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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
DELPHI CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.01 per share
(Title of Class of Securities)
247126105
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(CUSIP Number)
Merrill Lynch & Co., Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Telephone: (212) 449 - 1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 2006
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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 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. This box should not be checked off.
(Continued on following pages)
(Page 1 of 30 Pages)
*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).
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CUSIP No. 247126105 Schedule 13D Page 2 of 30
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch & Co., Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0 Shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 1,490,459 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 Shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,490,459 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,490,459 Shares(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27 %(1)
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14 TYPE OF REPORTING PERSON
HC, CO
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(1) As a result of the proposal and related agreements described in Item 4,
the Reporting Persons may be deemed to be the beneficial owners of Shares
(as defined below) beneficially owned by the other persons described in
Item 4. Based on information provided to the Reporting Persons, Appaloosa
Management L.P. and its related entities beneficially own 52,000,000
Shares (9.26% of the outstanding Shares), Harbinger Capital Partners
Master Fund I, Ltd. and its related entities beneficially own 26,450,000
Shares (4.71% of the outstanding Shares), and UBS Securities LLC and its
related entities beneficially own 4,540,719 Shares (0.81%). The total
percentage of the outstanding Shares beneficially owned by the group is
15.04%.
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CUSIP No. 247126105 Schedule 13D Page 3 of 30
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 1,482,726 Shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,482,726 Shares
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WITH 10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,726 Shares(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26 %(1)
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14 TYPE OF REPORTING PERSON
BD, IA, CO
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(1) As a result of the proposal and related agreements described in Item 4,
the Reporting Persons may be deemed to be the beneficial owners of Shares
beneficially owned by the other persons described in Item 4. Based on
information provided to the Reporting Persons, Appaloosa Management L.P.
and its related entities beneficially own 52,000,000 Shares (9.26% of the
outstanding Shares), Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 Shares (4.71% of the
outstanding Shares), and UBS Securities LLC and its related entities
beneficially own 4,540,719 Shares (0.81%). The total percentage of the
outstanding Shares beneficially owned by the group is 15.04%.
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CUSIP No. 247126105 Schedule 13D Page 4 of 30
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch Financial Markets, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 515 Shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 515 Shares
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WITH 10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00 %(1)
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14 TYPE OF REPORTING PERSON
CO
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(1) As a result of the proposal and related agreements described in Item 4,
the Reporting Persons may be deemed to be the beneficial owners of Shares
beneficially owned by the other persons described in Item 4. Based on
information provided to the Reporting Persons, Appaloosa Management L.P.
and its related entities beneficially own 52,000,000 Shares (9.26% of the
outstanding Shares), Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 Shares (4.71% of the
outstanding Shares), and UBS Securities LLC and its related entities
beneficially own 4,540,719 Shares (0.81%). The total percentage of the
outstanding Shares beneficially owned by the group is 15.04%.
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CUSIP No. 247126105 Schedule 13D Page 5 of 30
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch Bank & Trust Co., FSB
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Federal Savings Bank under US Federal law
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7 SOLE VOTING POWER
NUMBER OF 7,053 Shares
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0 Shares
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BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,053 Shares
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WITH 10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,053 Shares(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00 %(1)
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14 TYPE OF REPORTING PERSON
BK
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(1) As a result of the proposal and related agreements described in Item 4,
the Reporting Persons may be deemed to be the beneficial owners of Shares
beneficially owned by the other persons described in Item 4. Based on
information provided to the Reporting Persons, Appaloosa Management L.P.
and its related entities beneficially own 52,000,000 Shares (9.26% of the
outstanding Shares), Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 Shares (4.71% of the
outstanding Shares), and UBS Securities LLC and its related entities
beneficially own 4,540,719 Shares (0.81%). The total percentage of the
outstanding Shares beneficially owned by the group is 15.04%.
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CUSIP No. 247126105 Schedule 13D Page 6 of 30
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch International
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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7 SOLE VOTING POWER
NUMBER OF 165 Shares
------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED 0 Shares
------------------------------------------------
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 165 Shares
------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165 Shares(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00 %(1)
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14 TYPE OF REPORTING PERSON
OO
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(1) As a result of the proposal and related agreements described in Item 4,
the Reporting Persons may be deemed to be the beneficial owners of Shares
beneficially owned by the other persons described in Item 4. Based on
information provided to the Reporting Persons, Appaloosa Management L.P.
and its related entities beneficially own 52,000,000 Shares (9.26% of the
outstanding Shares), Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 Shares (4.71% of the
outstanding Shares), and UBS Securities LLC and its related entities
beneficially own 4,540,719 Shares (0.81%). The total percentage of the
outstanding Shares beneficially owned by the group is 15.04%.
