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Delphi

Welcome to the Delphi ERISA Settlement website. This website is designed to keep class members informed about the In re Delphi ERISA Litigation Class Action Settlement and other case developments.

DISTRIBUTION INFORMATION

As of August 4, 2010, the Court-approved Plan of Allocation is being calculated in order to determine each Class Member’s pro rata share of the Settlement. The settlement distribution is estimated to occur in mid-September 2010. Class members are encouraged to check this website periodically for updated distribution information.

If you qualify as a Settlement Class member and are a current member of one of the four Plans, then your Plan account will be automatically credited with your Settlement award amount.

If you qualify as a Settlement Class member but do not have a current account in one of the Plans, then you will receive a check in the mail.

Please note that under the Court-approved Plan of Allocation, if your share of the Settlement is calculated to be less than $10, you will receive no payment.

Please DO NOT contact the Court or Delphi regarding the Settlement. If you have additional questions, please contact the Settlement Administrator at (877) 296-9982.

SETTLEMENT UPDATE

On May 12, 2010, the Court entered an Order Granting Lead ERISA Counsel’s Motion for Award of Attorneys’ Fees and Expenses.

On May 11, 2010, the Honorable Gerald E. Rosen of the U.S. District Court for the Eastern District of Michigan entered a Memorandum, Opinion and Order Awarding State Street Bank Defense Costs.

 

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION

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IN RE: DELPHI CORPORATION SECURITIES, DERIVATIVE & “ERISA” LITIGATION
 

 

 

 

 

 

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MDL No. 1725
Master Case No. 05-md-1725
Hon. Gerald E. Rosen

This Document Relates to:
In re Delphi Corp. ERISA Litigation,
Nos. 05-CV-70882,
05-70940, 05-71030,
05-71200, 05-71249,
05-71291, 05-71339,
05-71396, 05-71397,
05-71398, 05-71437,
05-71508, 05-71620,
05-71897, 05-72198

NOTICE OF PROPOSED MODIFICATION TO THE TERMS OF THE SETTLEMENT WITH CERTAIN DEFENDANTS

This notice provides important information concerning proposed modifications to the settlement with certain defendants (the “Settlement”) in the above-captioned action (the “Delphi ERISA Action”) brought against Delphi Corporation (“Delphi”) and other persons and entities under the Employee Retirement Income Security Act (“ERISA”) with respect to the Delphi Savings-Stock Purchase Program for Salaried Employees (the “Salaried Plan”), the Delphi Personal Savings Plan for Hourly-Rate Employees (the “Hourly Plan”), the ASEC Manufacturing Savings Plan (the “ASEC Plan”), and the Delphi Mechatronic Systems Savings-Stock Purchase Program (the “Mechatronic Plan”) (collectively, the “Plans”). Your rights may be affected by the settlement or the proposed modifications. You should read this notice carefully.

     TO: The “Class,” consisting of any person who was a participant at any time between May 28, 1999 and November 1, 2005 in the Delphi Savings-Stock Purchase Program for Salaried Employees (the “Salaried Plan”), the Delphi Personal Savings Plan for Hourly-Rate Employees (the “Hourly Plan”), or the ASEC Manufacturing Savings Plan (the “ASEC Plan”), or a participant at any time between June 1, 2001 and November 1, 2005 in the Delphi Mechatronic Systems Savings-Stock Purchase Program (the “Mechatronic Plan”) (collectively, the “Plans”), whose account included investments in the Delphi and/or GM Stock Funds; and, any beneficiary, alternate payee, representative, or successor-in-interest of any such person.

If the description above applies to you, you may be part of the Class and may have a right to know about the modifications to the Settlement of the Delphi ERISA Action and about all of your options.

