SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)
Delphi Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
247126105
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 7, 2007
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
--------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
CO
---------------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
-----------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
CO
-------------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
CO
-------------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
-------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
CO
------------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
--------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
IN
-----------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
---------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
IN
---------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [x](1)
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
26,450,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
26,450,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,450,000
---------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Appaloosa, Merrill, UBS, Pardus and GS as described in Item 4
and footnote (2) below. Box (b) is checked with respect to the relationship
of the Reporting Persons and the New Additional Investors described in Item
4. The Reporting Persons expressly disclaim membership in a group (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934) with
the New Additional Investors.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%(2)
14. TYPE OF REPORTING PERSON*
IN
---------------------
(2) As a result of the December 7th Investment Agreement 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 Appaloosa, Merrill, UBS,
Pardus and GS. Based on information provided to the Reporting Persons and
in Schedules 13D filed by the other investors, Appaloosa Management LP and
its related entities beneficially own 52,000,000 shares as reported in
their Schedule 13D filed on December 12, 2007, Merrill Lynch, Pierce,
Fenner & Smith Incorporated beneficially owns 1,482,206 shares as reported
in their Schedule 13D filed on September 11, 2007, UBS Securities LLC
beneficially owns 4,414,861 shares as reported in their Schedule 13D filed
on November 26, 2007, Pardus Special Opportunities Master Fund L.P. and its
related entities beneficially own 26,400,000 as reported in their Schedule
13D filed on November 20, 2007 and Goldman Sachs & Co beneficially owns
14,892,921 shares as reported in their Schedule 13D filed on November 19,
2007.
CUSIP No. 247126105
---------------------
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Item 1. Security and Issuer.
ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:
This Amendment No. 6 (this "Amendment") to the Schedule 13D (the "Initial
Schedule 13D") initially filed on December 22, 2006 and amended on January 19,
2007 (the "Amendment No. 1"), July 10, 2007 (the "Amendment No. 2"), July 20,
2007 (the "Amendment No. 3"), November 2, 2007 (the "Amendment No. 4") and
November 16, 2007 (the "Amendment No. 5") by the Reporting Persons (defined
below) relates to the common stock, $0.01 par value per share (the "Shares"), of
Delphi Corporation, a Delaware corporation (the "Issuer").
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 Schedule 13D/A that does not expressly pertain to a Reporting
Person.
The information set forth in the Exhibits to this Amendment is hereby expressly
incorporated herein by reference, and the responses to each item of this
Amendment are qualified in their entirety by the provisions of such Exhibits.
Unless otherwise indicated, all capitalized terms shall have the meanings
ascribed to them in the Initial Schedule 13D, in the Amendment No. 1, in the
Amendment No. 2, in the Amendment No. 3, in the Amendment No. 4 and in the
Amendment No. 5 and unless otherwise amended hereby, all information previously
filed remains in effect.
--------------------------------------------------------------------------------
Item 2. Identity and Background.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
-------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
ITEM 4 IS HEREBY AMENDED AND RESTATED BY ADDING THE FOLLOWING:
December 7th Proposal
---------------------
On December 7, 2007, the New Proposing Investors delivered to the Issuer a
proposal, which the Issuer accepted, for a potential investment of up to $2.55
billion in the aggregate in preferred and common equity of the reorganized
Issuer in connection with a proposed plan of reorganization for the Issuer (the
"December 7th Proposal"). The December 7th Proposal contemplates that the New
Proposing Investors would enter into an amendment (the "December 7th Amendment")
to the New Investment Agreement, which contemplates a revised plan of
reorganization for the Issuer. A copy of the December 7th Proposal is attached
hereto as Exhibit 36 of the Schedule 13D/A filed by Appaloosa Management, L.P.
dated December 13, 2007 (the "Appaloosa December 13 Filing").
Equity Investment
-----------------
Under the terms of the New Investment Agreement, as amended by the December 7th
Amendment (the "December 7th Investment Agreement") on the terms and subject to
the conditions of the December 7th Investment Agreement, the New Proposing
Investors would purchase an aggregate of approximately $800 million of
convertible preferred stock and approximately $175 million of common stock in
the reorganized Issuer as follows: (i) each New Proposing Investor would
purchase for $38.39 per share, each New Proposing Investor's proportionate share
of 4,558,479 shares of the reorganized Issuer's new common stock (the "December
7th Direct Subscription Shares"); (ii) each Co-Investor would purchase for
$42.58 per share, each Co-Investor's proportionate share of approximately $400
million of the reorganized Issuer's new Series B Senior Convertible Preferred
Stock (the "December 7th Series B Preferred Stock"); and (iii) ADAH would
purchase for $42.20 per share, 9,478,887 shares of the reorganized Issuer's new
Series A-1 Senior Convertible Preferred Stock. The number of December 7th Direct
Subscription Shares and December 7th Series B Preferred Stock to be purchased by
each New Proposing Investor is set forth on Schedule 2 to the December 7th
Amendment.