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CUSIP No. 247126105 Schedule 13D Page 7 of 30
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ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Schedule 13D") relates to shares of
Common Stock, par value $0.01 per share (the "Shares"), of Delphi Corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
5725 Delphi Drive, Troy, Michigan, 48098.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co."), Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Financial
Markets, Inc. ("MLFM"), Merrill Lynch Bank & Trust Co., FSB ("MLTFSB") and
Merrill Lynch International ("MLI") (collectively, the "Reporting Persons").
MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and
MLTFSB are indirect wholly owned subsidiaries of ML&Co.
ML&Co. through its subsidiaries, including the other Reporting Persons,
provides broker-dealer, investment banking, financing, wealth management,
advisory, insurance, lending, and related products and services on a global
basis. ML&Co, MLPF&S, and MLFM are each corporations organized under the laws
of Delaware. MLI is a company incorporated under the laws of England and Wales.
MLTFSB is a Federal savings bank organized under U.S. Federal law.
The principal business address of ML&Co., and the address of its principal
office, is 4 World Financial Center, 250 Vesey Street, New York, New York
10080. The principal business address of MLPF&S, MLFM, MLTFSB and MLI is c/o
ML&Co. at the same address.
The name, present principal occupation or employment (and the name, principal
business and address of any corporation or other organization in which such
employment is conducted), and citizenship of each director of ML&Co. is set
forth in Schedule I-A hereto and is incorporated herein by reference. The name,
business address, present principal occupation or employment, and citizenship
of each executive officer of ML&Co. is set forth in Schedule I-B hereto and is
incorporated herein by reference. Mr. Virgis W. Colbert, a director of ML&Co.,
is also a director of the Issuer. According to a Form 4 filed on October 3,
2005, Mr. Colbert owned 79,416 restricted stock units that represent an
entitlement to an equivalent number of shares of the Issuer as of October 3,
2005. Mr. Colbert voluntarily recused himself from any deliberations of the
board of directors of the Issuer relating to the transaction described in Item
4. On December 11, 2006, Mr. Colbert informed the Issuer that he will retire as
a director of the Issuer effective December 31, 2006. The name, present
principal occupation or employment (and the name, principal business and
address of any corporation or other organization in which such employment is
conducted), and citizenship of each director of MLPF&S is set forth in Schedule
II-A hereto and is incorporated herein by reference. The name, business
address, present principal occupation or employment, and citizenship of each
executive officer of MLPF&S is set forth in Schedule II-B hereto and is
incorporated herein by reference. The name, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted), and citizenship of
each director of MLFM is set forth in Schedule III-A hereto and is incorporated
herein by reference. The name, business address, present principal occupation
or employment, and citizenship of each executive officer of MLFM is set forth
in Schedule III-B hereto and is incorporated herein by reference. The name,
present principal occupation or employment (and the name, principal business
and address of any corporation or other organization in which such employment
is conducted), and citizenship of each director of MLTFSB is set forth in
Schedule IV-A hereto and is incorporated herein by reference. The name,
business address, present principal occupation or employment, and citizenship
of each executive officer of MLTFSB is set forth in Schedule IV-B hereto and is
incorporated herein by reference. The name, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted), and citizenship of
each director of MLI is set forth in Schedule V-A hereto and is incorporated
herein by reference. The name, business address, present principal occupation
or employment, and citizenship of each executive officer of MLI is set forth in
Schedule V-B hereto and is incorporated herein by reference.
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CUSIP No. 247126105 Schedule 13D Page 8 of 30
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During the last five years, none of the Reporting Persons, nor, to the
knowledge of each of the Reporting Persons, any of the persons listed on
Schedules I-A, I-B, II-A, II-B, III-A, III-B, IV-A, IV-B, V-A or V-B hereto
(i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws, except as noted in the paragraphs below.
