Edgar Filing: DELPHI AUTOMOTIVE SYSTEMS CORP

Prepared by R.R. Donnelley Financial -- Definitive Additional Materials

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Delphi Automotive Systems Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement:

(3)

Filing Party:

(4)

Date Filed:

PROXYVOTE.COM

You elected to receive shareholder communications and submit voting instructions via the Internet. This e-mail notification contains information specific to your holding in the security identified below. Please read the instructions carefully before proceeding.

This is a NOTIFICATION of the:

DELPHI AUTOMOTIVE SYSTEMS CORPORATION 2001 Annual Meeting of Stockholders.

MEETING DATE: MAY 1, 2002

RECORD DATE: MARCH 4, 2002

CUSIP NUMBER: 247126105

ACCOUNT NUMBER: 3456789012345678901

CONTROL NUMBER: 012345678901

You can enter your voting instructions and view the shareholder material at the following Internet site:

http://www.ProxyVote.com

Note: If your e-mail software supports it, you can simply click on the above link.

To access ProxyVote, you will need the above CONTROL NUMBER and the four-digit PIN you enrolled with at the time you elected to receive electronic communications (we suggest the last four digits of your Social Security Number or Tax ID). If you do not know your PIN please follow the instructions below. Internet voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date.

To view the documents below, you may need Adobe Acrobat Reader. To download the Adobe Reader, click the url address below:

http://www.adobe.com/products/acrobat/readstep2.html

The relevant supporting documentations can also be found at the following Internet site(s):

ANNUAL REPORT

http://www.delphi.com/ir

PROXY STATEMENT

http://www.delphi.com/ir

There are no charges for this service. There may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which must be borne by the stockholder.

Please do not send any e-mail to ID@ProxyVote.com. Please REPLY to this e-mail with any comments or questions about proxyvote.com. (Include the original text and subject line of this message for identification purposes.)

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

5725 Delphi Drive

Troy, Michigan 48098

March 15, 2002

TO OUR STOCKHOLDERS:

Our 2002 annual meeting of stockholders will be held at the Hyatt Regency Rochester, 125 East Main Street, Rochester, New York 14604, on May 1, 2002. This is our third annual meeting since we became an independent company in 1999.

The annual meeting will begin promptly at 8:00 a.m., local time. If you plan to attend the meeting, please check the box on your proxy card indicating your intention to do so.

Please read these materials so that you will know what we plan to do at the meeting. Also, please either sign and return the accompanying proxy card in the enclosed postage-paid envelope or instruct us via the Internet or by telephone as to how you would like to vote your shares. By doing this, your shares will be voted as you direct even if you cannot attend the meeting. Instructions on how to vote your shares are on the proxy card enclosed with this proxy statement. Stockholders may also obtain the notice of annual meeting and the proxy statement at Delphi's home page on the World Wide Web (www.delphi.com). Those of our stockholders who have consented to receiving these materials electronically rather than receiving paper copies in the mail will receive only a copy of the notice of annual meeting and the proxy card by mail.

J. T. Battenberg III

Chairman, Chief Executive Officer and President

Whether or not you plan to attend the meeting, please provide your proxy by using the Internet, calling the toll free telephone number, or filling in, signing, dating, and promptly mailing the accompanying proxy card in the enclosed envelope.

From airport:

Take 390 North to 490 East. Take exit #13, Plymouth Ave./Downtown West. Turn right on Plymouth Ave. Turn left on Main St. Hotel is ¹/2 block past the fourth light on right.

From the south:

Take 390 North to 590 North to 490 West. Take exit #16, Downtown-Clinton Ave. Stay to the left on Clinton Ave. Turn left on Broad St. Turn right on Stone St. Turn left on Main St. Hotel is ¹/2 block on left.

From the west (Buffalo)

Take 90 East to Exit #47 (LeRoy, I-490). Pay toll. Take 490 East approximately 20 miles, to Exit #13, Plymouth Ave. West. Turn right at light on Plymouth Ave. Turn left on Main St. Hotel is ¹/2 block past fourth light on right.