     YOU ARE HEREBY NOTIFIED that Named Plaintiffs, on behalf of themselves and the Class, and Delphi Corporation, ASEC Manufacturing General Partnership (sued as “ASEC Manufacturing”), Delphi Mechatronic Systems, Inc. (sued as “Delphi Mechatronic Systems”), the Delphi Corporation Board of Directors Executive Committee and its members, the Investment Policy Committee and its members, and the Delphi Officer and Director Defendants, have proposed a Modification to the terms of the Settlement in the above-referenced Delphi ERISA Action (the “Modification”) which has been presented to and preliminarily approved by the Court. The Modification amends the Settlement terms set forth in the Stipulation of Settlement With Certain Defendants – ERISA Action, dated August 31, 2007 (the “Stipulation”), as amended by the parties on October 31, 2007 (the “Amended Stipulation”). Unless stated otherwise, all capitalized terms herein are as defined in the Amended Stipulation, as modified by the Modification.
          A. PROCEDURAL HISTORY OF THE SETTLEMENT
     On August 31, 2007, the parties executed the Stipulation, which provided for a final settlement and resolution of the Settled Claims against the Released Parties. The Stipulation was subsequently amended by the Amended Stipulation, dated October 31, 2007, and on November 13, 2007, after notice was provided to the Class, the Court conducted a fairness hearing concerning final approval of the terms of the Settlement set forth in the Amended Stipulation. On January 23, 2008, the Court entered an Order and Final Judgment granting final approval to the Settlement and dismissing with prejudice the Complaint against all defendants other than State Street Bank and Trust Company.
     In the interim, on September 6, 2007, Delphi filed in the Bankruptcy Court its Joint Plan of Reorganization (“Plan”) which included the Stipulation as an exhibit thereto. Consistent with the Stipulation, on September 7, 2007, Delphi filed a motion in the Bankruptcy Court seeking approval of the Settlement. On October 29, 2007, the Bankruptcy Court preliminarily approved the Settlement and scheduled the matter for final consideration to be heard in conjunction with Delphi’s confirmation hearing concerning the Plan.
     On January 25, 2008, the Bankruptcy Court entered an order confirming the Plan (the “Confirmation Order”) and approving the Settlement as set forth in the Amended Stipulation.

          B. REASONS FOR AND TERMS OF THE MODIFICATION
               1. Reasons for The Modification
     Although approved by the Bankruptcy Court and the Court, the Settlement could not by its terms become effective until the Bankruptcy Effective Date, which would occur upon substantial consummation of the Plan of Reorganization in Delphi’s bankruptcy proceeding. Although Delphi has worked with its stakeholders to complete its restructuring efforts, the Plan of Reorganization originally approved by the Bankruptcy Court in the Confirmation Order entered in January, 2008, will not be consummated, and thus, the Settlement cannot become effective according to its terms. As a result, the parties to the Amended Stipulation determined that, based upon (i) the dramatic change in Delphi’s circumstances since they entered into the Amended Stipulation, including the catastrophic downturn in the economy, and in the auto industry in particular, and (ii) the fact that the Bankruptcy Effective Date will not occur with respect to the Plan that was the subject of the Confirmation Order, it is in their best interests to enter into the Modification, to, inter alia, make the releases granted in the Settlement effective, and to allow for distribution to the Class of the cash held in escrow without regard to consummation of Delphi’s Plan of Reorganization in the bankruptcy proceeding. Without the Modification, the cash payments would remain in escrow indefinitely and the Effective Date as originally contemplated would never occur. In sum, this Modification will allow Class Members to finally receive distribution of settlement funds that they are entitled to receive.
               2. Terms of the Modification
     On July 10, 2009, the parties to the Amended Stipulation entered into the Modification, which amended the Settlement as follows:
     The Equity Interest granted to the Class pursuant to the Amended Stipulation will remain allowed in the same aggregate face amount as provided for in the Amended Stipulation, but will not be guaranteed any particular treatment or classification, and instead will be a claim to be classified under the Delphi Plan of Reorganization subject to further modifications and/or rulings of the Bankruptcy Court except as to the aggregate face amount thereof. Under the terms of Delphi’s new Plan of Reorganization confirmed by the Bankruptcy Court in July, 2009, the Equity Interest has no value.
     The Modification further provides that the Settlement will become effective upon the entry of an order by each of the Bankruptcy Court and the Court approving the Modification (and the corresponding modification to the settlement of the Delphi Securities Action), and such orders becoming Final, independent of the occurrence of the Bankruptcy Effective Date and/or substantial consummation of Delphi’s Plan of Reorganization.
     The Bankruptcy Court approved the Modification in July, 2009, and that approval is now Final. Accordingly, the Settlement, as modified by the Modification, will become effective, if the Court approves the Modification and that approval becomes Final. Upon the Settlement becoming effective, Class Members will be able to receive the distribution of settlement funds which they are entitled to receive under the terms of the Settlement as modified.