In November 2006, MLPF&S entered into a settlement with NASD concerning
MLPF&S's alleged failure to include a legend regarding contingent deferred
sales charges on certain written confirmations it provided to its customers
relating to certain securities issued by ML&Co. Without admitting or denying
the allegations, MLPF&S consented to a censure and agreed to pay a $20,000
fine.
In October 2006, Merrill Lynch entered into a consent agreement with the
Virginia Department of Securities pursuant to which, without admitting or
denying the allegations, Merrill Lynch agreed to change its policies and
procedures to address certain criticisms noted by the Virginia Department of
Securities relating to recommendations for Merrill Lynch's clients based in
Virginia and paid $75,000 to defray the cost of the investigation.
As part of a settlement relating to managing auctions for auction rate
securities, the U.S. Securities and Exchange Commission (the "Commission")
accepted the offers of settlement of 15 broker-dealer firms, including MLPF&S,
and issued a settlement order on May 31, 2006. The Commission found, and MLPF&S
neither admitted nor denied, that respondents (including MLPF&S) violated
section 17(a)(2) of the Securities Act of 1933 by managing auctions for auction
rate securities in ways that were not adequately disclosed or that did not
conform to disclosed procedures. MLPF&S consented to a cease and desist order,
a censure, a civil money penalty, and compliance with certain undertakings.
In March 2005, ML&Co. and certain of its affiliates (ML&Co. and its affiliates
collectively, "Merrill Lynch") reached agreements with the State of New Jersey
and the New York Stock Exchange (the "NYSE") and reached an agreement in
principle with the State of Connecticut pursuant to which Merrill Lynch,
without admitting or denying the allegations, consented to a settlement that
included findings that it failed to maintain certain books and records and to
reasonably supervise a team of former financial analysts ("FAs") who
facilitated improper market timing by a hedge fund client. Merrill Lynch
terminated the FAs in October 2003, brought the matter to the attention of
regulators, and cooperated fully in the regulators' review. The settlement will
result in aggregate payments of $13.5 million. The settlement resulted in
aggregate payments of $13.5 million. On November 22, 2006, the agreement in
principle with the State of Connecticut was finalized.
In March 2005, Merrill Lynch reached an agreement in principle with the NYSE
pursuant to which Merrill Lynch, without admitting or denying the allegations,
later consented to a settlement that included findings with regard to certain
matters relating to the failure to deliver prospectuses for certain auction
rate preferred shares and open-end mutual funds; the failure to deliver product
descriptions with regard to certain exchange-traded funds; the failure to
ensure that proper registration qualifications were obtained for certain
personnel; issues with regard to the retention, retrieval and review of
e-mails; isolated lapses in branch office supervision; late reporting of
certain events such as customer complaints and arbitrations; the failure to
report certain complaints in quarterly reports to the NYSE due to a systems
error; and partial non-compliance with Continuing Education requirements. The
settlement resulted in a payment of $10 million to the NYSE.
On November 3, 2004, a jury in Houston, Texas convicted four former Merrill
Lynch employees of criminal misconduct in connection with a Nigerian barge
transaction that the government alleged helped Enron inflate its 1999 earnings
by $12 million. The jury also found that the transaction led to investor losses
of $13.7 million. Those convictions were reversed by a federal appellate court
on August 1, 2006, except for one conviction against one employee based on
perjury and obstruction of justice. The government has appealed the reversals.
In 2003, Merrill Lynch agreed to pay $80 million to settle Commission charges
that it aided and abetted Enron's fraud by engaging in two improper year-end
transactions in 1999, including the Nigerian barge transaction. The $80 million
paid in connection with the settlement with the Commission will be made
available to settle investor claims. In September 2003, the United States
Department of Justice agreed not to prosecute Merrill Lynch for crimes that may
have been committed by its former employees related to certain transactions
with Enron, subject to certain understandings, including Merrill Lynch's
continued cooperation with the Department, its acceptance of responsibility for
conduct of its former employees, and its agreement to adopt and implement new
policies and procedures related to the integrity of client and counter-party
financial statements, complex structured finance transactions and year-end
transactions.
On or about June 27, 2003, the Attorney General for the State of West Virginia
brought an action against the defendants that participated in the April 28,
2003, settlement described below. The action, filed in the West Virginia
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CUSIP No. 247126105 Schedule 13D Page 9 of 30
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State Court, alleged that the defendants' research practices violated the West
Virginia Consumer Credit and Protection Act. On September 16, 2005, the Circuit
Court of Marshall County, West Virginia, dismissed the case, following an
earlier decision by the West Virginia Supreme Court holding that the West
Virginia Attorney General lacked authority to bring the claims.
