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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 9)
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 7, 2007
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(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 15
SCHEDULE 13D
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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) [X] (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
27,716,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
27,716,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,195,781(2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.72%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill and UBS as described in Item 4 and footnote
(2) below. Box (b) is checked with respect to the relationship of the
Reporting Persons and the Additional Investors described in Item 4. The
Reporting Persons expressly disclaim membership in a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934) with the
Additional Investors.
Page 2 of 15
(2) As a result of the proposal and related Investment Agreement and Plan
Framework Support 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 and UBS. 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 beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322
shares.
Page 3 of 15
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) [X](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 0
BY 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
56,763,781(2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill and UBS as described in Item 4 and footnote
(2) below. Box (b) is checked with respect to the relationship of the
Reporting Persons and the Additional Investors described in Item 4. The
Reporting Persons expressly disclaim membership in a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934) with the
Additional Investors.
(2) As a result of the proposal and related Investment Agreement and Plan
Framework Support Agreement described in Item 4, the Reporting Persons are
deemed to be the beneficial
Page 4 of 15
owners of shares of the Issuer's common stock beneficially owned by
Harbinger, Merrill and UBS. 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 beneficially owns 1,490,459 shares and UBS Securities
LLC beneficially owns 4,539,322 shares.
Page 5 of 15
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) [X] (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
84,479,781(2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.04%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill and UBS as described in Item 4 and footnote
(2) below. Box (b) is checked with respect to the relationship of the
Reporting Persons and the Additional Investors described in Item 4. The
Reporting Persons expressly disclaim membership in a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934) with the
Additional Investors.
(2) As a result of the proposal and related Investment Agreement and Plan
Framework Support Agreement described in Item 4, the Reporting Persons are
deemed to be the beneficial
Page 6 of 15
owners of shares of the Issuer's common stock beneficially owned by
Harbinger, Merrill and UBS. 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 beneficially owns 1,490,459 shares and UBS Securities
LLC beneficially owns 4,539,322 shares.
Page 7 of 15
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) [X] (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
84,479,781(2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.04%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill and UBS as described in Item 4 and footnote
(2) below. Box (b) is checked with respect to the relationship of the
Reporting Persons and the Additional Investors described in Item 4. The
Reporting Persons expressly disclaim membership in a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934) with the
Additional Investors.
Page 8 of 15
(2) As a result of the proposal and related Investment Agreement and Plan
Framework Support 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 and UBS. 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 beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
Page 9 of 15
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) [X] (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
84,479,781(2)
------ -------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.04%(2)
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
----------
(1) Box (a) is checked with respect to the relationship of the Reporting
Persons and Harbinger, Merrill and UBS as described in Item 4 and footnote
(2) below. Box (b) is checked with respect to the relationship of the
Reporting Persons and the Additional Investors described in Item 4. The
Reporting Persons expressly disclaim membership in a group (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934) with the
Additional Investors.
Page 10 of 15
(2) As a result of the proposal and related Investment Agreement and Plan
Framework Support 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 and UBS. 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 beneficially owns
1,490,459 shares and UBS Securities LLC beneficially owns 4,539,322 shares.
Page 11 of 15
This Amendment No. 9 (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 and July 6, 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:
On July 7, 2007, the Issuer delivered a notice of termination of the
Investment Agreement pursuant to Section 12(g) of the Investment Agreement. The
Investors continue to engage in discussions with the Issuer regarding a possible
restructured investment in the Issuer in connection with the Issuer's
reorganization, including many elements similar to those contained in the
Investment Agreement and the Plan Framework Support 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 Investment Agreement and the Plan Framework Support 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), 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 12 of 15
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 6 IS HEREBY AMENDED BY ADDING THE FOLLOWING:
On July 7, 2007, the Issuer delivered a notice of termination of the
Investment Agreement pursuant to Section 12(g) of the Investment Agreement.
* * *
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 13 of 15
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 10, 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 14 of 15
/s/ David A. Tepper
------------------------------
David A. Tepper
Page 15 of 15