SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Delphi Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
247126105
(CUSIP Number)
Owl Creek Asset Management, L.P.
640 Fifth Avenue, 20th Floor, New York, NY 10019, Attn: Daniel Sapadin
(212) 688-2550
(Name, address and telephone number of person
authorized to receive notices and communications)
May 8, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 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 the 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 purposes 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).
(Page 1 of 17 Pages)
CUSIP No. 247126105 13D Page 2 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek I, L.P.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 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
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
150,415
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
150,415
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
150,415
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](1)
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.03%
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(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons
(Defined below) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
Reporting Persons expressly disclaim such membership.
CUSIP No. 247126105 13D Page 3 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek II, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,174,543
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,174,543
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,174,543
-----------------------------------------------------------------------------
(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)
0.21%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons
(Defined below) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
Reporting Persons expressly disclaim such membership.
CUSIP No. 247126105 13D Page 4 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Advisors, LLC
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,324,958
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,324,958
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,324,958
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](3)
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.24%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
CO
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
(3) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons
(Defined below) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
Reporting Persons expressly disclaim such membership.
CUSIP No. 247126105 13D Page 5 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Owl Creek Asset Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
2,675,042
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
2,675,042
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,675,042
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](4)
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.48%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
(4) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons
(Defined below) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
Reporting Persons expressly disclaim such membership.
CUSIP No. 247126105 13D Page 6 of 17 Pages
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey A. Altman
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) SOURCE OF FUNDS ** WC, OO
-----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES --------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,000,000
OWNED BY --------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING --------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,000,000
-----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,000,000
-----------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [X](5)
-----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.71%
-----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
-----------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
(5) This filing does not reflect any shares of Common Stock (as defined
herein) that may be deemed to be beneficially owned by the Reporting Persons
(Defined below) as a result of membership in a "group" within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
Reporting Persons expressly disclaim such membership.
CUSIP No. 247126105 13D Page 7 of 17 Pages
Item 1. Security and Issuer.
The Schedule 13D initially filed on April 2, 2007 (the "Schedule
13D"), amended by Amendment No. 1 filed on April 30, 2007, relating to the
Common Stock, par value $0.01 per share (the "Common Stock"), of Delphi
Corporation, a Delaware corporation (the "Company"), whose principal executive
offices are located at 5725 Delphi Drive, Troy, Michigan 48098, is hereby
amended and restated in its entirety by this Amendment No. 2 to Schedule 13D.
Item 2. Identity and Background.
(a) This statement is filed by:
(i) Owl Creek I, L.P., a Delaware limited partnership ("Owl
Creek I"), with respect to the shares of Common Stock directly owned by it;
(ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl
Creek II"), with respect to the shares of Common Stock directly owned by it;
(iii) Owl Creek Advisors, LLC, a Delaware limited liability
company (the "General Partner"), with respect to the shares of Common Stock
directly owned by Owl Creek I and Owl Creek II;
(iv) Owl Creek Asset Management, L.P., a Delaware limited
partnership (the "Investment Manager"), with respect to the shares of Common
Stock directly owned by Owl Creek Overseas Fund, Ltd., an exempted company
organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl
Creek Socially Responsible Investment Fund, Ltd., an exempted company organized
under the laws of the Cayman Islands ("SRIF"); and
(iv) Jeffrey A. Altman, with respect to shares of Common Stock
owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF.
The foregoing persons are hereinafter sometimes collectively
referred to as the "Reporting Persons." Any disclosures made herein with respect
to persons other than the Reporting Persons are made on information and belief
after making inquiry to the appropriate party.
(b) The address of the principal office of the Reporting Persons is
640 Fifth Avenue, 20th Floor, New York, NY 10019.
(c) The principal business of each of Owl Creek I and Owl Creek II
is serving as a private investment limited partnership. The principal business
of the General Partner is serving as general partner of Owl Creek I and Owl
Creek II. The principal business of the Investment Manager is serving as
investment manager to Owl Creek Overseas and SRIF.
(d) None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
CUSIP No. 247126105 13D Page 8 of 17 Pages
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was, or is subject
to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State securities laws
or finding any violation with respect to such laws.
(f) Each of Owl Creek I, Owl Creek II and the Investment Manager is
a limited partnership organized under the laws of the State of Delaware. The
General Partner is a limited liability company organized under the laws of the
State of Delaware. Mr. Altman is a United States citizen.
