UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
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)
Sandip S. Khosla, Esq.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 14, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.[ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with
respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Goldman Sachs Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X](1)
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF; OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 14,586,298
---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,892,921
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,892,921(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X](1)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
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14 TYPE OF REPORTING PERSON
HC-CO
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----------
(1) As a result of the transactions and relationships described under Item 4,
the Filing Person may be deemed a member of a "group" with the other
Investors (as defined in Item 4). Based on information provided to the
Filing Person and in Schedules 13D filed by the other Investors, Appaloosa
Management L.P. and its related entities beneficially own 52,000,000
shares of Common Stock as reported in their Schedule 13D filed on
November 16, 2007; Harbinger Capital Partners Master Fund I, Ltd. and its
related entities beneficially own 26,450,000 shares of Common Stock as
reported in their Schedule 13D filed on November 16, 2007; Merrill Lynch,
Pierce, Fenner & Smith Incorporated and related entities beneficially
own 1,482,206 shares of Common Stock as reported in their Schedule 13D
filed on September 11, 2007; the relevant business units of UBS AG
beneficially own 4,419,294 shares of Common Stock as reported in their
Schedule 13D filed on July 25, 2007; and Pardus Special Opportunities
Master Fund L.P. and its related entities beneficially own 26,400,000 as
reported in their Schedule 13D filed on November 6, 2007. This filing does
not reflect any shares of Common Stock that may be deemed to be
beneficially owned by The Goldman Sachs Group, Inc. as a result of
membership in a "group" within the meaning of Section 13(d) of the
Securities and Exchange Act of 1934, as amended, and The Goldman Sachs
Group, Inc. expressly disclaims such membership.
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Goldman, Sachs & Co.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[X](2)
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC; OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON
WITH 14,586,298
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
14,892,921
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,892,921(2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X](2)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
BD-PN-IA
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----------
(2) As a result of the transactions and relationships described under Item 4,
the Filing Person may be deemed a member of a "group" with the other
Investors (as defined in Item 4). Based on information provided to the
Filing Person and in Schedules 13D filed by the other Investors, Appaloosa
Management L.P. and its related entities beneficially own 52,000,000
shares of Common Stock as reported in their Schedule 13D filed on
November 16, 2007; Harbinger Capital Partners Master Fund I, Ltd. and its
related entities beneficially own 26,450,000 shares of Common Stock as
reported in their Schedule 13D filed on November 16, 2007; Merrill Lynch,
Pierce, Fenner & Smith Incorporated and related entities beneficially own
1,482,206 shares of Common Stock as reported in their Schedule 13D filed
on September 11, 2007; the relevant business units of UBS AG beneficially
own 4,419,294 shares of Common Stock as reported in their Schedule 13D
filed on July 25, 2007; and Pardus Special Opportunities Master Fund L.P.
and its related entities beneficially own 26,400,000 as reported in their
Schedule 13D filed on November 6, 2007. This filing does not reflect any
shares of Common Stock that may be deemed to be beneficially owned by
Goldman, Sachs & Co. as a result of membership in a "group" within the
meaning of Section 13(d) of the Securities and Exchange Act of 1934, as
amended, and Goldman, Sachs & Co. expressly disclaims such membership.
This Amendment No. 3 amends certain information in the Statement on Schedule
13D filed on March 19, 2007 by The Goldman Sachs Group, Inc. ("GS Group") and
Goldman, Sachs & Co. ("Goldman Sachs", and, together with GS Group, the "Filing
Persons"), as amended by Amendment No. 1 to the Schedule 13D filed on July 24,
2007 and Amendment No. 2 to the Schedule 13D filed on November 1, 2007 (as
amended, the "Schedule 13D"), relating to the common stock, par value $0.01 per
share (the "Common Stock"), of Delphi Corporation, a Delaware corporation (the
"Company"). Capitalized terms used but not defined herein have the meanings
previously ascribed to them in the Schedule 13D.
