-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QdRpFRIADMy7F7OoM1gvspVaraO1sBRZEeQGF8oK22CAifFBpzNK5fEfYqRXaGb4 g9U/IBX/fQ36s4TtdAuWkA== 0000950142-07-000299.txt : 20070130 0000950142-07-000299.hdr.sgml : 20070130 20070130172241 ACCESSION NUMBER: 0000950142-07-000299 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070112 FILED AS OF DATE: 20070130 DATE AS OF CHANGE: 20070130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH INTERNATIONAL CENTRAL INDEX KEY: 0001062577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14787 FILM NUMBER: 07565476 BUSINESS ADDRESS: STREET 1: 20 FARRINGDON RD STREET 2: EC1M 3NH CITY: LONDON ENGLAND ECIM STATE: A1 MAIL ADDRESS: STREET 1: 250 VESY ST WORLD FINANCIAL CENTER STREET 2: NORTH TOWER 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DELPHI CORP CENTRAL INDEX KEY: 0001072342 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383430473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5725 DELPHI DRIVE CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 248-813-2000 MAIL ADDRESS: STREET 1: 5725 DELPHI DRIVE CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: DELPHI AUTOMOTIVE SYSTEMS CORP DATE OF NAME CHANGE: 19981020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14787 FILM NUMBER: 07565479 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2126702273 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14787 FILM NUMBER: 07565480 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH BANK & TRUST CO FSB CENTRAL INDEX KEY: 0001106135 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14787 FILM NUMBER: 07565477 BUSINESS ADDRESS: STREET 1: C/O MERRILL LYNCH STREET 2: 300 DANDSON AVE CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 7323561395 MAIL ADDRESS: STREET 1: C/O MERRILL LYNCH WORLD FIN. CTR N. TWR STREET 2: 250 VESSEY ST. 12TH FL CITY: NEW YORK STATE: NY ZIP: 10281 FORMER NAME: FORMER CONFORMED NAME: MERRILL LYNCH TRUST CO FSB DATE OF NAME CHANGE: 20000210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH FINANCIAL MARKETS, INC CENTRAL INDEX KEY: 0001383079 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14787 FILM NUMBER: 07565478 BUSINESS ADDRESS: STREET 1: OFFICE OF GENERAL COUNSEL STREET 2: 4804 DEER LAKE DR. E., 4TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32246 BUSINESS PHONE: 904-218-7922 MAIL ADDRESS: STREET 1: OFFICE OF GENERAL COUNSEL STREET 2: 4804 DEER LAKE DR. E., 4TH FLOOR CITY: JACKSONVILLE STATE: FL ZIP: 32246 4 1 form4-delphi_011207ex.xml FORM 4 X0202 4 2007-01-12 0 0001072342 DELPHI CORP DPHIQ.PK 0000065100 MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER 250 VESEY STREET NEW YORK NY 10080 0 0 1 0 0000728612 MERRILL LYNCH PIERCE FENNER & SMITH INC C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST NEW YORK NY 10080 0 0 1 0 0001383079 MERRILL LYNCH FINANCIAL MARKETS, INC C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK NY 10080 0 0 1 0 0001106135 MERRILL LYNCH BANK & TRUST CO FSB C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK NY 10080 0 0 1 0 0001062577 MERRILL LYNCH INTERNATIONAL C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK NY 10080 0 0 1 0 Common Stock, par value $0.01 per share (the "Common Stock") 2007-01-12 4 P 0 284 2.88 A 1505964 I See footnotes Common Stock 2007-01-12 4 P 0 1000 3.05 A 1506964 I See footnotes Common Stock 2007-01-16 4 S 0 284 3.07 D 1506680 I See footnotes Common Stock 2007-01-16 4 S 0 1000 2.97 D 1505680 I See footnotes Common Stock 2007-01-19 4 X 0 150000 2.50 A 1459280 I See footnotes Call Option (right to buy) 2.50 2007-01-19 4 X 0 1500 0 D 2006-10-05 2007-01-19 Common Stock 150000 1459280 I See footnotes This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Merrill Lynch Financial Markets, Inc. ("MLFM"), Merrill Lynch Bank & Trust Co., FSB ("MLTFSB") and Merrill Lynch International ("MLI") (collectively, the "Reporting Persons"). This statement reflects the purchases on January 12, 2007, by MLPF&S of 284 shares of Common Stock and 1,000 shares of Common Stock. The shares of Common Stock held directly by the Reporting Persons as of January 12, 2007, were as follows: ML&Co. - none; MLPF&S -1,505,000 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. This purchase of these shares was made by MLPF&S's error correction section to correct errors made in connection with trades made on behalf of a client. This statement also reflects the sales on January 16, 2007, by MLPF&S of 284 shares of Common Stock and 1,000 shares of Common Stock. The shares of Common Stock held directly by the Reporting Persons as of January 12, 2007, were as follows: ML&Co. - none; MLPF&S -1,505,000 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. These shares were sold by MLPF&S's error correction section to correct the errors described in Note 2. These sales were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 1,284 shares, with MLPF&S's purchase of 150,000 shares at a price of $2.50 per share pursuant to its exercise of options on January 19, 2007 (as more fully described below in Notes 5 and 6). The Reporting Persons have agreed to pay to Delphi Corporation $631.88, representing the full amount of the profit realized in connection with the short-swing transactions. This statement also reflects the automatic exercise of 1,500 Options Clearing Corporation options, each to purchase 100 shares of Common Stock at a price of $2.50 per share, by MLPF&S on January 19, 2006. In their previously filed Statement of Beneficial Ownership on Form 3 (as amended) and previously filed Statements of Changes in Beneficial Ownership on Form 4, the Reporting Persons included shares of Common Stock underlying these options in the calculation of their holdings of Common Stock and reported them in Table I, rather than separately reporting these options in Table II thereof. As disclosed above, those options were purchased on October 5, 2006, and the shares of Common Stock underlying the options were previously reported in Table I of the Reporting Persons' Statement of Beneficial Ownership on Form 3 (as amended) and Statements of Changes in Beneficial Ownership on Form 4. The net amount of Common Stock beneficially owned by the Reporting Persons decreased by 46,400 shares because those 46,400 shares were used to close out a short position that existed prior to the date the Reporting Persons became subject to Section 16 of the Exchange Act. The shares of Common Stock held directly by the Reporting Persons as of January 19, 2007, are as follows: ML&Co. - none; MLPF&S - 1,458,600 shares of Common Stock; MLFM - 515 shares of Common Stock; MLTFSB - none; and MLI - 165 shares of Common Stock. MLPF&S and MLFM are each direct wholly owned subsidiaries of ML&Co. MLI and MLTFSB are indirect wholly owned subsidiaries of ML&Co. /s/ Cara Londin, Assistant Secretary of Merrill Lynch & Co., Inc. 2007-01-30 /s/ Cara Londin, Assistant Secretary of Merrill Lynch, Pierce, Fenner & Smith Incorporated 2007-01-30 /s/ Jonathan Beebe, Senior Vice President of Merrill Lynch Financial Markets, Inc. 2007-01-30 /s/ Jennifer Marre, First Vice President of Merrill Lynch Bank & Trust Co., FSB 2007-01-30 /s/ Andrew Briski, Managing Director of Merrill Lynch International 2007-01-30 -----END PRIVACY-ENHANCED MESSAGE-----