SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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) May 28, 1999
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DELPHI AUTOMOTIVE SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 1-14787 38-3430473
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5725 Delphi Drive, Troy, Michigan 48098
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248)813-2000
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ITEM 5. OTHER EVENTS
On May 28, 1999, Delphi Automotive Systems Corporation (Delphi) issued a
news release announcing that General Motors Corporation (GM) had completed its
separation of Delphi. Following the spin off, J. Michael Losh, Harry J. Pearce
and John F. Smith, who are executive officers of GM, resigned from their
positions on the Delphi Board of Directors as of May 28, 1999. The content of
the news release follows:
GM Directors Resign From Delphi Board As Delphi Becomes Fully Independent from
Parent General Motors
TROY, Mich., May 28 -- Delphi Automotive Systems (NYSE: DPH) today
announced the resignation of John F. Smith, Jr., Harry J. Pearce and J. Michael
Losh, all of General Motors, from its board of directors. The resignations,
effective 9 a.m. today, were submitted in conjunction with General Motors'
(NYSE: GM) distribution of the 452,500,000 Delphi shares to GM $1-2/3
shareholders.
"Jack, Harry and Mike have been invaluable to us over the last year as we
worked to establish Delphi as an independent company," said J.T. Battenberg III,
chairman, chief executive officer and president of Delphi. "It has been a
pleasure to have these three outstanding businessmen on our board, guiding us to
this very exciting day."
Since joining the Delphi Board, Smith, Pearce and Losh have said they
planned to resign at the time of Delphi's full separation from General Motors.
The separation was completed today at 9 a.m. as GM issued a dividend to holders
of GM $1-2/3 common stock of approximately seven shares of Delphi stock for
every 10 shares of the GM stock.
The Delphi Board said that it had no immediate replacements to announce
and that any additional directors will be determined on the basis of business
needs at a future time.
Delphi's lead director is Thomas H. Wyman. The remaining board members
are: Oscar De Paula Bernardes Neto, chairman for Santista Alimentos and Seara
Alimentos; Virgis W. Colbert, executive vice president of Miller Brewing
Company; Schoichiro Irimajiri, president and representative director of Sega
Enterprises, Ltd.; Susan A. McLaughlin, president, consumer services for
BellSouth Telecommunications, Inc.; John D. Opie, vice chairman and executive
officer for General Electric Company; and Roger S. Penske, chairman of Penske
Corporation.
Delphi Automotive Systems (NYSE: DPH), with headquarters in Troy, Mich.,
USA, is a world leader in automotive component and systems technology. Delphi's
three business sectors -- Dynamics & Propulsion; Safety, Thermal & Electrical
Architecture; and Electronics & Mobile Communications -- provide comprehensive
solutions to complex customer needs. Delphi has approximately 196,000 employees
and operates 168 wholly owned manufacturing sites, 51 customer centers and sales
offices, and 27 technical centers in 36 countries. Regional headquarters are
located in Paris, Tokyo and Sao Paulo. Delphi can be found on the Internet at
www.delphiauto.com.
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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.
DELPHI AUTOMOTIVE SYSTEMS CORPORATION
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(Registrant)
Date: June 2, 1999
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By
/s/Paul R. Free
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(Paul R. Free, Chief Accounting
Officer and Controller)
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