Neither the present filing nor anything contained herein shall be construed as
an admission that any Filing Person constitutes a "person" for any purposes
other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended as follows:
Revised Proposal
On November 14, 2007, A-D Acquisition Holdings, Inc., an affiliate at Appaloosa
Management L.P. ("ADAH"), Harbinger Del-Auto Investment Company, Ltd., Merrill
Lynch, Pierce, Fenner and Smith Incorporated, UBS Securities LLC, Goldman Sachs
and Pardus DPH Holding LLC (collectively, the "Proposing Investors") delivered
to the Company a proposal in connection with a proposed plan of reorganization
for the Company (the "Revised Proposal"). The Revised Proposal contemplates
that the Proposing Investors would enter into a Restated First Amendment (the
"Amendment") to the Equity Purchase and Commitment Agreement, dated as of August
3, 2007 (the "Investment Agreement"), which contemplates a revised plan of
reorganization (the "Plan") for the Company. The Proposing Investors will not
be obligated to enter into the Amendment unless certain conditions are met,
including approval of the Amendment by the United States Bankruptcy Court for
the Southern District of New York. Copies of the Revised Proposal, the
Investment Agreement and the Amendment are attached hereto as Exhibits 99.1,
99.2 and 99.3, respectively, and each are incorporated herein by reference.
Equity Investment
Under the terms of the 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 Proposing Investors would purchase an
aggregate of $800 million of convertible preferred stock and approximately $175
million of common stock in the reorganized Company as follows: (i) each
Proposing Investor would purchase for $38.39 per share, each Proposing
Investor's proportionate share of 4,558,479 shares of the reorganized Company's
new common stock (the "Revised Direct Subscription Shares"); (ii) each Proposing
Investor would purchase for $42.20 per share, each Proposing Investor's
proportionate share of the reorganized Company's new Series B Senior Convertible
Preferred Stock (the "Revised Series B Preferred Stock"); and (iii) ADAH would
purchase for $38.39 per share, 10,419,380 shares of the reorganized Company's
new Series A-1 Senior Convertible Preferred Stock. The number of Revised Direct
Subscription Shares and Revised Series B Preferred Stock to be purchased by each
Proposing 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 Proposing Investors would purchase any unsubscribed
shares (the "Revised Unsubscribed Shares") of the reorganized Company's new
common stock in connection with an approximately $1.575 billion 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 Company would distribute certain rights to Eligible Holders to
acquire new common stock of the reorganized Company. 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 Company at $38.39 per
share.
Altogether, the Proposing Investors could invest up to an aggregate of $2.55
billion in the reorganized Company. The Amended Investment Agreement is subject
to satisfaction and waiver of numerous conditions and the non-exercise by either
the Company or the Proposing Investors of certain termination rights, all of
which are more fully described in the Amended Investment Agreement.
The Proposing Investors would be entitled to payment of certain commitment fees
and an alternate transaction fee, in amounts, at the times and under the
circumstances set forth in the Amended Investment Agreement.
Waiver Letter
On November 14, 2007, the Proposing Investors and the Company 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 99.4 and incorporated herein by
reference.
Plan of Reorganization
Attached as Exhibit B to the Amendment is the Plan, which includes provisions
for distributions to be made to creditors and stockholders, the treatment of
General Motors Corp.'s claims, and the corporate governance of the reorganized
Company.
Revised Investor Letter Agreement
On November 14, 2007, the Proposing Investors agreed to make certain amendments
to the Letter Agreement. A copy of the Letter Agreement as amended ("Revised
Letter Agreement") is attached hereto as Exhibit 99.5 and incorporated herein by
reference.
The parties to the Revised Letter Agreement have agreed, subject to certain
exceptions, to certain transfer restrictions on claims and interests in any of
the Debtors (as defined in the Amended Investment Agreement) and to support the
transactions contemplated by the Amended Investment Agreement. The parties'
rights and obligations with respect to certain conditions in the Amended
Investment Agreement are also set forth in the Revised Letter Agreement.
Goldman Sachs Letter Agreement
On November 14, 2007, ADAH executed a letter agreement with Goldman Sachs
("Goldman Sachs Letter Agreement"). A copy of the Goldman Sachs Letter
Agreement is attached hereto as Exhibit 99.6 and incorporated herein by
reference.
