UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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October 19, 2007 |
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-14787
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38-3430473 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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5725 Delphi Drive, Troy, MI
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48098 |
(Address of Principal Executive Offices)
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(Zip Code) |
(248) 813-2000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER EVENTS
At the request of Delphi Corporation (Delphi or the Company), the United States (U.S.)
Bankruptcy Court for the Southern District of New York (the Court) has rescheduled the second day
of Delphis Disclosure Statement hearing from October 25, 2007 to November 8, 2007. Delphis
Twenty-Third Omnibus Hearing will proceed as planned on October 25, 2007. The Disclosure Statement
hearing was commenced on October 3, 2007, at which time the Court disposed of the then 10 pending
objections to the Disclosure Statement.
This brief adjournment will permit Delphi to continue to negotiate potential Plan of Reorganization
(POR) amendments with key stakeholders, make appropriate amendments to both the General Motors
Corporation settlement documentation (GM Settlement) and the Equity Purchase Commitment Agreement
(EPCA), and continue discussions with potential exit lenders. Under the Courts scheduling
order, Delphi will file a notice of changed pages to the Disclosure Statement on October 29, 2007
(including information regarding proposed amendments to the Disclosure Statement, POR, GM
Settlement and EPCA).
Delphi is continuing to work toward emergence as soon as possible and anticipates that the above
schedule will facilitate emergence during the first quarter of 2008.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the exhibits being filed as part of this report, as well
as other statements made by Delphi may contain forward-looking statements that reflect, when made,
the Companys current views with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the Companys operations and business environment which may
cause the actual results of the Company to be materially different from any future results, express
or implied, by such forward-looking statements. In some cases, you can identify these statements
by forward-looking words such as may, might, will, should, expects, plans,
anticipates, believes, estimates, predicts, potential or continue, the negative of
these terms and other comparable terminology. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following:
the ability of the Company to continue as a going concern; the ability of the Company to operate
pursuant to the terms of the debtor-in-possession financing facility; the terms of any
reorganization plan ultimately confirmed; the Companys ability to obtain Court approval with
respect to motions in the chapter 11 cases prosecuted by it from time to time; the ability of the
Company to prosecute, confirm and consummate one or more plans of reorganization with respect to
the chapter 11 cases; the Companys ability to satisfy the terms and conditions of the EPCA; risks
associated with third parties seeking and obtaining Court approval to terminate or shorten the
exclusivity period for the Company to propose and confirm one or more plans of reorganization, for
the appointment of a chapter 11 trustee or to convert the cases to chapter 7 cases; the ability of
the Company to obtain and maintain normal terms with vendors and service providers; the Companys
ability to maintain contracts that are critical to its operations; the potential adverse impact of
the chapter 11 cases on the Companys liquidity or results of operations; the ability of the
Company to fund and execute its business plan (including the transformation plan described in Item
1. Business Potential Divestitures, Consolidations and Wind-Downs of the Annual Report on Form
10-K for the year ended December 31, 2006 filed with the U.S. Securities and Exchange Commission
(the SEC)) and to do so in a timely manner; the ability of the Company to attract, motivate
and/or retain key executives and associates; the ability of the Company to avoid or continue to
operate during a strike, or partial work stoppage or slow down by any of its unionized employees
and the ability of the Company to attract and retain customers. Additional factors that could
affect future results are identified in the Companys Annual Report on Form 10-K for the year ended
December 31, 2006, including the risk factors in Part I. Item 1A. Risk Factors, contained therein
and the Companys quarterly periodic reports for the subsequent periods, including the risk factors
in Part II. Item 1A. Risk Factors, contained therein, filed with the SEC. Delphi disclaims any
intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events and/or otherwise. Similarly, these and other factors, including the
terms of any reorganization plan ultimately confirmed, can affect the value of the Companys
various prepetition liabilities, common stock and/or other equity securities. Additionally, no
assurance can be given as to what values, if any, will be ascribed in the bankruptcy cases to each
of these constituencies. A plan of reorganization could result in holders of Delphis common stock
receiving no distribution on account of their interest and cancellation of their interests. In
addition, under certain conditions specified in the Bankruptcy Code, a plan of reorganization may
be confirmed notwithstanding its rejection by an impaired class of creditors or equity holders and
notwithstanding the fact that equity holders do not receive or retain property on account of their
equity interests under the plan. In light of the foregoing, the Company considers the value of the
common stock to be highly speculative and cautions equity holders that the stock may ultimately be
determined to have little or no value. Accordingly, the Company urges that appropriate caution be
exercised with respect to existing and future investments in Delphis common stock or other equity
interests or any claims relating to prepetition liabilities.