Additionally, on the terms and subject to the conditions of the December 7th
Investment Agreement, the New Proposing Investors would purchase any shares of
the reorganized Issuer's new common stock that was not subscribed for pursuant
to an approximately $1.575 billion rights offering that would be made available
to Eligible Holders. In accordance with the December 7th Investment Agreement,
the Issuer would distribute certain rights to Eligible Holders to acquire new
common stock of the reorganized Issuer. The rights, which would be separately
transferable, would permit Eligible Holders to purchase their pro rata share of
new common stock of the reorganized Issuer at $38.39 per share.
Altogether, the New Proposing Investors could invest up to an aggregate of
approximately $2.55 billion in the reorganized Issuer. The December 7th
Investment Agreement is subject to satisfaction and waiver of numerous
conditions and the non-exercise by either the Issuer or the New Proposing
Investors of certain termination rights, all of which are more fully described
in the December 7th Investment Agreement.
The New Proposing Investors are entitled to payment of certain commitment fees
and would be entitled to an alternate transaction fee, in amounts, at the times
and under the circumstances set forth in the December 7th Investment Agreement.
On December 6 and 7, 2007, the Bankruptcy Court held a hearing on Delphi's
motion for the approval of the December 7th Investment Agreement and the related
Disclosure Statement which describes the Issuer's plan of reorganization and
contains certain other disclosures. On December 7, 2007, the Bankruptcy Court
granted the motion to approve the December 7th Investment Agreement. On December
10, 2007, the Bankruptcy Court granted the motion to approve the Disclosure
Statement and the New Proposing Investors and the Issuer executed the December
7th Amendment. Copies of the December 7th Amendment and commitment letters are
attached as Exhibit 37-40 of the Appaloosa December 13 Filing.
New Waiver Letter
-----------------
On December 7, 2007, the New Proposing Investors and the Issuer entered into a
letter agreement (the "December 7th Waiver Letter") setting forth the parties'
understandings with regard to certain provisions of the New Investment
Agreement. A copy of the December 7th Waiver Letter is attached as Exhibit 41 of
the Appaloosa December 13 Filing.
Plan of Reorganization
----------------------
Attached as Exhibit B to the December 7th Amendment is the Issuer's proposed
plan of reorganization (the "December 7th Plan"), which includes provisions for
distributions to be made to creditors and stockholders, the treatment of GM's
claims, and the corporate governance of the reorganized Issuer.
Corporate Governance Structure
------------------------------
The term sheets for the December 7th Series B Preferred Stock and the Series A-1
Senior Convertible Preferred Stock to be issued to ADAH in connection with the
December 7th Plan provide for a corporate governance structure for the
reorganized Issuer. The corporate governance structure for the reorganized
Issuer will be the same as that set forth previously in the description of the
New Investment Agreement entered into on August 3, 2007.
Revised New Letter Investor Agreement
-------------------------------------
On December 7, 2007, Appaloosa, Harbinger, Merrill, UBS, GS and Pardus agreed to
make certain amendments to the Letter Agreement. A copy of the Letter Agreement
as amended is attached as Exhibit 42 to the Appaloosa December 13 Filing. The
amended Letter Agreement replaces the Letter Agreement attached as Exhibit 21 to
Appaloosa's Schedule 13D/A filed July 20, 2007.
GS Letter Agreement
-------------------
On December 7, 2007, ADAH and GS entered into a letter agreement setting forth
the parties' understandings with regard to certain potential future sales of
shares of the reorganized Issuer purchased by GS pursuant to the December 7th
Investment Agreement. A copy of the revised GS Letter Agreement is attached as
Exhibit 43 to the Appaloosa December 13 Filing and replaces the GS Letter
Agreement attached as Exhibit Q to the Schedule 13D/A filed November 16, 2007.
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 December 7th
Investment Agreement and the amended Letter 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, the December 7th Investment Agreement and the Letter 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.
-------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
NO MATERIAL CHANGE FROM THE INITIAL SCHEDULE 13D.
-------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
ITEM 6 IS HEREBY AMENDED AND RESTATED BY ADDING THE FOLLOWING:
On December 7, 2007, the New Proposing Investors delivered the December 7th
Proposal to the Issuer, which the Issuer accepted.
On December 7, 2007, the New Proposing Investors and the Issuer entered into the
December 7th Waiver Letter.
On December 7, 2007, Appaloosa, Harbinger, Merrill, UBS, GS and Pardus entered
into an amended Letter Agreement, which became effective when the December 7th
Investment Agreement became effective and which supersedes the Letter Agreement.
On December 7, 2007, ADAH and GS entered into the revised GS Letter Agreement
which supersedes the GS Letter Agreement.
On December 10, 2007, after approval by the Bankruptcy Court, the New Proposing
Investors and Issuer entered into the December 7th Amendment and [ADAH and
Appaloosa, Del-Auto and Harbinger, Pardus and Pardus DPH, and the Issuer]
entered into certain commitment letters thereunder.
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.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 5, FILED ON NOVEMBER 16,
2007.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-----------------------------
Michael D. Luce
December 13, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated December 13, 2007 relating to
the Common Stock, $0.01 par value of Delphi Corporation shall be filed on behalf
of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
-----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
-----------------------------
/s/ Philip Falcone
-----------------------------
Philip Falcone
/s/ Raymond J. Harbert
-----------------------------
Raymond J. Harbert
/s/ Michael D. Luce
-----------------------------
Michael D. Luce
December 13, 2007
SK 03773 0003 838376