The Goldman Sachs Letter Agreement governs the respective rights and obligations
of ADAH and Goldman Sachs with respect to the permitted sale or transfer of
Revised Direct Subscription Shares and Revised Unsubscribed Shares by Goldman
Sachs.
Contribution Agreement
On November 14, 2007, the Proposing Investors entered into an amendment to the
Contribution and Reimbursement Agreement, dated July 18, 2007 (the "Contribution
Agreement", and as amended, the "Contribution Agreement Amendment"). Copies of
the Contribution Agreement and the Contribution Agreement Amendment are attached
hereto as Exhibits 99.7 and 99.8 and each are incorporated herein by reference.
The Contribution Agreement Amendment governs the Proposing Investors' rights in
the case of payments made by any Proposing Investor in excess of its pro rata
portion, upon a termination by any Proposing Investor and upon a wilfull breach
by any Proposing Investor.
As a result of the arrangements described in the Schedule 13D, the Filing
Persons may be deemed a member of a "group" for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, with the Investors. The Filing
Persons expressly disclaim membership in a group with the Investors or any other
person.
The acquisition of beneficial ownership by the Filing Persons of the Common
Stock reported herein was in the ordinary course of business.
Other than as provided above, the Filing Persons do not have any plans or
proposals described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Filing Persons intend to continuously evaluate their investment in
the Company and may acquire or dispose of shares of Common Stock, other
securities of the Company, or loans or other interests in the Company or take
other actions with respect to the Company's restructuring plan. The Filing
Persons may hedge all or a portion of their investment in the Company.
Goldman Sachs may work with the Company and/or the Investors, the Company's
financial advisors, equity holders, creditors and other constituents to develop
plans and proposals for the Company. These plans or proposals may involve or
relate to one or more of the matters described in the Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of November 14, 2007, each of GS Group and Goldman Sachs may be deemed to
have beneficially owned an aggregate of 14,892,921 shares of Common Stock,
including (i) 14,586,298 shares of Common Stock acquired by Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group in ordinary course
trading activities and (ii) 306,623 shares of Common Stock held in Managed
Accounts, representing in the aggregate approximately 2.7% of the 561,781,590
shares of Common Stock reported to be outstanding as of September 30, 2007 as
disclosed in Company's most recent quarterly report on Form 10-Q for the period
ended September 30, 2007. GS Group and Goldman Sachs each disclaim beneficial
ownership of the shares of Common Stock held in Managed Accounts.
As a result of the arrangements as disclosed in the Schedule 13D, the Filing
Persons may be deemed a group with the other Investors and, therefore, may be
deemed to beneficially own the shares of Common Stock beneficially owned by the
other Investors. The aggregate shares of Common Stock described above does not
include shares of Common Stock beneficially owned by any other member of any
"group" within the meaning of Section 13(d) of the Securities and Exchange Act
of 1934, as amended, in which GS Group or Goldman Sachs may be deemed a member.
In accordance with Securities and Exchange Commission Release No. 34-395538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of GS Group and its subsidiaries and affiliates (collectively,
"GSG"). This filing does not reflect securities, if any, beneficially owned by
any operating units of GSG whose ownership of securities is disaggregated from
that of the Goldman Sachs Reporting Units in accordance with the Release. The
Goldman Sachs Reporting Units disclaim beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which the Goldman
Sachs Reporting Units or their employees have voting or investment discretion,
or both, and (ii) certain investment entities of which the Goldman Sachs
Reporting Units acts as the general partner, managing general partner or other
manager, to the extent interests in such entities are held by persons other than
the Goldman Sachs Reporting Units.
None of the Filing Persons or, to the knowledge of any of the Filing Persons,
any of the persons listed on Schedule I to Amendment No. 1 to the Schedule 13D
may be deemed to have beneficially owned any shares of Common Stock as of
November 14, 2007 other than as set forth herein.
(b) Each Filing Person shares the power to vote or direct the vote and to
dispose or to direct the disposition of
shares of Common Stock beneficially owned by such Filing Person as indicated
herein.
