UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Date of report (Date of
earliest event reported) December 30, 2005 |
Delphi Corporation
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-14787
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38-3430473 |
(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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| Incorporation) |
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| 5725 Delphi Drive, Troy, MI
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48098 |
(Address of Principal Executive Offices)
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(Zip
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(248) 813-2000
(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE
Operating Report
On December 30, 2005, Delphi Corporation (“Delphi” or the “Company”) and certain of its
subsidiaries (collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating
Report covering the period from October 8, 2005 to November 30, 2005 (the “Monthly Operating
Report”) with the United States Bankruptcy Court for the Southern District of New York (the
“Court”) (In re Delphi Corporation, et al., Case No. 05-44481). Exhibit 99(a) to this Current
Report on Form 8-K contains the unaudited consolidated Monthly Operating Report as filed with the
Court.
The Monthly Operating Report is limited in scope, covers a limited time period, and has been
prepared solely for the purpose of complying with the monthly reporting requirements of the Court.
The Company’s foreign subsidiaries have not filed for bankruptcy protection, and financial
information regarding such foreign subsidiaries is not included with the Monthly Operating Report.
The financial information in the Monthly Operating Report is unaudited and does not purport to show
the financial statements of any of the Debtors in accordance with accounting principles generally
accepted in the United States (“GAAP”), and therefore excludes items required by GAAP, such as
certain reclassifications, eliminations, accruals, and disclosure items. The Company cautions
readers not to place undue reliance upon the Monthly Operating Report. There can be no assurance
that such information is complete. The Monthly Operating Report may be subject to revision. The
Monthly Operating Report is in a format required by the Bankruptcy Code and should not be used for
investment purposes. The information in the Monthly Operating Report should not be viewed as
indicative of future results.
Additional information regarding Delphi’s filing under the Bankruptcy Code, including access to
court documents and other general information about the chapter 11 cases, is also available online
at www.delphidocket.com.
Limitation on Incorporation by Reference
The Monthly Operating Report is being furnished for informational purposes only and is not deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended. Registration statements or other documents
filed with the Securities and Exchange Commission shall not incorporate the Monthly Operating
Report or any other information set forth in this Current Report on Form 8-K by reference, except
as otherwise expressly stated in such filing. This Current Report on Form 8-K will not be deemed
an admission as to the materiality of any information in the report that is required to be
disclosed solely by Regulation FD.
Forward Looking Statements
This Current Report on Form 8-K, including the exhibits being filed as part of this report, as well
as other statements made by Delphi may contain forward-looking statements within the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the
Company’s current views with respect to current events and financial performance. Such
forward-looking statements are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to the Company’s operations and business environment which may
cause the actual results of the Company to be materially different from any future results, express
or implied, by such forward-looking statements. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited to, the following:
the ability of the Company to continue as a going concern; the ability of the Company to operate
pursuant to the terms of the debtor-in-possession (“DIP”) facility; the Company’s ability to obtain
court approval with respect to motions in the chapter 11 proceeding prosecuted by it from time to
time; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the chapter 11 cases; risks associated with third parties seeking
and obtaining court approval to terminate or shorten the exclusivity period for the Company to
propose and confirm one or more plans of reorganization, for the appointment of a chapter 11
trustee or to convert the cases to chapter 7 cases; the ability of the Company to obtain and
maintain normal terms with vendors and service providers; the Company’s ability to maintain
contracts that are critical to its operations; the potential adverse impact of the chapter 11 cases
on the Company’s liquidity or results of operations; the ability of the Company to fund and execute
its business plan; the ability of the Company to attract, motivate and/or retain key executives and
associates; and the ability of the Company to attract and retain customers. Other risk factors are
listed from time to time in the Company’s United States Securities and Exchange Commission reports,
including, but not limited to the Annual Report on Form 10-K for the year ended December 31, 2004
and its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 and
current reports on Form 8-K. Delphi disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events and/or otherwise.
Similarly, these and other factors, including the terms of any reorganization plan ultimately
confirmed, can affect the value of the Company’s various pre-petition liabilities, common stock
and/or other equity securities. Additionally, no assurance can be given as to what values, if any,
will be ascribed in the bankruptcy proceedings to each of these constituencies. A plan of
reorganization could result in holders of Delphi’s common stock receiving no distribution on
account of their interest and cancellation of their interests. As described in the Company’s
public statements in response to the request submitted to the
United States Trustee for the
appointment of a statutory equity committee, holders of Delphi’s common stock and other
equity interests (such as options) should assume that they will not receive value as part of a plan
of reorganization. In addition, under certain conditions specified in the Bankruptcy Code, a plan
of reorganization may be confirmed notwithstanding its rejection by an impaired class of creditors
or equity holders and notwithstanding the fact that equity holders do not receive or retain
property on account of their equity interests under the plan. In light of the foregoing and as
stated in its October 8, 2005 press release announcing the filing of its chapter 11 reorganization
cases, the Company considers the value of the common stock to be highly speculative and cautions
equity holders that the stock may ultimately be determined to have no value. Accordingly, the
Company urges that appropriate caution be exercised with respect to existing and future investments
in Delphi’s common stock or other equity interests or any claims relating to prepetition
liabilities.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits. The following exhibit is being furnished as part of this report. |
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| Exhibit |
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Description |
99 (a)
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Delphi Corporation’s Monthly Operating Report |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DELPHI CORPORATION |
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(Registrant) |
Date: December 30, 2005 |
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By: |
/s/ JOHN D. SHEEHAN |
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(John D. Sheehan, |
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Vice President and Chief Restructuring Officer, |
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Chief Accounting Officer and Controller) |