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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
SCHEDULE 13D/A
(Amendment No. 10)
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)
July 17, 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) [ ]
----- --------------------------------------------------------------------------
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
108,686,269 (2)
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.35% (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.
Page 2 of 20
(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 1,468,386 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 22,232,589 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) [ ](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 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
105,254,269 (2)
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.74% (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.
Page 4 of 20
(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 1,468,386 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 22,232,589 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) [ ](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
132,970,269 (2)
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.67% (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.
Page 6 of 20
(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 1,468,386 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 22,232,589 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) [ ](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
132,970,269 (2)
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.67% (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.
Page 8 of 20
(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 1,468,386 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 22,232,589 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) [ ](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
132,970,269 (2)
----- --------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----- --------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.67% (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.
Page 10 of 20
(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 1,468,386 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 22,232,589 shares.
Page 11 of 20
This Amendment No. 10 (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 and July 10, 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:
New Proposal Letter
On July 17, 2007, ADAH, Del-Auto, Merrill, UBS, Goldman Sachs & Co. ("GS")
and Pardus DPH Holding LLC ("Pardus DPH") (an affiliate of Pardus Special
Opportunities Master Fund L.P. ("Pardus")) 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 and a
proposed reorganization framework for the Issuer (the "New Proposal"). Each of
ADAH, Del-Auto, Merrill, UBS, GS and Pardus DPH are referred to herein as the
"New Investors." Each of Del-Auto, Merrill, UBS, GS and Pardus DPH are referred
to herein as the "Co-Investors." A copy of the New Proposal is attached hereto
as Exhibit 20.
According to the New Proposal, the New Investors would enter into an Equity
Purchase and Commitment Agreement (the "New Investment Agreement") providing for
the potential equity investment. The New Proposal will terminate if, on or
before August 16, 2007, (x) the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") does not issue an order reasonably
satisfactory to the New Investors approving and authorizing the Issuer to enter
into the New Investment Agreement and certain other matters, (y) the Issuer has
not entered into the New Investment Agreement or (z) any of the New Investors
determines in its sole discretion that any of the conditions contained in the
New Investment Agreement are incapable of being satisfied or that any of the New
Investors is entitled to exercise a termination right under the New Investment
Agreement.
Page 12 of 20
Equity Investment
Under the terms of the New Investment Agreement, on the terms and subject
to the conditions of the New 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 $38.39 per share, each New Investor's
proportionate share of 4,558,479 shares of the reorganized Issuer's new common
stock (the "New Direct Subscription Shares"); (ii) each Co-Investor would
purchase for $38.39 per share, each Co-Investor's proportionate share of the
reorganized Issuer's new Series B Senior Convertible Preferred Stock (the "New
Series B Preferred Stock"); and (iii) ADAH would purchase for $31.28 per share,
12,787,724 shares of the reorganized Issuer's new Series A-1 Senior Convertible
Preferred Stock (the "New Series A-1 Preferred Stock"). The number of New Direct
Subscription Shares and New Series B Preferred Stock to be purchased by each New
Investor is set forth on Schedule 2 to the New Investment Agreement.
Additionally, on the terms and subject to the conditions of the New
Investment Agreement, the New Investors would purchase any unsubscribed shares
("New Unsubscribed Shares") of the reorganized Issuer's new common stock in
connection with an approximately $1.6 billion rights offering (the "Rights
Offering") that would be made available to holders of Common Stock as of a
record date to be determined by the Issuer. In accordance with the New
Investment Agreement, the Issuer would distribute certain rights to holders of
Common Stock to acquire new common stock of the reorganized Issuer subject to
the effectiveness of a registration statement to be filed with the U.S.
Securities and Exchange Commission, approval of the Bankruptcy Court and
satisfaction of other terms and conditions. The rights, which would be
transferable by the original eligible holders, would permit holders to purchase
their pro rata share of new common stock of the reorganized Issuer at $38.39 per
share.
Altogether, the New Investors could invest up to an aggregate of $2.55
billion in the reorganized Issuer. The New 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 New Investment Agreement.
The New Investors would be entitled to payment of certain commitment fees
and an alternate transaction fee, and ADAH would be entitled to an arrangement
fee, in amounts, at the times and under the circumstances set forth in the New
Investment Agreement.
