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
Date of report (Date of earliest event reported) April 28, 2006
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 |
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(Commission File Number)
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(IRS Employer Identification No.) |
| Other Jurisdiction |
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| of Incorporation) |
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| 5725 Delphi Drive, Troy, MI
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48098 |
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(Zip Code) |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 REGULATION FD DISCLOSURE
Operating Report
On April 28, 2006, Delphi Corporation (“Delphi” or the “Company”) and certain of its subsidiaries
(collectively, the “Debtors”) filed their unaudited consolidated Monthly Operating Report for the
month ended March 31, 2006 (the “Monthly Operating Report”) with the United States (“U.S.”)
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 part of the consolidated group included in
the Monthly Operating Report. The financial information in the Monthly Operating Report is
preliminary and 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 of America
(“GAAP”), and therefore may exclude 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 U.S. Bankruptcy Code (“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 U.S. 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 exhibit 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”) financing 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 execute its
business plans, including the transformation plan described in the Company’s March 31, 2006 press
release, and to do so in a timely fashion; the ability of the Company to attract, motivate and/or
retain key executives and associates; the ability of the Company to avoid or continue to operate
during a strike, or partial work stoppage or slow down by any of its unionized employees; 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 pre-petition 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 |
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99 |
(a) |
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Delphi Corporation’s Monthly Operating Report for the Month Ended March 31, 2006 |
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) |
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Date: April 28, 2006 |
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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) |