          C. CLASS MEMBERS’ RIGHTS AND OBLIGATIONS
     A hearing will be held before the Honorable Gerald E. Rosen in the United States District Court for the Eastern District of Michigan, Southern Division, Theodore Levin Courthouse, 231 W. Lafayette Blvd., Detroit, Michigan 48226 in Courtroom 733, at 1:00 p.m., on Monday, November 16, 2009 (the “Fairness Hearing”) to: (1) determine whether the Modification should be approved by the Court as fair, reasonable and adequate; (2) determine whether Judgment should be entered pursuant to the Modification; and (3) rule upon Lead Counsel’s Motion for an Award of Attorneys’ Fees and Expenses, and upon such other matters as the Court deems appropriate.
     If you are a Class Member, you may object to any aspect of the proposed Modification. To object, you must send a letter stating that you are a Class Member, that you object to the Modification in In re Delphi Securities, Derivative and ERISA Litigation, MDL No. 1725, Case No. 05-md-1725, and the reasons why you object. In your objection, you must include your name, address, telephone number, and your signature. If you intend to present any witnesses at the Fairness Hearing, you must also so state. Your objection must be filed with the Court at the address below by November 2, 2009, and received no later than November 2, 2009, by counsel listed below:
Clerk of the Court:

David J. Weaver, Clerk of Court
United States District Court, Eastern District of Michigan
231 West Lafayette Blvd., Fifth Floor
Detroit, MI 48226

Lead Counsel and certain Settling Defendants’ Counsel:

Lynn L. Sarko, Esq.
Gary A. Gotto, Esq.
KELLER ROHRBACK L.L.P.
1201 Third Avenue, Ste 3200
Seattle, WA 98101-3052
Plaintiffs’ Lead Counsel
 
Stuart J. Baskin, Esq.
Brian H. Polovoy, Esq.
SHEARMAN & STERLING, LLP
599 Lexington Avenue
New York, New York 10022
Counsel to Settling Defendants
Delphi Corporation, ASEC Manufacturing General Partnership (sued as “ASEC Manufacturing”), Delphi Mechatronic Systems, Inc. (sued as “Delphi Mechatronic Systems”), the Investment Policy Committee, Robert H. Brust, Susan A. McLaughlin, and John D. Opie

          D. ATTORNEYS’ FEES AND EXPENSES
     In its January 23, 2008 Order and Final Judgment approving the Settlement, the Court established a reserve of 20% of the Gross Settlement Fund for a potential award of attorneys’ fees and a reserve of $750,000 for costs and expenses, to be distributed upon further order of the Court and Lead Counsel’s application for award of attorneys’ fees and expense to be filed upon conclusion of the Delphi ERISA Action as to all parties. Lead Counsel filed a Motion for an award of the amounts so reserved on September 16, 2009. It is anticipated that the Court will consider that Motion at the Fairness Hearing.

GETTING MORE INFORMATION

This notice summarizes the proposed terms of the Modification. More details are contained in Modification itself, which is available at www.KellerSettlements.com, along with the Amended Stipulation and the original notice mailed to the Class which provide additional information concerning the Settlement. If you have questions regarding how to obtain copies of documents related to the Settlement, you may contact Lead Counsel at the address listed above or call toll free at (877) 296-9982.

  By Order of the Court

 

Document Links
- Consolidated Complaint
- Settlement Stipulation
- Motion & Memorandum for Preliminary Approval
- Preliminary Approval Order
- Notice of Settlement & Bar Order
- Newspaper Notice
- Amended Settlement Stipulation
- Motion for Final Approval of Settlement
- Declaration of Lynn Sarko in Support of Motion for Final Approval
- Plan of Allocation
- Motion for Plan of Allocation
- Final Order & Judgment
- Opinion & Order Granting State Street Bank & Trust Company’s Motion for Summary Judgment & Denying ERISA Plaintiffs’ Motion for Partial Summary Judgment & Denying ERISA Plaintiffs’ Motion for Partial Summary Judgment
- Final Judgment
- Settlement Modification, 7/10/2009
- Plaintiffs’ Preliminary Approval Motion & Memorandum, 9/16/2009
- Plaintiffs’ Motion & Memorandum for Award of Attorneys’ Fees and Expenses, 9/16/2009
- Declaration of Lynn Sarko in Support of Plaintiffs' Motion for Award of Attorneys' Fees and Expenses, 9/16/2009
- Order on Notice & Hearing, 9/25/2009
- Plaintiffs' Motion for Final Approval of Settlement Modification
- Plaintiffs' Notice of Compliance With Class Notice Requirements
- Final Order & Judgment, 11/20/09
- Memo & Order Awarding State Street Bank Defense Costs, 5/11/10
- Order Awarding Attorneys’ Fees and Expenses, 5/12/10






















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