On October 31, 2003, the United States District Court for the Southern District
of New York entered final judgments in connection with alleged conflicts of
interest affecting research practices. The final settlements pertaining to
Merrill Lynch, which involved both monetary and non-monetary relief, brought to
a conclusion the regulatory actions against Merrill Lynch related to its
research practices. Merrill Lynch entered into these settlements without
admitting or denying the allegations and findings by the regulators, and the
settlements did not establish wrongdoing or liability for purposes of any other
proceedings.
For further information, reference is made to the Form ADV of Merrill Lynch on
file with, and publicly available on the website of, the Commission.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of
December 28, 2006, a copy of which is attached as Exhibit 7.1 hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares beneficially owned by the Reporting Persons were acquired in
ordinary course trading activities by the Reporting Persons. None of the
individuals listed on Schedules I-A, I-B, II-A, II-B, III-A III-B, IV-A, IV-B,
V-A or V-B has contributed any funds or other consideration towards the
purchase of securities of the Issuer.
ITEM 4. PURPOSE OF TRANSACTIONS.
The acquisition of the shares of Common Stock that are currently beneficially
owned by the Reporting Persons was for investment purposes or in other ordinary
course activities. As described below, MLPF&S has acted as a financial advisor
and investor in connection with a proposal for an investment in the Issuer.
On July 31, 2006, Appaloosa Management L.P. ("Appaloosa") and the Issuer
entered into a Confidential Information, Standstill and Nondisclosure Agreement
(the "Confidentiality Agreement"). The Confidentiality Agreement is attached as
Exhibit 3 to the Schedule 13D/A filed by Appaloosa on August 1, 2006. Pursuant
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 agreed 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 agreed 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 withdrew a letter it had written to the Issuer's board of directors
on March 15, 2006 regarding the Issuer's chapter 11 reorganization 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 Amendment is attached as
Exhibit 6 to the Schedule 13D/A filed by Appaloosa on August 29, 2006. Pursuant
to the Amendment, in connection with certain confidential information produced
and designated as "confidential" or "highly confidential" by the Debtors (as
defined in the Amendment) 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 MLPF&S as an
additional financial adviser, in each case in connection with any
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CUSIP No. 247126105 Schedule 13D Page 10 of 30
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potential restructuring, acquisition or other transaction involving the Issuer.
Pursuant to the engagement letters, UBS and ML&Co. have been 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 are attached as Exhibits 4 and 5,
respectively, to the Schedule 13D/A filed by Appaloosa 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")), MLPF&S 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, MLPF&S and UBS are referred to herein as the
"Investors." A copy of the Proposal is attached as Exhibit 99.E of Form 8-K
filed by Delphi Corporation on December 18, 2006.
According to the Proposal, the Investors would enter into an Equity Purchase
and Commitment Agreement (the "Investment Agreement") providing for the
potential equity 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 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.
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 11 of 30
--------------------- -----------------
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.
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 as
Exhibit 99.A of the Form 8-K filed by Delphi Corporation on December 18, 2006.
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 January 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 Reporting Persons do not have any right to appoint
any members of the 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. The Reporting Persons will not beneficially own any
shares of Series A Preferred Stock.
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
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,
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 12 of 30
--------------------- -----------------
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. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) Set forth in the table below is the number and percentage of
shares of Shares beneficially owned by each Reporting Person as of
December 18, 2006:
---------------------------------------------------------------------------------------------------------
Number of Shares Number of Shares owned Aggregate Number of Shares
Beneficially Owned with with Shared Voting and Beneficially Owned(1)
Sole Voting and Dispositive Power
Dispositive Power
---------------------------------------------------------------------------------------------------------
Merrill Lynch & Co., Inc. 0 1,490,459 1,490,459
---------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, 1,482,726 0 1,482,726
Fenner & Smith
Incorporated
---------------------------------------------------------------------------------------------------------
Merrill Lynch Financial 515 0 515
Markets, Inc.
