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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D/A
(Amendment No. 15)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DELPHI CORPORATION
------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
247126105
--------------
(CUSIP Number)
Kenneth Maiman
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 14, 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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
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Page 1 of 18
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220838
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
27,716,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
27,716,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,360,421 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.04% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
-----------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, 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.
Page 2 of 18
(2) As a result of the New 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 Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated beneficially owns 1,482,206 shares,
UBS AG beneficially owns 4,419,294 shares, Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000
shares and GS beneficially owns 14,892,921 shares.
Page 3 of 18
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Palomino Fund Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
98-0150431
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
24,284,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
24,284,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,928,421 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.43% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
-----------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, 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.
Page 4 of 18
(2) As a result of the New 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 Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated beneficially owns 1,482,206 shares,
UBS AG beneficially owns 4,419,294 shares, Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000
shares and GS beneficially owns 14,892,921 shares.
Page 5 of 18
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Management L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220835
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,644,421 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.37% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
-----------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, 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.
Page 6 of 18
(2) As a result of the New 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 Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated beneficially owns 1,482,206 shares,
UBS AG beneficially owns 4,419,294 shares, Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000
shares and GS beneficially owns 14,892,921 shares.
Page 7 of 18
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Partners Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
22-3220833
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,644,421 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.37% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
-----------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, 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.
Page 8 of 18
(2) As a result of the New 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 Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated beneficially owns 1,482,206 shares,
UBS AG beneficially owns 4,419,294 shares, Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000
shares and GS beneficially owns 14,892,921 shares.
Page 9 of 18
SCHEDULE 13D
-------------------
CUSIP No. 247126105
-------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
David A. Tepper
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [X] (1)
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
52,000,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
52,000,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
125,644,421 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.37% (2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
-----------------------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, 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.
Page 10 of 18
(2) As a result of the New 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 Harbinger, Merrill, UBS,
Pardus and GS. Based on information filed with the Securities and
Exchange Commission, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated beneficially owns 1,482,206 shares,
UBS AG beneficially owns 4,419,294 shares, Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000
shares and GS beneficially owns 14,892,921 shares.
Page 11 of 18
This Amendment No. 15 (this "Amendment") to the Schedule 13D (the "Initial
Schedule 13D") initially filed on March 16, 2006 by the Reporting Persons (as
defined in the Initial Schedule 13D), as amended on August 1, 2006, August 29,
2006, December 19, 2006, January 18, 2007, March 2, 2007, March 12, 2007, May
15, 2007, July 6, 2007, July 10, 2007, July 20, 2007, July 23, 2007, August 3,
2007, November 2, 2007 and November 8, 2007 relates to the common stock, $0.01
par value per share (the "Common Stock"), of Delphi Corporation, a Delaware
corporation (the "Issuer"), and is being filed to amend the Reporting Persons'
previously-filed Schedule 13D as specifically set forth below.
Certain information contained in this Schedule 13D/A relates to share
ownership of persons other than the Reporting Persons. The Reporting Persons
expressly disclaim any liability for any such information and for any other
information provided in this Amendment that does not expressly pertain to a
Reporting Person, as such term is defined in Item 2 of the Initial Schedule 13D.
Unless otherwise indicated, all capitalized terms shall have the
meanings ascribed to them in the Initial Schedule 13D, and unless otherwise
amended hereby, all information previously filed remains in effect.
ITEM 4 IS HEREBY AMENDED BY ADDING THE FOLLOWING:
New Revised Proposal
On November 14, 2007, ADAH, Del-Auto, Merrill, UBS, GS and Pardus DPH
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 "New Revised Proposal"). Each of ADAH,
Del-Auto, Merrill, UBS, GS and Pardus DPH are referred to herein as the "New
Proposing Investors." The New Revised Proposal contemplates that the New
Proposing Investors would enter into an amendment (the "Restated Amendment") to
the New Investment Agreement, which contemplates a revised plan of
reorganization for the Issuer. The New Proposing Investors will not be obligated
to enter into the Restated Amendment unless certain conditions are met,
including approval of the Restated Amendment by the Bankruptcy Court. A copy of
the New Revised Proposal is attached hereto as Exhibit 32.
Equity Investment
Under the terms of the New Investment Agreement, as amended by the Restated
Amendment (the "Restated Amended Investment Agreement") on the terms and subject
to the conditions of the Restated Amended Investment Agreement, the New
Proposing Investors would purchase an aggregate of $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 "New Revised
Direct Subscription Shares"); (ii) each Co-Investor would purchase for $42.20
per share, each Co-Investor's
Page 12 of 18
proportionate share of $400 million of the reorganized Issuer's new Series B
Senior Convertible Preferred Stock (the "New Revised Series B Preferred Stock");
and (iii) ADAH would purchase for $38.39 per share, 10,419,380 shares of the
reorganized Issuer's new Series A-1 Senior Convertible Preferred Stock. The
number of New Revised Direct Subscription Shares and New Revised Series B
Preferred Stock to be purchased by each New Proposing Investor is set forth on
Schedule 2 to the Restated Amendment.
Additionally, on the terms and subject to the conditions of the Restated
Amended Investment Agreement, the New Proposing Investors would purchase any
Revised Unsubscribed Shares of the reorganized Issuer's new common stock in
connection with the Revised Rights Offering that would be made available to
Eligible Holders. In accordance with the Restated Amended 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
$2.55 billion in the reorganized Issuer. The Restated Amended 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 Restated
Amended Investment Agreement.