(c) Schedule I hereto sets forth transactions in the Common Stock which were
effected from October 30, 2007 through November 14, 2007, all of which were
effected in the ordinary course of business of Goldman Sachs or another
wholly-owned broker or dealer subsidiary of GS Group. The transactions in the
Common Stock, described in Schedule I, were effected on the over-the-counter
market. Funds for the purchase of shares of Common Stock acquired in ordinary
course trading activities came from the working capital of Goldman Sachs or
another wholly-owned broker or dealer subsidiary of GS Group. Funds for the
purchase of shares of Common Stock held in Managed Accounts came from client
funds. The Filing Persons disclaim beneficial ownership of shares of Common
Stock held in Managed Accounts.
Except as set forth in Schedule I hereto, no transactions in the Common Stock
were effected by the Filing Persons or, to the knowledge of any of the Filing
Persons, any of the persons listed on Schedule I to Amendment No. 1 to the
Schedule 13D, from October 30, 2007 through November 14, 2007.
(d) Except for clients of Goldman Sachs who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
shares of Common Stock, if any, held in Managed Accounts, no other person is
known by the Filing Persons to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any shares of
Common Stock beneficially owned by the Filing Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to
the Securities of the Issuer.
Item 6 is amended as follows:
See "Item 4. Purpose of Transaction" for a description of the Revised Proposal,
Amendment, Waiver Letter, Revised Letter Agreement, Goldman Sachs Letter
Agreement and Contribution Agreement Amendment, which are each qualified in
their entirety by reference to the respective agreements, copies of which are
filed as exhibits, and are each incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended as follows:
Exhibit No. Exhibit
----------- ----------------------------------------------------------------
99.1 Proposal Letter, dated November 14, 2007, from 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
(incorporated by reference to Exhibit 32 to the Schedule 13D
filed by Appaloosa Investment Limited Partnership I and related
persons and entities on November 16, 2007).
99.2 Equity Purchase and Commitment Agreement, dated August 3, 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 (previously filed).
99.3 Restated First Amendment to the Equity Purchase and Commitment
Agreement, dated November 14, 2007, by and among A-D Acquisition
Holdings, LLC, Harbinger Del-Auto Investment Company, Ltd.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman, Sachs & Co., Pardus DPH Holding LLC and
Delphi Corporation (incorporated by reference to Exhibit 32 to
the Schedule 13D filed by Appaloosa Investment Limited
Partnership I and related persons and entities on November 16,
2007).
99.4 Equity Purchase and Commitment Agreement Waiver Letter, dated
November 14, 2007, by and among A-D Acquisition Holdings, LLC,
Harbinger Del-Auto Investment Company, Ltd., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, UBS Securities LLC,
Goldman, Sachs & Co., Pardus DPH Holding LLC and Delphi
Corporation (incorporated by reference to Exhibit 33 to the
Schedule 13D filed by Appaloosa Investment Limited Partnership I
and related persons and entities on November 16, 2007).
99.5 Letter Agreement, dated November 14, 2007, from Appaloosa
Management L.P. to Harbinger Capital Partners Master Fund I,
Ltd., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS
Securities LLC, Goldman, Sachs & Co. and Pardus Special
Opportunities Master Fund L.P. (incorporated by reference to
Exhibit 34 to the Schedule 13D filed by Appaloosa Investment
Limited Partnership I and related persons and entities on
November 16, 2007).
99.6 Letter Agreement, dated November 14, 2007, from A-D Acquisition
Holdings, LLC to Goldman, Sachs & Co. (incorporated by
reference to Exhibit 35 to the Schedule 13D filed by Appaloosa
Investment Limited Partnership I and related persons and
entities on November 16, 2007).
99.7 Contribution and Reimbursement Agreement, dated July 18, 2007,
from from Appaloosa Management L.P., Harbinger Capital Partners
Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co. and
Pardus Special Opportunities Master Fund L.P (incorporated by
reference to Exhibit 22 to the Schedule 13D filed by Appaloosa
Investment Limited Partnership I and related persons and
entities on July 20, 2007).