---------------------------------------------------------------------------------------------------------
Merrill Lynch Bank & 7,053 0 7,053
Trust Co., FSB
---------------------------------------------------------------------------------------------------------
Merrill Lynch 165 0 165
International
---------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 13d-5(b)(1), as a result of the proposal and related
agreements described in Item 4, the Reporting Persons may be deemed to be
the beneficial owners of Shares beneficially owned by the other persons
described in Item 4. Based on information provided to the Reporting
Persons, Appaloosa Management L.P. and its related entities beneficially
own 52,000,000 Shares (9.26% of the outstanding Shares), Harbinger Capital
Partners Master Fund I, Ltd. and its related entities beneficially own
26,450,000 Shares (4.71% of the outstanding Shares), and UBS Securities
LLC and its related entities beneficially own 4,540,719 Shares (0.81%).
The total percentage of the outstanding Shares beneficially owned by the
group is 15.04%.
(c) The information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein. Except as disclosed in Item 4 of this
Schedule 13D, none of the Reporting Persons, nor, to the best knowledge of
the Reporting Persons, any of the directors or executive officers of the
Reporting Persons have effected any transaction in the Common Stock in the
past 60 days, other than (1) brokerage transactions by MLPF&S and its
affiliates on behalf of their customers, (2) market making transactions by
MLPF&S and its affiliates occurring prior to December 20, 2006 and (3)
such transactions as are noted on Schedule VI hereto, which is
incorporated by reference in its entirety into this Item 5(c).
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The disclosure set forth in Item 4 hereof is incorporated herein by reference.
Concurrent with the delivery of the Proposal, Appaloosa, Harbinger and MLPF&S
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 as Exhibit 9 to the Schedule 13D/A
filed by Delphi Corporation on December 19, 2006. Pursuant to the Limited
Partnership Agreement, an entity wholly-owned by AMLP is the
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 13 of 30
--------------------- -----------------
general partner of the Partnership. MLPF&S 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 as Exhibit 10 to the Schedule 13D/A filed by Appaloosa on
December 19, 2006. 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 MLPF&S entered into a similar agreement.
Copies of such agreements are attached as Exhibits 11 and 12 to the Schedule
13D/A filed by Delphi Corporation on December 19, 2006.
* * *
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. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT DESCRIPTION
--------------- ------------------------------------------------------------
7.1 Joint Filing Agreement, dated as of December 28, 2006, by
and among Merrill Lynch & Co., Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Merrill Lynch Financial
Markets, Inc., Merrill Lynch Bank & Trust Co., FSB and
Merrill Lynch International.
7.2 Confidential Information, Standstill And Nondisclosure
Agreement, dated as of July 31, 2006, by and among Delphi
Corporation, Appaloosa Management L.P., and Harbinger
Capital Partners Master Fund I, Ltd. (incorporated by
reference to Exhibit 3 to the Amendment to the Statement on
Schedule 13D filed by Appaloosa Management L.P. on August
1, 2006).
7.3 Amended Confidential Information, Standstill and
Nondisclosure Agreement, dated as of August 25, 2006, by
and among Appaloosa Management L.P. and Harbinger Capital
Partners Master Fund I, Ltd. (incorporated by reference to
Exhibit 6 to the Amendment to the Statement on Schedule 13D
filed by Appaloosa Management L.P. on August 29, 2006).
7.4 Engagement Letter, dated as of July 31, 2006, by and among
UBS Securities LLC, Appaloosa Management L.P. and Harbinger
Capital Partners Master Fund I, Ltd. (incorporated by
reference to Exhibit 4 to the Amendment to the Statement on
Schedule 13D filed by Appaloosa Management L.P. on August
1, 2006).
7.5 Engagement Letter, dated as of July 31, 2006, by and among
Merrill Lynch & Co. Appaloosa Management L.P. and Harbinger
Capital Partners Master Fund I, Ltd. (incorporated by
reference to Exhibit 5 to the Amendment to the Statement on
Schedule 13D filed by Appaloosa Management L.P. on August
1, 2006).
7.6 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 to the Current Report on Form 8-K filed by Delphi
Corporation on December 18, 2006).
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 14 of 30
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7.7 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
to the Current Report on Form 8-K filed by Delphi
Corporation on December 18, 2006).
7.8 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 (incorporated by reference to Exhibit
9 to the Amendment to the Statement on Schedule 13D filed
by Appaloosa Management L.P. on December 19, 2006).