The New Proposing Investors would be entitled to payment of certain
commitment fees and an alternate transaction fee, in amounts, at the times and
under the circumstances set forth in the Restated Amended Investment Agreement.
New Waiver Letter
On November 14, 2007, the New Proposing Investors and the Issuer entered
into a letter agreement (the "New Waiver Letter") setting forth the parties'
understandings with regard to certain provisions of the New Investment
Agreement. A copy of the New Waiver Letter is attached hereto as Exhibit 33.
Plan of Reorganization
Attached as Exhibit B to the Restated Amendment is the Issuer's proposed
plan of reorganization (the "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.
Revised New Investor Letter Agreement
On November 14, 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 hereto as Exhibit 34.
Page 13 of 18
The amended Letter Agreement would become effective if the Restated Amended
Investment Agreement becomes effective. Upon the effectiveness of the amended
Letter Agreement, the Letter Agreement attached as Exhibit 21 to the Schedule
13D/A filed July 20, 2007 would terminate and be of no further force or effect.
GS Letter Agreement
On November 14, 2007, ADAH and GS entered into a letter agreement (the "GS
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 Restated Amended Investment Agreement. A copy of the GS
Letter Agreement is attached hereto as Exhibit 35.
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 Restated Amended Investment Agreement (to the extent it becomes effective),
the New Investment Agreement and the amended Letter Agreement (to the extent it
becomes effective), 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 Restated Amended Investment Agreement (to
the extent it becomes effective), the New Investment Agreement and the Letter
Agreement (to the extent it becomes effective)), any one or more of the
Reporting Persons (and their respective affiliates) reserves the right, in each
case subject to any applicable limitations imposed on the sale of any of their
Common Stock by the Securities Act of 1933, as amended, or other applicable law,
to (i) purchase additional shares of Common Stock or other securities of the
Issuer, (ii) sell or transfer shares of Common Stock or other securities
beneficially owned by them from time to time in public or private transactions
and (iii) cause any of the Reporting Persons to distribute in kind to their
respective stockholders, partners or members, as the case may be, shares of
Common Stock or other securities owned by such Reporting Persons.
This Amendment is not a solicitation for votes on the Issuer's plan of
reorganization. No disclosure statement has been approved by the Bankruptcy
Court for the Issuer's plan of reorganization.
ITEM 6 IS HEREBY AMENDED BY ADDING THE FOLLOWING:
On November 14, 2007, the New Proposing Investors delivered the New Revised
Proposal to the Issuer, which the Issuer accepted.
On November 14, 2007, the New Proposing Investors and the Issuer entered
into the New Waiver Letter.
Page 14 of 18
On November 14, 2007, Appaloosa, Harbinger, Merrill, UBS, GS and Pardus
entered into an amended Letter Agreement, which becomes effective only if the
Restated Amended Investment Agreement becomes effective.
On November 14, 2007, ADAH and GS entered into the GS Letter Agreement.
Other than as described in this Statement, to the best knowledge of the
Reporting Persons there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons, and between any
such persons and any other person, with respect to any securities of the Issuer,
including but not limited to, transfer and voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, or a pledge or contingency the occurrence of which would give
another person voting power or investment power over the securities of the
Issuer.
ITEM 7 IS AMENDED TO ADD THE FOLLOWING EXHIBITS:
32 Proposal Letter (attaching form of Restated First Amendment to the
Equity Purchase and Commitment Agreement (Exhibit B thereto is
incorporated by reference to Exhibit 99.A of the Form 8-K filed by
Delphi Corporation on September 7, 2007, as modified by Exhibit B to
Exhibit 99B of the Form 8-K filed by Delphi Corporation on October 31,
2007, as further modified by certain modified pages attached hereto)
and form of Equity Commitment Letters), dated November 14, 2007.
33 Equity Purchase and Commitment Agreement Waiver Letter, dated November
14, 2007, by and among A-D Acquisition Holdings, LLC, Harbinger
Del-Auto Investment Company, Ltd., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, UBS Securities LLC, Goldman, Sachs & Co., Pardus
DPH Holding LLC and Delphi Corporation.
34 Letter Agreement, dated November 14, 2007, from Appaloosa Management
L.P. to Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman,
Sachs & Co. and Pardus Special Opportunities Master Fund L.P.
35 Letter Agreement, dated November 14, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co.
Page 15 of 18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 16, 2007
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
--------------------------------
Page 16 of 18
Name: David A. Tepper
Title: President
/s/ David A. Tepper
-------------------------------
David A. Tepper
Page 17 of 18
EXHIBIT INDEX
32 Proposal Letter (attaching form of Restated First Amendment to the
Equity Purchase and Commitment Agreement (Exhibit B thereto is
incorporated by reference to Exhibit 99.A of the Form 8-K filed by
Delphi Corporation on September 7, 2007, as modified by Exhibit B to
Exhibit 99.B of the Form 8-K filed by Delphi Corporation on October
31, 2007, as further modified by certain modified pages attached
hereto) and form of Equity Commitment Letters), dated November 14,
2007.
33 Equity Purchase and Commitment Agreement Waiver Letter, dated
November 14, 2007, by and among A-D Acquisition Holdings, LLC,
Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Securities LLC, Goldman, Sachs & Co.,
Pardus DPH Holding LLC and Delphi Corporation.
34 Letter Agreement, dated November 14, 2007, from Appaloosa Management
L.P. to Harbinger Capital Partners Master Fund I, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Goldman,
Sachs & Co. and Pardus Special Opportunities Master Fund L.P.
35 Letter Agreement, dated November 14, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co.
Page 18 of 18