Item 3. Source and Amount of Funds and Other Consideration.
The shares of Common Stock were purchased with the working capital
of Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF. The Reporting
Persons' cash transactions are with Morgan Stanley & Co., on such firm's usual
terms and conditions. All or part of the shares of Common Stock beneficially
owned by the Reporting Persons may from time to time be pledged with one or more
banking institutions or brokerage firms as collateral for loans made by such
bank(s) or brokerage firm(s) to Owl Creek I, Owl Creek II, Owl Creek Overseas or
SRIF. Such loans bear interest at a rate based upon the broker's call rate from
time to time in effect. Such indebtedness may be refinanced with other banks or
broker-dealers.
Item 4. Purpose of the Transaction.
In connection with its bankruptcy proceedings under Chapter 11 of
the United States Bankruptcy Code, the Company entered into an Equity Purchase
and Commitment Agreement, dated January 18, 2007 (the "Equity Purchase and
Commitment Agreement"), providing for the sale of common and preferred equity
interests of the reorganized Company to a group of initial investors named
therein (the "Investors"). On the terms and subject to the conditions of the
Equity Purchase and Commitment Agreement, each Investor, among other things,
will purchase shares of Common Stock ("Direct Subscription Shares") and will
purchase any unsubscribed shares of Common Stock from a rights offering to be
conducted by the Company ("Unsubscribed Shares").
On March 8, 2007, the Reporting Persons entered into an Additional
Investor Agreement, dated March 5, 2007 (the "Additional Investor Agreement"),
with the Investors and certain additional investors, pursuant to the Equity
Purchase and Commitment Agreement. On the terms and subject to the conditions of
the Additional Investor Agreement, the Reporting Persons have agreed, to the
extent the Investors purchase Direct Subscription Shares or Unsubscribed Shares
pursuant to the Equity Purchase and Commitment Agreement, to purchase up to an
aggregate of 2,428,574 Direct Subscription Shares and Unsubscribed Shares at the
purchase price set forth in the Additional Investor Agreement.
Further, the Additional Investor Agreement provides that the
Investors will share with the Reporting Persons a portion of any Standby Fee
and/or Breakup Fee (as such terms are defined in the Additional Investor
Agreement) received by the Investors.
Under the Additional Investor Agreement, the Reporting Persons have
agreed, subject to certain exceptions, not to take any action inconsistent with
the Additional Investor Agreement.
As a result of the arrangements in the Additional Investor
Agreement, the Reporting Persons may be deemed members of a "group" within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended,
with the Investors and other parties to the Additional Investor Agreement. The
Reporting Persons expressly disclaim membership in a group with the Investors or
any other person. The Additional Investor Agreement is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
The acquisition of beneficial ownership by the Reporting Persons of
the Common Stock reported herein was in the ordinary course of business of the
Reporting Persons.
Except as set forth herein, the Reporting Persons have no present
plan or proposal that would relate to or result in any of the matters set forth
in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Company on a continuing basis and may engage
in discussions with management, the board of directors, other shareholders of
the Company and other relevant parties concerning the business, operations,
management, strategy, bankruptcy case, board composition and future plans of the
Company. The Reporting Persons 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 Item
4 of this Schedule 13D. Depending on various factors including, without
limitation, the Company's financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Board of Directors, developments in the Company's bankruptcy case, price levels
of the Common Stock, other investment opportunities available to the Reporting
Persons, conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Company as they deem appropriate including,
without limitation, purchasing additional Common Stock or selling some or all of
their Common Stock, engaging in short selling of or any hedging or similar
transactions with respect to the Common Stock and/or otherwise changing their
intention with respect to any and all matters referred to in Item 4 of Schedule
13D.
CUSIP No. 247126105 13D Page 9 of 17 Pages
Item 5. Interest in Securities of the Company.
A. Owl Creek I, L.P.
(a) Aggregate number of shares beneficially owned: 150,415
Percentage: 0.03% The percentages used herein and in the
rest of Item 5 are calculated based upon the 561,781,590 shares of Common Stock
that are outstanding as of March 31, 2007 as set forth in the Company's Form
10-Q, filed on May 7, 2007.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 150,415
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 150,415
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek I in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek I,
has the power to direct the affairs of Owl Creek I, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
B. Owl Creek II, L.P.
(a) Aggregate number of shares beneficially owned: 1,174,543
Percentage: 0.21%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,174,543
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,174,543
(c) The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek II in the
Common Stock within the last 60 days, are set forth in Schedule A and are
incorporated by reference.
