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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 12)
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
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 3, 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 17
SCHEDULE 13D
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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
106,680,183(2)
------ ------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.99%(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 17
(2) As a result of the New Proposal and related 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 provided to
the Reporting Persons, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A
filed on March 16, 2007, beneficially owns 1,475,701 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 20,219,188 shares.
Page 3 of 17
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
103,248,183 (2)
------ ------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.38%(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 17
(2) As a result of the New Proposal and related 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 provided to
the Reporting Persons, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A
filed on March 16, 2007, beneficially owns 1,475,701 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 20,219,188 shares.
Page 5 of 17
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
130,964,183(2)
------ ------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.31%(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 17
(2) As a result of the New Proposal and related 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 provided to
the Reporting Persons, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A
filed on March 16, 2007, beneficially owns 1,475,701 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 20,219,188 shares.
Page 7 of 17
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
130,964,183(2)
------ ------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.31%(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 17
(2) As a result of the New Proposal and related 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 provided to
the Reporting Persons, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A
filed on March 16, 2007, beneficially owns 1,475,701 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 20,219,188 shares.
Page 9 of 17
SCHEDULE 13D
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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
130,964,183(2)
------ ------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ ------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.31%(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 17
(2) As a result of the New Proposal and related 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 provided to
the Reporting Persons, Harbinger Capital Partners Master Fund I, Ltd. and
its related entities beneficially own 26,450,000 shares, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as reported on their Schedule 13D/A
filed on March 16, 2007, beneficially owns 1,475,701 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 20,219,188 shares.
Page 11 of 17
This Amendment No. 12 (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 and July 23, 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:
Subsequent to July 23, 2007 and in connection with the Bankruptcy
Proceedings, the New Investors and the Issuer agreed to certain modifications to
the New Investment Agreement. On August 2, 2007, the Bankruptcy Court held a
hearing on Delphi's motion for the approval of the New Investment Agreement. On
August 2, 2007, the Bankruptcy Court approved such motion and on August 3,
2007, the modified New Investment Agreement and certain commitment letters
thereunder were executed by the parties thereto. Copies of the modified
Investment Agreement and commitment letters are attached hereto as Exhibit 25,
Exhibit 26, Exhibit 27 and Exhibit 28, respectively.
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 New Investment Agreement and the 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 New 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
Page 12 of 17
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 August 3, 2007, after approval by the Bankruptcy Court, the New
Investors and Issuer entered into the New Investment Agreement and 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.
Page 13 of 17
ITEM 7 IS AMENDED TO ADD THE FOLLOWING EXHIBITS:
25 Equity Purchase and Commitment Agreement, dated August 3, 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.
26 Letter Agreement, dated August 3, 2007, from Appaloosa Management
L.P. to A-D Acquisition Holdings, LLC.
27 Letter Agreement, dated August 3, 2007, from Harbinger Capital
Partners Master Fund I, Ltd. to Harbinger Del-Auto Investment
Company Ltd.
28 Letter Agreement, dated August 3, 2007, from Pardus Special
Opportunities Master Fund L.P. to Pardus DPH Holding LLC.
Page 14 of 17
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: August 6, 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 15 of 17
/s/ David A. Tepper
---------------------------
David A. Tepper
Page 16 of 17
EXHIBIT INDEX
Exhibit No. Description
----------- ------------------------------------------------------------------
25 Equity Purchase and Commitment Agreement, dated August 3, 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.
26 Letter Agreement, dated August 3, 2007, from Appaloosa Management
L.P. to A-D Acquisition Holdings, LLC.
27 Letter Agreement, dated August 3, 2007, from Harbinger Capital
Partners Master Fund I, Ltd. To Harbinger Del-Auto Investment Company
Ltd.
28 Letter Agreement, dated August 3, 2007, from Pardus Special
Opportunities Master Fund L.P. to Pardus DPH Holding LLC.
Page 17 of 17