7.9 Commitment Letter from Harbinger Capital Partners Master
Fund I, Ltd. to Harbinger Del-Auto Investments Company,
Ltd. and DEL A-2 L.P. (incorporated by reference to Exhibit
10 to the Amendment to the Statement on Schedule 13D filed
by Appaloosa Management L.P. on December 19, 2006).
7.10 Contribution and Reimbursement Agreement, dated December
18, 2006, between Appaloosa Management L.P. and Cerberus
Capital Management L.P. (incorporated by reference to
Exhibit 11 to the Amendment to the Statement on Schedule
13D filed by Appaloosa Management L.P. on December 19,
2006).
7.11 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
(incorporated by reference to Exhibit 12 to the Amendment
to the Statement on Schedule 13D filed by Appaloosa
Management L.P. on December 19, 2006).
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 15 of 30
--------------------- -----------------
SIGNATURES
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 28, 2006
MERRILL LYNCH & CO., INC.
By: /s/ Cara Londin
-------------------------------
Name: Cara Londin
Title: Assistant Secretary
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Cara Londin
-------------------------------
Name: Cara Londin
Title: Assistant Secretary
MERRILL LYNCH FINANCIAL MARKETS, INC.
By: /s/ Thomas G. Watson
-------------------------------
Name: Thomas G. Watson
Title: First Vice President &
Chief Operating Officer
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 16 of 30
--------------------- -----------------
MERRILL LYNCH BANK & TRUST CO., FSB
By: /s/ Jennifer Marre
-------------------------------
Name: Jennifer Marre
Title: First Vice President
MERRILL LYNCH INTERNATIONAL
By: /s/ Andrew Briski
-------------------------------
Name: Andrew Briski
Title: Managing Director
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 17 of 30
--------------------- -----------------
SCHEDULE I-A
The name and present principal occupation or employment (and the name,
principal business and address of any corporation or other organization in
which such employment is conducted) of each director of ML&Co. is set forth
below. All directors listed below are United States citizens, except for David
K. Newbigging who is a U.K. citizen and Judith Mayhew Jonas who is both a U.K.
citizen and New Zealand citizen.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT (AND
THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY
CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED)
Armando M. Codina President and Chief Executive Officer of
Flagler Development Company Codina Group
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Virgis W. Colbert(1) Corporate Director
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Jill K. Conway Visiting Scholar, Massachusetts Institute of
Technology
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Alberto Cribiore Managing Partner, Brera Capital Partners
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
John D. Finnegan Chairman of the Board of The Chubb Corporation
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Judith Mayhew Jonas Corporate Director
C/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
----------------------
(1) Mr. Colbert is also a director of the Issuer. According to a Form 4
filed on October 3, 2005, Mr. Colbert owned 79,416 restricted stock
units that represent an entitlement to an equivalent number of shares of
the Issuer as of October 3, 2005. Mr. Colbert voluntarily recused
himself from any deliberations of the board of directors of the Issuer
relating to the transaction described in Item 4. On December 11, 2006,
Mr. Colbert informed the Issuer that he will retire as a director of the
Issuer effective December 31, 2006.