(d) Owl Creek Advisors, LLC, the general partner of Owl Creek II,
has the power to direct the affairs of Owl Creek II, including decisions
respecting the receipt of dividends from the shares and the disposition of the
proceeds from the sale of the shares. Mr. Altman is the managing member of Owl
Creek Advisors, LLC and in that capacity directs its operations.
(e) Not applicable.
C. Owl Creek Advisors, LLC
(a) Aggregate number of shares beneficially owned: 1,324,958
Percentage: 0.24%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 1,324,958
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
1,324,958
(c) Owl Creek Advisors, LLC did not enter into any transactions in
the Common Stock of the Company within the last sixty days. However, Owl
CUSIP No. 247126105 13D Page 10 of 17 Pages
Creek Advisors, LLC is the general partner of Owl Creek I and Owl Creek II, and
has the power to direct the affairs of Owl Creek I and Owl Creek II. The
acquisition dates, number of shares of Common Stock acquired and the price per
share for all transactions by Owl Creek I and Owl Creek II in the Common Stock
within the last 60 days, are set forth in Schedule A and are incorporated by
reference.
(d) Owl Creek Advisors, LLC, as the general partner of Owl Creek I
and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl
Creek II, including decisions respecting the receipt of dividends from the
shares and the disposition of the proceeds from the sale of the shares. Mr.
Altman is the managing member of Owl Creek Advisors, LLC and in that capacity
directs its operations.
(e) Not applicable.
D. Owl Creek Asset Management, L.P.
(a) Aggregate number of shares beneficially owned: 2,675,042
Percentage: 0.48%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 2,675,042
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
2,675,042
(c) Owl Creek Asset Management, L.P. did not enter into any
transactions in the Common Stock of the Company within the last sixty days.
However, Owl Creek Asset Management, L.P. is the investment manager to Owl Creek
Overseas and SRIF and has the power to direct the investment activities of Owl
Creek Overseas and SRIF. The acquisition dates, number of shares of Common Stock
acquired and the price per share for all transactions by Owl Creek Overseas and
SRIF in the Common Stock within the last 60 days, are set forth in Schedule A
and are incorporated by reference.
(d) Owl Creek Asset Management, L.P., as the investment manager to
Owl Creek Overseas and SRIF, has the power to direct the investment activities
of Owl Creek Overseas and SRIF, including decisions respecting the receipt of
dividends from the shares and the disposition of the proceeds from the sale of
the shares. Mr. Altman is the managing member of the general partner of Owl
Creek Asset Management, L.P. and in that capacity directs its operations.
(e) Not applicable.
E. Jeffrey A. Altman
(a) Aggregate number of shares beneficially owned: 4,000,000
Percentage: 0.71%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 4,000,000
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition:
4,000,000
(c) Mr. Altman did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The acquisition dates, number
of shares of Common Stock acquired and the price per share for all transactions
by Owl Creek I, Owl Creek II, Owl Creek Overseas and SRIF in the Common
CUSIP No. 247126105 13D Page 11 of 17 Pages
Stock within the last 60 days, are set forth in Schedule A and are incorporated
by reference.
(d) Not applicable.
(e) Not applicable.
F. Debt Securities Holdings
Pursuant to Telephone Interpretation O.14 in the SEC Division
of Corporation Finance's Manual of Publicly Available Telephone Interpretations,
in addition to the shares of Common Stock acquired by the Reporting Persons, the
Reporting Persons hold in the aggregate $21,000,000 face amount of the Issuer's
6.197% Junior Subordinated Notes due November 15, 2033 and $2,000,000 face
amount of the Issuer's 8.25% Junior Subordinated Notes due October 15, 2033. The
acquisition dates, face amounts and purchase amounts of the unsecured notes held
by the Reporting Persons are set forth in Schedule B and are incorporated herein
by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Company.
See "Item 4. Purpose of Transaction" for a description of the Additional
Investor Agreement, which is qualified in its entirety by reference to such
agreement. The Additional Investor Agreement is filed as Exhibit 99.2.
