================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
(Amendment No. 16)
Under the Securities Exchange Act of 1934
DELPHI CORPORATION
------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
247126105
--------------
(CUSIP Number)
Kenneth Maiman
Appaloosa Management L.P.
26 Main Street, First Floor
Chatham, NJ 07928
(973) 701-7000
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 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 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 20
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
101,333,062 (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 20
(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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 20
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
97,901,062 (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 20
(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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 20
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
125,617,062 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.36% (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 20
(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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 20
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
125,617,062 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.36% (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 20
(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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 20
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
125,617,062 (2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.36% (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 20
(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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 20
This Amendment No. 16 (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, November 8, 2007 and November 16, 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:
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.
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.
Page 12 of 20
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 hereto as Exhibit 37, Exhibit 38, Exhibit 39 and Exhibit 40,
respectively.
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 hereto as Exhibit 41.
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.
Page 13 of 20
Revised New Investor Letter 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 hereto
as Exhibit 42. The amended Letter Agreement replaces the Letter Agreement
attached as Exhibit 21 to the 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 hereto as Exhibit 43 and replaces the GS Letter
Agreement attached as Exhibit 35 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 is amended and restated as follows:
(a) - (b) Set forth in the table below is the number and percentage of
shares of Common Stock beneficially owned by each Reporting Person as of
December 1, 2007.
Page 14 of 20
Number of Shares Number of Shares
Beneficially Beneficially Owned Aggregate Number
Owned with with of Shares
Sole Voting and Shared Voting and Beneficially
Name Dispositive Power Dispositive Power Owned (1)
---------------------------- ------------------ ------------------ ------------------
Appaloosa Investment Limited
Partnership I 0 27,716,000 101,333,062
Palomino Fund, Ltd. 0 24,284,000 97,901,062
Appaloosa Management L.P. 0 52,000,000 125,617,062
Appaloosa Partners Inc. 0 52,000,000 125,617,062
David A. Tepper 0 52,000,000 125,617,062
Pursuant to Rule 13d-5(b)(1), the Reporting Persons are deemed to be the
beneficial owner of shares of Common Stock beneficially owned by the
Co-Investors. Other than as described in Item 4, the Reporting Persons do not
have any agreement regarding the voting or disposition of such shares. The
number of shares of Common Stock beneficially owned by each of the other New
Investors, based on information filed with the Securities and Exchange
Commission by each such Co-Investor, is set forth in Items 11 and 13 on the
cover pages of this Amendment.
(c) None of the Reporting Persons has purchased or sold Common Stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
----------
(1) 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 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 1,459,280 shares, UBS AG
beneficially owns 4,414,861 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 15 of 20
Item 6 is hereby amended 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 is amended to add the following exhibits:
36 Proposal Letter (attaching form of Second Restated First Amendment to
the Equity Purchase and Commitment Agreement, form of Equity
Commitment Letters and those changed pages to the Plan and disclosure
statement changed since December 3, 2007), dated December 7, 2007
among A-D Acquisition Holdings, LLC, Harbinger Del-Auto Investment
Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman Sachs & Co. and Pardus DPH Holding LLC.
37 Second Restated First Amendment to the Equity Purchase and Commitment
Agreement, dated December 10, 2007, 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.
Page 16 of 20
38 Letter Agreement, dated December 10, 2007, from Appaloosa Management
L.P. to A-D Acquisition Holdings, LLC.
39 Letter Agreement, dated December 10, 2007, from Harbinger Capital
Partners Master Fund I, Ltd. to Harbinger Del-Auto Investment Company
Ltd.
40 Letter Agreement, dated December 10, 2007, from Pardus Special
Opportunities Master Fund L.P. to Pardus DPH Holding LLC.
41 Equity Purchase and Commitment Agreement Waiver Letter, dated December
7, 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.
42 Letter Agreement, dated December 7, 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.
43 Letter Agreement, dated December 7, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co.
Page 17 of 20
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 12, 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
--------------------------
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Name: David A. Tepper
Title: President
` /s/ David A. Tepper
------------------------------
David A. Tepper
Page 19 of 20
EXHIBIT INDEX
36 Proposal Letter (attaching form of Second Restated First Amendment to
the Equity Purchase and Commitment Agreement, form of Equity
Commitment Letters and those changed pages to the Plan and disclosure
statement changed since December 3, 2007), dated December 7, 2007
among A-D Acquisition Holdings, LLC, Harbinger Del-Auto Investment
Company, Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman Sachs & Co. and Pardus DPH Holding LLC.
37 Second Restated First Amendment to the Equity Purchase and Commitment
Agreement, dated December 10, 2007, 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.
38 Letter Agreement, dated December 10, 2007, from Appaloosa Management
L.P. to A-D Acquisition Holdings, LLC.
39 Letter Agreement, dated December 10, 2007, from Harbinger Capital
Partners Master Fund I, Ltd. to Harbinger Del-Auto Investment Company
Ltd.
40 Letter Agreement, dated December 10, 2007, from Pardus Special
Opportunities Master Fund L.P. to Pardus DPH Holding LLC.
41 Equity Purchase and Commitment Agreement Waiver Letter, dated December
7, 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.
42 Letter Agreement, dated December 7, 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.
43 Letter Agreement, dated December 7, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co.
Page 20 of 20