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 18 of 30
--------------------- -----------------
David K. Newbigging Chairman of the Board of Talbot Holdings Limited
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Aulana L. Peters Corporate Director
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Joseph W. Prueher Corporate Director, Consulting Professor to the
Stanford-Harvard Preventive Defensive Project
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Ann N. Reese Co-Founder and Co-Executive Director of the
Center for Adoption Policy
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
Charles O. Rossotti Senior Advisor to The Carlyle Group
c/o Corporate Secretary's Office
222 Broadway, 17th Floor
New York, New York 10038
E. Stanley O'Neal Chairman of the Board, President and Chief
Executive Officer
4 World Financial Center
250 Vesey Street
New York, New York 10080
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 19 of 30
--------------------- -----------------
SCHEDULE I-B
The name and present principal occupation or employment of each executive
officer of ML&Co. is set forth below. The business address for all the
executive officers listed below is 4 World Financial Center, 250 Vesey Street,
New York, New York 10080. All executive officers listed below are United States
citizens, except Jeffrey N. Edwards, who is a citizen of both the United States
and the United Kingdom.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Rosemary T. Berkery Executive Vice President; General Counsel
Jeffrey N. Edwards Senior Vice President, Chief Financial
Officer
Ahmass L. Fakahany Executive Vice President; Chief
Administrative Officer
Gregory J. Fleming Executive Vice President; President,
Global Markets and Investment Banking
Dow Kim Executive Vice President; President,
Global Markets and Investment Banking
Robert J. McCann Executive Vice President; President, Vice
Chairman, Global Private Client
E. Stanley O'Neal Chairman of the Board, President and Chief
Executive Officer
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 20 of 30
--------------------- -----------------
SCHEDULE II-A
The name and present principal occupation or employment of each director of
MLPF&S is set forth below. The principal business address of each director is 4
World Financial Center, New York, NY 10080. All directors listed below are
United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Candace E. Browning Senior Vice President
Gregory J. Fleming Executive Vice President
Dow Kim Executive Vice President
Robert J. McCann Chairman of the Board & Chief Executive
Officer
Carlos M. Morales Senior Vice President
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 21 of 30
--------------------- -----------------
SCHEDULE II-B
The name and present principal occupation or employment of each executive
officer of MLPF&S is set forth below. Except as otherwise noted below, the
business address for all the executive officers listed below is 4 World
Financial Center, New York, NY 10080. All executive officers listed below are
United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Rosemary T. Berkery Executive Vice President
Candace E. Browning Senior Vice President
Ahmass L. Fakahany Executive Vice President
Gregory J. Fleming Executive Vice President
Dow Kim Executive Vice President
Robert J. McCann Chairman of the Board, Chief Executive
Officer
Carlos M. Morales Senior Vice President
Joseph F. Regan First Vice President, Chief Financial
Officer
95 Greene Street
Jersey City, NJ 07302-3815
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 22 of 30
--------------------- -----------------
SCHEDULE III-A
The name and present principal occupation or employment of each director of
MLFM is set forth below. The principal business address of each director is 4
World Financial Center, New York, NY 10080. All directors listed below are
United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Roger Anerella Chairman of the Board
Marguerite C. Willenbucher First Vice President, Chief Legal Officer,
Secretary
James Walker Senior Vice President, Chief Financial
Officer
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 23 of 30
--------------------- -----------------
SCHEDULE III-B
The name and present principal occupation or employment of each executive
officer of MLFM is set forth below. Except as otherwise noted below, the
business address for all the executive officers listed below is 4 World
Financial Center, New York, NY 10080. All executive officers listed below are
United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
James Walker Senior Vice President, Chief Financial
Officer
Jerry Burke Senior Vice President, Equities Financial
Officer
Thomas H. Patrick, Jr. Senior Vice President, Senior Business
Manager
Jeffery Penney Senior Vice President, Senior Business
Manager
Paul Morton Senior Vice President
Jonathan Beebe Senior Vice President
James Boyle Senior Vice President
Allen G. Braithwaite, III First Vice President, Treasurer
Joseph F. Regan First Vice President, Controller
Thomas Watson First Vice President, Chief Operating
Officer
Marguerite C. Willenbucher First Vice President, Chief Legal Officer,
Secretary
Glenn Worman First Vice President, Chief Compliance
Officer
Pia Thompson Assistant Secretary
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 24 of 30
--------------------- -----------------
SCHEDULE IV-A
The name and present principal occupation or employment of each director of
MLTFSB is set forth below. The business address for all the directors listed
below is 4 World Financial Center, New York, NY 10080. All directors listed
below are United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Conrad L. Druker Chartered Public Accountant of The
Mercadien Group
John D Hawke Jr. Partner at Arnold and Porter LLP
Terrence P. Laughlin Chairman of MLTFSB
Mark S. Leiman Chief Operating Officer of Merrill Lynch
Global Bank Group
Lawrence P. Washington President, Chief Operating Officer of
MLTFSB and Chairman, Chief Executive
Officer of Merrill Lynch Credit Corporation
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 25 of 30
--------------------- -----------------
SCHEDULE IV-B
The name and present principal occupation or employment of each executive
officer of MLTFSB is set forth below. The business address for all the
executive officers listed below is 4 World Financial Center, New York, NY
10080. All executive officers listed below are United States citizens.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Terrence P. Laughlin Chairman of MLTFSB
Lawrence P. Washington President, Chief Operating Officer of
MLTFSB and Chairman, Chief Executive
Officer of Merrill Lynch Credit Corporation
Christian G. Heilmann Chief Executive Officer of Merrill Lynch
Trust Company
Stuart C. Burnet Chief Credit Officer
Matt B. Skurbe Chief Financial Officer
Stephen P. Budd Chief Investment Officer
Rodney S. Sunada-Wong Chief Market Risk Officer
Brian E. Brennan Chief Mortgage Portfolio Officer
Adeesh Setya Treasurer
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 26 of 30
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SCHEDULE V-A
The name and present principal occupation or employment of each director of MLI
is set forth below. Except as noted below, the principal business address of
each director is 2 King Edward Street, London EC1A 1HQ. All directors listed
below are citizens of the United Kingdom, except for Mr. Hotsuki, who is a
citizen of Japan, Mr. Moriarty, who is a citizen of Ireland and Mr. Orcel, who
is a citizen of Italy.
