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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
(Amendment No. 13)
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)
October 29, 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
101,360,421 (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 20
(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 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
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
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 20
(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 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 BY 0
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 20
(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 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 BY 0
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 20
(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 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
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY 0
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 20
(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 20
This Amendment No. 13 (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 and August
3, 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.
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, and unless otherwise
amended hereby, all information previously filed remains in effect.
Item 4 is hereby amended by adding the following:
Revised Proposal
On October 29, 2007, ADAH, Del-Auto, Merrill, UBS 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 "Revised Proposal"). Each of ADAH, Del-Auto, Merrill, UBS and Pardus
DPH are referred to herein as the "Proposing Investors." The Revised Proposal
contemplates that the New Investors would enter into an amendment (the
"Amendment") to the New Investment Agreement, which contemplates a revised plan
of reorganization (the "Plan") for the Issuer. The Proposing Investors will not
be obligated to enter into the Amendment unless certain conditions are met,
including approval of the Amendment by the Bankruptcy Court, the delivery of a
financing letter from banks that would provide debt financing for the Plan and
the commitment of an additional New Investor to the Revised Proposal. A copy of
the Revised Proposal is attached hereto as Exhibit 29.
Equity Investment
Under the terms of the New Investment Agreement, as amended by the
Amendment (the "Amended Investment Agreement") on the terms and subject to the
conditions of the Amended Investment Agreement, the New 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
Investor would purchase for $34.98 per share, each New Investor's proportionate
share of 5,002,978 shares of the reorganized Issuer's new common stock (the
"Revised Direct Subscription Shares"); (ii) each Co-Investor would purchase for
$34.98 per
Page 12 of 20
share, each Co-Investor's proportionate share of the reorganized Issuer's new
Series B Senior Convertible Preferred Stock (the "Revised Series B Preferred
Stock"); and (iii) ADAH would purchase for $29.67 per share, 13,481,313 shares
of the reorganized Issuer's new Series A-1 Senior Convertible Preferred Stock
(the "Revised Series A-1 Preferred Stock"). The number of Revised Direct
Subscription Shares and Revised Series B Preferred Stock to be purchased by each
New Investor is set forth on Schedule 2 to the Amendment.
Additionally, on the terms and subject to the conditions of the Amended
Investment Agreement, the New Investors would purchase any unsubscribed shares
("Revised Unsubscribed Shares") of the reorganized Issuer's new common stock in
connection with an approximately $1.575 billion rights offering (the "Revised
Rights Offering") that would be made available to holders of general unsecured
claims pursuant to the Plan ("Eligible Holders"). In accordance with the 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 not be separately transferable, would permit Eligible Holders to purchase
their pro rata share of new common stock of the reorganized Issuer at $34.98 per
share.
Altogether, the New Investors could invest up to an aggregate of $2.55
billion in the reorganized Issuer. The Amended Investment Agreement is subject
to satisfaction and waiver of numerous conditions and the non-exercise by either
the Issuer or the New Investors of certain termination rights, all of which are
more fully described in the Amended Investment Agreement.
The New 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 Amended New Investment Agreement.
Waiver Letter
On October 29, 2007, the Proposing Investors and the Issuer entered into a
letter agreement (the "Waiver Letter") setting forth the parties' understandings
with regard to certain provisions of the New Investment Agreement. A copy of the
Waiver Letter is attached hereto as Exhibit 30.
Plan of Reorganization
Attached as Exhibit B to the 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 Investor Letter Agreement
On October 31, 2007, Appaloosa, Harbinger, Merrill, UBS and Pardus agreed
to make certain amendments to the Letter Agreement. A copy of the Letter
Agreement as amended is attached hereto as Exhibit 31.
The amended Letter Agreement would become effective if the Amended
Investment Agreement becomes effective. Upon the effectiveness of the amended
Letter Agreement, the
Page 13 of 20
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.
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 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 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 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
November 1, 2007.
Page 14 of 20
------------------------------- ---------------------------- ---------------------------- ----------------------------
Name Number of Shares Number of Shares Aggregate Number of Shares
Beneficially Owned with Beneficially Owned with Beneficially Owned( 1)
Sole Voting and Shared Voting and
Dispositive Power Dispositive Power
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Investment Limited 0 27,716,000 101,360,421
Partnership I
------------------------------- ---------------------------- ---------------------------- ----------------------------
Palomino Fund, Ltd. 0 24,284,000 97,928,421
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Management L.P. 0 52,000,000 125,644,421
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Partners Inc. 0 52,000,000 125,644,421
------------------------------- ---------------------------- ---------------------------- ----------------------------
David A. Tepper 0 52,000,000 125,644,421
------------------------------- ---------------------------- ---------------------------- ----------------------------
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 other New
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 New 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 New Investment Agreement described in Item 4, the
Reporting Persons are deemed to be the beneficial owners of shares of the
Common Stock beneficially owned by the other New Investors described in
Item 4. 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 owns 1,482,206 shares, UBS Securities LLC beneficially
owns 4,419,294 shares, Pardus Special Opportunities Master Fund L.P. and
its related entities beneficially own 26,400,000 and Goldman Sachs & Co
beneficially owns 14,892,921 shares.
Page 15 of 20
Item 6 is hereby amended by adding the following:
On October 29, 2007, the Proposing Investors delivered the Revised Proposal
to the Issuer, which the Issuer accepted.
On October 29, 2007, the Proposing Investors and the Issuer entered into a
Waiver Letter.
On October 31, 2007, Appaloosa , Harbinger, Merrill, UBS and Pardus entered
into an amended Letter Agreement, which becomes effective only if the Amended
Investment Agreement becomes effective.
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.
Page 16 of 20
Item 7 is amended to add the following exhibits:
29 Proposal Letter (attaching form of 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; Exhibit C thereto is incorporated by reference to Exhibit 99.B
of the Form 8-K filed by Delphi Corporation on September 7, 2007 as
modified by Exhibit A to Exhibit 99.B of the Form 8-K filed by
Delphi Corporation on October 31, 2007) and form of and Equity
Commitment Letters) dated October 29, 2007.
30 Equity Purchase and Commitment Agreement Waiver Letter, dated
October 29, 2007, by and among A-D Acquisition Holdings, LLC,
Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, UBS Securities LLC, Pardus DPH Holding
LLC, and Delphi Corporation.
31 Letter Agreement, dated October 31, 2007, from Appaloosa Management
L.P. to Harbinger Capital Partners Master Fund I, Ltd., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and
Pardus Special Opportunities Master Fund L.P.
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: November 2, 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
---------------------------
Name: David A. Tepper
Title: President
Page 18 of 20
/s/ David A. Tepper
-------------------------------
David A. Tepper
Page 19 of 20
EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------------
29 Proposal Letter (attaching form of 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; Exhibit C thereto is incorporated by reference
to Exhibit 99.B of the Form 8-K filed by Delphi Corporation on
September 7, 2007 as modified by Exhibit A to Exhibit 99.B of the
Form 8-K filed by Delphi Corporation on October 31, 2007) and form
of Equity Commitment Letters) dated October 29, 2007.
30 Equity Purchase and Commitment Agreement Waiver Letter, dated
October 29, 2007, by and among A-D Acquisition Holdings, LLC,
Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC, Pardus
DPH Holding LLC, and Delphi Corporation.
31 Letter Agreement, dated October 31, 2007, from Appaloosa
Management L.P. to Harbinger Capital Partners Master Fund I, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities
LLC and Pardus Special Opportunities Master Fund L.P.
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