Full Separation Approved: Delphi Highlights Benefits of
13.04.1999, 07:20
Independence
TROY, Mich. (PROTEXT) - With its full separation from General
Motors Corporation (NYSE: GM) approved by the GM board of
directors, Delphi Automotive Systems Corporation (NYSE: DPH)
today announced plans to move aggressively forward with a post-
separation business strategy designed to maximize shareholder
value and take full advantage of independence.
Delphi's board of directors voiced its support of the GM
decision. "With independence, Delphi can now fully implement its
plans to enhance shareholder value," said Thomas Wyman, Delphi's
lead independent director.
"For as long as full separation has been an option, we have
made clear our intent to focus the business on developing new and
advanced automotive technologies, broadening our customer base,
improving manufacturing operations and creating new business
relationships through acquisition or partnerships," said J.T.
Battenberg III, Chairman, Chief Executive Officer and President
of Delphi. "This action by the GM Board of Directors pushes us
forward on the path to realize our business objectives.
"To the extent that full separation will improve Delphi's
opportunities to grow the business and become more profitable, we
all benefit," said Battenberg. "Sharing this potential with our
labor partners and strengthening our relationship with labor is a
high priority throughout Delphi."
"We plan to have our current pension plan benefits fully
funded over the next few years on an economic basis. We expect to
start this funding with contributions of approximately $1.8
billion between separation and the first part of next year," said
Battenberg. Delphi currently does not have hourly retirees, and
anticipates having a small number of hourly retirees in the next
few years.
Battenberg's comments came in the wake of today's decision by
the GM Board of Directors to move forward with the completion of
Delphi's separation from GM by means of a tax-free spin-off. As a
result of the board's action, 80.1 percent of the ownership of
Delphi, 452.6 million shares of Delphi common stock now owned by
GM, will be distributed to owners of GM $1-2/3 par value common
stock, and if GM receives a favorable ruling from the Internal
Revenue Service (IRS) prior to May 14, 1999, GM will contribute
the other 2.2% of Delphi shares it owns, 12.4 million shares, to
a Voluntary Employee Beneficiary Association (VEBA) trust which
can be used to fund benefits for hourly retirees. If such a
ruling is not received, the additional 2.2 percent of Delphi
shares held by GM also will be distributed to GM stockholders, in
which case the same record date and payment date will be used.
The spin-off will result in Delphi becoming a fully
independent, publicly traded company on May 28, 1999. One hundred
million shares of Delphi common stock had been sold by Delphi in
an initial public offering completed in February 1999. With 465
million new shares in the marketplace Battenberg today indicated
that the company will take steps to familiarize new Delphi
shareholders with Delphi business strategies.
Battenberg said full separation from General Motors provides a
number of key opportunities for Delphi.
The benefits of separation include:
* Increased Sales to Vehicle Manufacturers Other Than GM:
Until today's action by the GM Board, Delphi's ability to expand
sales to major vehicle manufacturers (VMs) other than GM has been
limited by a general reluctance to source from a supplier owned
by a major competitor. Separation from GM lifts this barrier, and
Delphi will -- over time -- be able to substantially grow
sales to VMs other than GM.
* Increased Financial and Strategic Flexibility: Separation
will allow Delphi to quickly execute investment and acquisition
or partnership decisions and will increase flexibility in
financing through capital markets. Formerly, investments required
approval from the parent corporation, which balanced competing
requests for capital from several business sectors.
* Potential for Continued Improvement of Organized Labor
Relationships: Delphi has worked hard on its relationship with
labor over the last several years, and is proud of the progress
made. We will now independently continue to pursue improved
relations through collaborative efforts with our union colleagues
focused on improving our manufacturing operations and
implementing the Delphi Manufacturing System. Through these
efforts we hope to continue to improve our quality and
responsiveness to customer needs, and provide stability to our
business prospects.
Where new non-GM business is concerned, Battenberg today noted
that Delphi continues to receive greater numbers of bid
opportunities since the Initial Public Offering in February 1999,
which he said is indicative of non-GM customer acceptance of
products and technology from an independent Delphi. Recent
examples include: $550M in long-term contracts for supply of
modular doors to Navistar International, MAN and two other major
OEMs; a $35M contract to provide ABS and GENIII integral wheel
spindle bearings to Daewoo; a $20M contract for steering wheels
and airbags on a 2000MY VW.
"With this kind of reaction by customers we are tremendously
excited by the potential that exists in the marketplace to take
advantage of the benefits of Delphi's full independence," said
Battenberg. "This is just the beginning."
Delphi Automotive Systems (NYSE: DPH), with headquarters in
Troy, Mich., USA, is a world leader in automotive component and
systems technology. Delphi's 3 business sectors -- Dynamics and
Propulsion; Safety, Thermal and Electrical Architecture; and
Electronics and Mobile Communications -- provide comprehensive
product solutions to complex customer needs. Delphi has more than
198,000 employees and operates 168 wholly owned manufacturing
sites, 40 joint ventures 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
http://www.delphiauto.com.
In this press release, use of the terms expects, intends,
believes, plans and similar words are associated with forward-
looking statements that are inherently subject to numerous risks
and uncertainties. Accordingly, there can be no assurance that
the results described in such forward-looking statements will be
realized. The principle risk factors which may cause actual
results to differ materially from those expressed in forward-
looking statements contained in this press release are described
in various documents filed by GM and Delphi with the U.S.
Securities and Exchange Commission, including GM's Annual Report
on Form 10-K for the Year Ended December 31, 1998 (at page II-
22), and Delphi's Annual Report on Form 10-K for the Year Ended
December 31, 1998 (at page 54).
Stockholders who have questions about technical issues related
to the distribution can call the Information Agent, Morrow & Co.,
at 800-566-9058. ots Original Text Service: Delphi Automotive
Systems Corporation Internet: http://www.newsaktuell.de Contact:
Steve Gaut, 248-813-2946, or Peter Rowe, 248-813-2985, both of
Delphi Company News On-Call:
http://www.prnewswire.com/comp/076666.html or fax, 800-758-5804,
ext. 076666 Web site: http://www.delphiauto.com
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