665,069
Palomino Fund Ltd. 0 24,284,000 57,233,069
Appaloosa Management L.P. 0 52,000,000 84,949,069
Appaloosa Partners Inc. 0 52,000,000 84,949,069
----------
(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, Harbinger Capital Partners Master Fund I, Ltd. and its related
entities beneficially own 26,450,000 shares, Merrill Lynch, Pierce, Fenner
& Smith Incorporated beneficially owns 1,958,350 shares and UBS Securities
LLC beneficially owns 4,540,719 shares.
Page 11 of 17
Number of Shares Number of Shares
Beneficially Owned with Beneficially Owned with Aggregate Number of
Sole Voting and Shared Voting and Shares Beneficially
Name Dispositive Power Dispositive Power Owned(1)
------------------------------- ------------------------ ----------------------- ---------------------
David A. Tepper 0 52,000,000 84,949,069
Pursuant to Rule 13d-5(b)(1), the Reporting Persons are deemed to be the
beneficial owner of shares of Common Stock beneficially owned by the other
Investors. The Reporting Persons do not have any agreement regarding the voting
or disposition of such shares. The number of shares of Common Stock beneficially
owned by each of the other Investors, based on information provided to the
Reporting Persons by each such Investor, is set forth in Items 11 and 13 on the
cover pages of this Schedule 13D/A.
(c) None of the Reporting Persons has purchased or sold Common Stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6 IS 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"), a copy of which is
attached hereto as Exhibit 9. 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 are limited partners of
the Partnership. A commitment letter from Harbinger regarding its affiliate's
obligations as a limited partner is attached hereto as Exhibit
Page 12 of 17
10. 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.
Copies of such agreements are attached hereto as Exhibits 11 and 12.
* * *
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 IS AMENDED TO ADD THE FOLLOWING EXHIBITS:
Exhibit No. Description
----------- -----------------------------------------------------------------
7 Proposal Letter (attaching form of Equity Purchase and Commitment
Agreement and Equity Commitment Letters) dated December 18, 2006
(incorporated by reference to Exhibit 99.E of the Form 8-K filed
by Delphi Corporation on December 18, 2006).
8 Plan Framework Support Agreement, dated December 18, 2006, among
Delphi Corporation, General Motors Corporation, Appaloosa
Management L.P., Cerberus Capital Management, L.P., Harbinger
Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and UBS Securities LLC (incorporated
by reference to Exhibit 99.A of the Form 8-K filed by Delphi
Corporation on December 18, 2006).
9 Agreement of Limited Partnership of Del A-2 L.P., dated December
18, 2006, among A-D GP Management, LLC, Appaloosa Investment L.P.
I, Palomino Fund Ltd., Harbinger Del-Auto Investment Company,
Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
10 Commitment Letter from Harbinger Capital Partners Master Fund I,
Ltd. to Harbinger Del-Auto Investments Company, Ltd. and DEL A-2
L.P.
Page 13 of 17
11 Contribution and Reimbursement Agreement, dated December 18,
2006, between Appaloosa Management L.P. and Cerberus Capital
Management L.P.
12 Contribution and Reimbursement Agreement, dated December 18,
2006, among Appaloosa Management L.P., Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith,
Incorporated and UBS Securities LLC.
Page 14 of 17
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.
Dated: December 19, 2006
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
---------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
---------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
---------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
---------------------------
Name: David A. Tepper
Title: President
Page 15 of 17
/s/ David A. Tepper
---------------------------
David A. Tepper
Page 16 of 17
EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------------
7 Proposal Letter (attaching form of Equity Purchase and Commitment
Agreement and Equity Commitment Letters) dated December 18, 2006
(incorporated by reference to Exhibit 99.E of the Form 8-K filed
by Delphi Corporation on December 18, 2006).
8 Plan Framework Support Agreement, dated December 18, 2006, among
Delphi Corporation, General Motors Corporation, Appaloosa
Management L.P., Cerberus Capital Management, L.P., Harbinger
Capital Partners Master Fund I, Ltd., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and UBS Securities LLC (incorporated
by reference to Exhibit 99.A of the Form 8-K filed by Delphi
Corporation on December 18, 2006).
9 Agreement of Limited Partnership of Del A-2 L.P., dated December
18, 2006, among A-D GP Management, LLC, Appaloosa Investment L.P.
I, Palomino Fund Ltd., Harbinger Del-Auto Investment Company, Ltd.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
10 Commitment Letter from Harbinger Capital Partners Master Fund I,
Ltd. to Harbinger Del-Auto Investments Company, Ltd. and DEL A-2
L.P.
11 Contribution and Reimbursement Agreement, dated December 18,
2006, between Appaloosa Management L.P. and Cerberus Capital
Management L.P.
12 Contribution and Reimbursement Agreement, dated December 18,
2006, among Appaloosa Management L.P., Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith,
Incorporated and UBS Securities LLC.
Page 17 of 17