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Robert Charles Michael Wigley Senior Vice President, Chairman of Merrill
Director, Chairman Lynch Europe, the Middle East and Africa
("ML EMEA")
Nasser Azam Managing Director, Chief Operating Officer
of ML EMEA
Andrew Michael Briski Managing Director
Matthew John Hale Managing Director, ML EMEA Treasury
Keishi Hotsuki Managing Director, Head of Merrill Lynch
Market Risk Management
c/o Merrill Lynch & Co., Inc.
4 World Financial Center
New York, NY 10080
Edmond Nicholas Moriarty, III Managing Director, Head of Merrill Lynch
Global Credit & Commitments
c/o Merrill Lynch & Co., Inc.
4 World Financial Center
New York, NY 10080
Andrea Orcel Senior Vice President, Head of Merrill
Lynch Global Financial Institutions Group
and EMEA Origination
Global Markets & Investment Banking
Osman Semerci Senior Vice President, Head of Merrill
Lynch Fixed Income, Currencies &
Commodities and EMEA Global Markets
Global Markets & Investment Banking
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 27 of 30
--------------------- -----------------
SCHEDULE V-B
MLI has no officers other than its corporate secretary, Merrill Lynch Corporate
Services Limited, a corporation organized under the laws of England and Wales
with its registered offices at 2 King Edward Street, London EC1A 1HQ.
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 28 of 30
--------------------- -----------------
SCHEDULE VI
-------------------------------------------------------------------------------
PURCHASE (P)/ SALE(S) TRADE DATE PRICE QUANTITY
-------------------------------------------------------------------------------
P 11/7/2006 $ 2.025 30,000
S 11/7/2006 $ 2.1433 30,000
P 11/15/2006 $ 2.28 2,853
S 11/15/2006 $ 2.28 2,853
P 12/11/2006 $ 3.186 250,950
S 12/11/2006 $ 3.379138 1,673,000
P 12/12/2006 $ 3.0753 832,050
P 12/18/2006(1) $ 2.65 100,000
P 12/19/2006(1) $ 2.6548 490,000
-------------------------------------------------------------------------------
------------
(1) These transactions were entered into in order to facilitate transactions
for the account of a customer.
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 29 of 30
--------------------- -----------------
EXHIBIT 7.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D filed herewith
(and any amendments thereto), relating to the Common Stock, par value $0.01 per
share, of Delphi Corporation, is being filed jointly with the Securities and
Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, on behalf of each such person.
Dated: December 28, 2006
MERRILL LYNCH & CO., INC.
By: /s/ Cara Londin
-------------------------------
Name: Cara Londin
Title: Assistant Secretary
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ Cara Londin
-------------------------------
Name: Cara Londin
Title: Assistant Secretary
MERRILL LYNCH FINANCIAL MARKETS, INC.
By: /s/ Thomas G. Watson
-------------------------------
Name: Thomas G. Watson
Title: First Vice President &
Chief Operating Officer
--------------------- -----------------
CUSIP No. 247126105 Schedule 13D Page 30 of 30
--------------------- -----------------
MERRILL LYNCH BANK & TRUST CO., FSB
By: /s/ Jennifer Marre
-------------------------------
Name: Jennifer Marre
Title: First Vice President
MERRILL LYNCH INTERNATIONAL
By: /s/ Andrew Briski
-------------------------------
Name: Andrew Briski
Title: Managing Director