Item 7. Materials to be Filed as Exhibits.
Exhibit 99.1. Joint Filing Agreement
Exhibit 99.2 Additional Investor Agreement, dated as of March 5, 2007, by and
among A-D Acquisition Holdings, LLC, Harbinger Del-Auto Investment Company,
Ltd., Dolce Investments LLC, UBS Securities LLC and the additional investors
named therein (filed as Exhibit 99.1 to the Schedule 13D/A for the Company filed
by Appaloosa Management L.P. with the Securities and Exchange Commission on
March 12, 2007, and incorporated herein by reference).
CUSIP No. 247126105 13D Page 12 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: May 9, 2007
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.
CUSIP No. 247126105 13D Page 13 of 17 Pages
Schedule A
OWL CREEK I, L.P.
Date of Number of shares Price per Open market/
Transaction Purchased/(Sold) share Cross
Transaction
4/1/2007 (13,900) (2.90) c
5/3/2007 (37,600) (2.44) o
5/3/2007 (105,600) (2.43) o
5/4/2007 (47,000) (2.45) o
5/7/2007 (12,200) (2.35) o
5/7/2007 (35,700) (2.36) o
5/8/2007 (72,900) (2.17) o
5/8/2007 (34,000) (2.18) o
CUSIP No. 247126105 13D Page 14 of 17 Pages
OWL CREEK II, L.P.
Date of Number of shares Price per Open market/
Transaction Purchased/(Sold) share Cross
Transaction
4/1/2007 (312,500) (2.90) c
5/3/2007 (293,500) (2.44) o
5/3/2007 (809,300) (2.43) o
5/4/2007 (366,000) (2.45) o
5/7/2007 (95,500) (2.35) o
5/7/2007 (277,900) (2.36) o
5/8/2007 (569,100) (2.17) o
5/8/2007 (265,300) (2.18) o
CUSIP No. 247126105 13D Page 15 of 17 Pages
OWL CREEK OVERSEAS FUND, LTD.
Date of Number of shares Price per Open market/
Transaction Purchased/(Sold) share Cross
Transaction
4/1/2007 335,800 2.90 c
5/3/2007 (655,800) (2.44) o
5/3/2007 (1,546,900) (2.43) o
5/4/2007 (820,400) (2.45) o
5/7/2007 (213,000) (2.35) o
5/7/2007 (624,000) (2.36) o
5/8/2007 (1,270,600) (2.17) o
5/8/2007 (588,800) (2.18) o
CUSIP No. 247126105 13D Page 16 of 17 Pages
OWL CREEK SOCIALLY RESPONSIBLE INVESTMENT FUND, LTD.
Date of Number of shares Price per Open market/
Transaction Purchased/(Sold) share Cross
Transaction
4/1/2007 (9,400) (2.90) c
5/3/2007 (13,100) (2.44) o
5/3/2007 (38,200) (2.43) o
5/4/2007 (16,600) (2.45) o
5/7/2007 (4,300) (2.35) o
5/7/2007 (12,400) (2.36) o
5/8/2007 (25,400) (2.17) o
5/8/2007 (11,900) (2.18) o
CUSIP No. 247126105 13D Page 17 of 17 Pages
Schedule B
Additional Securities of the Issuer Purchased by the Reporting Persons
Date of Face Amount Purchase Amount
Acquisition
Issuer's 6.197% Junior 10/11/2005 $2,000,000 $440,000
Subordinated Notes due
November 15, 2033 4/20/2007 $12,000,000 $13,260,000
4/23/2007 $2,000,000 $2,227,500
4/24/2007 $5,000,000 $5,575,000
Issuer's 8.25% Junior 4/24/2007 $2,000,000 $2,290,000
Subordinated Notes due October
15, 2007
EXHIBIT 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: May 9, 2007
/s/ JEFFREY A. ALTMAN
---------------------
Jeffrey A. Altman, individually, and as
managing member of Owl Creek Advisors, LLC,
for itself and as general partner of
Owl Creek I, L.P. and Owl Creek II L.P.,
and as managing member of the general
partner of Owl Creek Asset Management, L.P.,
for itself and as investment manager to Owl
Creek Overseas Fund, Ltd. and Owl Creek
Socially Responsible Investment Fund, Ltd.
Exhibit 99.2
Additional Investor Agreement