UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2006
VISTEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-15827
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38-3519512 |
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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One Village Center Drive, Van Buren Township, Michigan
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48111 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (800)-VISTEON
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 3 to the Current Report on Form 8-K/A amends the Current Report on Form 8-K
filed by Visteon Corporation (the Company) on January 11, 2006, as amended by Amendment No. 1 to
the Current Report on Form 8-K/A filed on February 10, 2006 and Amendment No. 2 to the Current
Report on Form 8-K/A filed on May 2, 2006 (the Original Forms 8-K) to provide updated disclosures
regarding the Companys three-year restructuring and improvement plan as described in the Original
Forms 8-K. This Amendment No. 3 also furnishes information regarding the Companys financial
results for the second quarter of 2006.
SECTION 2 FINANCIAL INFORMATION
Item 2.02. Results of Operations and Financial Condition.
On August 1, 2006, the Company issued a press release regarding its financial results for the
second quarter and first half of 2006. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 2.05. Costs Associated with Exit or Disposal Activities.
As discussed in the Original Forms 8-K, the Company previously announced the commencement of a
three-year improvement plan that involves the restructuring of up to 23 underperforming and/or
non-strategic plants.
During the second quarter of 2006 the Company recorded $12 million of severance and other
restructuring costs, which will be settled in cash, and an additional $22 million of non-cash asset
impairments related to this three-year improvement plan.
SECTION 7 REGULATION FD
Item 7.01. Regulation FD Disclosure.
See Item 2.02. Results of Operations and Financial Condition above.