99.8 Contribution and Reimbursement Agreement, dated November 14,
2007, from from Appaloosa Management L.P., Harbinger Capital
Partners Master Fund I, Ltd., Harbinger Capital Partners Special
Situations Fund, L.P., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, UBS Securities LLC, Goldman, Sachs & Co. and
Pardus Special Opportunities Master Fund L.P.
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.
Date: November 19, 2007
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Andrea Louro DeMar
-------------------------
Name: Andrea Louro DeMar
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By: /s/ Andrea Louro DeMar
-------------------------
Name: Andrea Louro DeMar
Title: Attorney-in-fact
SCHEDULE I
PURCHASE (P)/
SALE (S) QUANTITY PRICE TRADE DATE SETTLEMENT DATE
S 1,151 $0.17 10/30/2007 11/2/2007
S 5,000 $0.17 10/30/2007 11/2/2007
P 5,000 $0.20 10/30/2007 11/2/2007
P 5,000 $0.33 10/30/2007 11/2/2007
P 5,000 $0.33 10/30/2007 11/2/2007
S 10,000 $0.17 10/30/2007 11/2/2007
S 25,000 $0.17 10/30/2007 11/2/2007
S 25,000 $0.18 10/30/2007 11/2/2007
S 25,000 $0.18 10/30/2007 11/2/2007
S 25,000 $0.18 10/30/2007 11/2/2007
P 25,000 $0.18 10/30/2007 11/2/2007
P 25,000 $0.18 10/30/2007 11/2/2007
S 25,000 $0.19 10/30/2007 11/2/2007
S 25,000 $0.19 10/30/2007 11/2/2007
P 25,000 $0.22 10/30/2007 11/2/2007
P 25,000 $0.22 10/30/2007 11/2/2007
S 33,000 $0.17 10/30/2007 11/2/2007
S 42,800 $0.17 10/30/2007 11/2/2007
S 42,800 $0.17 10/30/2007 11/2/2007
S 42,800 $0.17 10/30/2007 11/2/2007
S 50,000 $0.17 10/30/2007 11/2/2007
S 50,000 $0.17 10/30/2007 11/2/2007
S 60,000 $0.17 10/30/2007 11/2/2007
S 65,000 $0.17 10/30/2007 11/2/2007
P 75,000 $0.17 10/30/2007 11/2/2007
S 95,000 $0.17 10/30/2007 11/2/2007
P 50,000 $0.33 10/30/2007 11/2/2007
S 100,000 $0.18 10/30/2007 11/2/2007
P 75,000 $0.30 10/30/2007 11/2/2007
P 150,000 $0.17 10/30/2007 11/2/2007
P 100,000 $0.30 10/30/2007 11/2/2007
S 250,000 $0.18 10/30/2007 11/2/2007
P 300,000 $0.17 10/30/2007 11/2/2007
P 200,000 $0.16 10/30/2007 11/2/2007
P 27,980 $0.29 11/8/2007 11/8/2007
S 32,980 $0.29 11/8/2007 11/8/2007
P 5,000 $0.27 11/8/2007 11/14/2007
S 8,300 $0.19 11/9/2007 11/15/2007
S 8,300 $0.19 11/9/2007 11/15/2007
S 10,000 $0.18 11/9/2007 11/15/2007
S 10,000 $0.19 11/9/2007 11/15/2007
S 10,000 $0.20 11/9/2007 11/15/2007
S 10,000 $0.20 11/9/2007 11/15/2007
S 10,000 $0.22 11/9/2007 11/15/2007
S 2,759 $0.22 11/9/2007 11/15/2007
S 3,684 $0.19 11/9/2007 11/15/2007
S 13,700 $0.22 11/9/2007 11/15/2007
S 15,000 $0.21 11/9/2007 11/15/2007
S 9,524 $0.21 11/12/2007 11/15/2007
P 2 $0.23 11/13/2007 11/16/2007
S 78,285 $0.24 11/14/2007 11/19/2007
P 78,285 $0.24 11/14/2007 11/19/2007