From the east (Syracuse)

Take 90 West to Exit #45 (Rochester, I-490). Pay toll. Take 490 West approximately 15 miles, to Exit #16, Downtown-Clinton Ave. Stay to the left on Clinton Ave. Turn left on Broad St. Turn right on Stone St. Turn left on Main St. Hotel is ¹/2 block on left.

TO CAST YOUR VOTE BY INTERNET OR PHONE SEE REVERSE SIDE

DELPHI AUTOMOTIVE SYSTEMS CORPORATION

PROXY/VOTING INSTRUCTION CARD

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS

Hyatt Regency Rochester

125 East Main Street

Rochester, New York 14604

WEDNESDAY, MAY 1, 2002, 8:00 A.M. LOCAL TIME

The undersigned authorizes J.T. Battenberg III and Thomas H. Wyman, and each of them, with full power of substitution, as proxies of the undersigned, to vote the COMMON STOCK of the undersigned upon the nominees for Director (Robert H. Brust, Alan S. Dawes, and Donald L. Runkle), upon the other items shown on the reverse side, which are described on pages 4 through 15 of the Proxy Statement, and upon all other matters which may properly come before the 2002 Annual Meeting of Stockholders of Delphi Automotive Systems Corporation, or any adjournment thereof.

This card also provides voting instructions for shares held in the various employee savings plans of Delphi and its subsidiaries and certain other employee savings plans as described in the Proxy Statement. IF YOUR REGISTRATIONS ARE NOT IDENTICAL, YOU MAY RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE VOTE ALL CARDS YOU RECEIVE.

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 AND 2, AND “AGAINST” ITEMS 3, 4, 5, 6 AND 7.

Please mark, date and sign this proxy as name(s) appears on the reverse side, and return it promptly, whether or not you plan to attend the annual meeting. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing. If you do attend the annual meeting and decide to vote by ballot, such vote will supersede this proxy.

DELPHI AUTOMOTIVE SYSTEMS

C/O BANK OF NEW YORK

P.O. BOX 11002

NEW YORK, NY 10286-1002

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site. You will be prompted to enter your 12-digit Control Number which is located below to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call. You will be prompted to enter your 12-digit Control Number which is located below and then follow the simple instructions the Vote Voice provides you.

VOTE BY MAIL

Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Delphi Automotive Systems, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

IF YOU ARE VOTING BY INTERNET OR TELEPHONE, PLEASE DO NOT MAIL YOUR PROXY CARD.

Thank you for voting!

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

DELPHI KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

DELPHI AUTOMOTIVE SYSTEMS

This proxy/voting instruction card will be voted

“FOR’’ Items 1 and 2, if no choice is specified.

Election of Directors

For

All

Withhold

All

For All

Except

To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below

(01) Robert H. Brust

(02) Alan S. Dawes

(03) Donald L. Runkle

______________________________________________

Vote On Proposals		For	Against	Abstain

2.	Ratify selection of independent accountants

This Proxy/voting instruction card will be voted “AGAINST” Items 3, 4, 5, 6 and 7, if no choice is specified.		¨	¨	¨

3.	Stockholder proposal relating to the redemption of Delphi’s stockholder rights plan	¨	¨	¨

4.	Stockholder proposal relating to the annual election of directors	¨	¨	¨

5.	Stockholder proposal relating to adoption of code for Delphi’s international operations	¨	¨	¨

6.	Stockholder proposal relating to confidential voting	¨	¨	¨

7.	Stockholder proposal relating to fees paid to Delphi’s outside auditing firm	¨	¨	¨

	Please check here if you plan to attend the annual meeting. ¨

_____________________________________________				_____________________________________________
Signature [PLEASE SIGN WITHIN BOX] Date				Signature (Joint Owners) Date

GENERIC REGISTERED