Plan of Reorganization Framework
The New Investment Agreement further outlines the Issuer's proposed
framework for a plan of reorganization, which includes 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
Under the terms of the proposed plan, the reorganized Issuer would be
governed by a nine (9) member board of directors including an executive chairman
and the Issuer's CEO. Subject to certain conditions, six of the nine directors
would be required to be independent of the reorganized Issuer under applicable
exchange rules and independent of the New Investors.
Page 13 of 20
A five (5) member selection committee will have certain approval rights
with respect to the reorganized Issuer's initial Board of Directors. The
selection committee will consist of John D. Opie, the Issuer's board of
directors' lead independent director, a representative of each of the Issuer's
two statutory committees, a representative from Appaloosa and a representative
from the Co-Investors. ADAH, through its proposed New Series A-1 Preferred Stock
ownership, would have certain veto rights regarding extraordinary corporate
actions such as change of control transactions and acquisitions or investments
in excess of $250 million in any twelve (12) month period.
Executive compensation for the reorganized company must be on market terms,
must be reasonably satisfactory to ADAH, and the overall executive compensation
plan design must be described in the Issuer's disclosure statement and
incorporated into the plan of reorganization.
New Investor Letter Agreement
On July 18, 2007, Appaloosa, Harbinger, Merrill, UBS, GS and Pardus entered
into a letter agreement (the "Letter Agreement") governing the relationships
among them. A copy of the Letter Agreement is attached hereto as Exhibit 21.
The parties to the 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 New Investment Agreement). Additionally, the
Letter Agreement sets forth certain obligations of the parties to the Letter
Agreement with respect to supporting the transactions contemplated by the New
Investment Agreement on the terms and subject to the conditions contained in the
Letter Agreement.
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 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.
Page 14 of 20
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 July
18, 2007.
------------------------------- ---------------------------- ---------------------------- ----------------------------
Name Number of Shares Number of Shares Aggregate Number of Shares
Beneficially Owned with Beneficially Owned with Shares Beneficially
Sole Voting and Shared Voting and Owned (1)
Dispositive Power Dispositive Power
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Investment Limited 0 27,716,000 108,686,269
Partnership I
------------------------------- ---------------------------- ---------------------------- ----------------------------
Palomino Fund, Ltd. 0 24,284,000 105,254,269
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Management L.P. 0 52,000,000 132,970,269
------------------------------- ---------------------------- ---------------------------- ----------------------------
Appaloosa Partners Inc. 0 52,000,000 132,970,269
------------------------------- ---------------------------- ---------------------------- ----------------------------
David A. Tepper 0 52,000,000 132,970,269
------------------------------- ---------------------------- ---------------------------- ----------------------------
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 pursuant to the New Investment Agreement and the
Letter Agreement, 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
provided to the Reporting Persons by each such New Investor, is set forth in
Items 11 and 13 on the cover pages of this Amendment.
(1) As a result of the New Proposal and related agreements 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 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 1,468,386 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 22,232,589 shares.
Page 15 of 20
(c) None of the Reporting Persons has purchased or sold Common Stock
during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6 IS HEREBY AMENDED BY ADDING THE FOLLOWING:
On July 17, 2007, the New Investors delivered the New Proposal to the
Issuer, which the Issuer accepted.
On July 18, 2007, Appaloosa entered into a Letter Agreement with Harbinger,
Merrill, UBS, GS and Pardus.
In addition, concurrent with the delivery of the New Proposal, Appaloosa,
Harbinger, UBS, Merrill, GS and Pardus entered into an agreement regarding the
allocation of certain potential liabilities in connection with the New
Investment Agreement. A copy of such agreement is attached hereto as Exhibit 22.
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:
Exhibit No. Description
----------- -----------------------------------------------------------------
20 Proposal Letter (attaching form of Equity Purchase and Commitment
Agreement and Equity Commitment Letters) dated July 18, 2007.
21 Letter Agreement, dated July 18, 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.
22 Contribution and Reimbursement Agreement, dated July 18, 2007,
among 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.
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: July 19, 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
----------- -----------------------------------------------------------------
20 Proposal Letter (attaching form of Equity Purchase and Commitment
Agreement and Equity Commitment Letters) dated July 18, 2007.
21 Letter Agreement, dated July 18, 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.
22 Contribution and Reimbursement Agreement, dated July 18, 2007,
among 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.
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