1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 3, 2000 ---------------- (Date of earliest event reported) VISTEON CORPORATION ------------------- (Exact name of registrant as specified in its charter) Delaware 1-15827 38-3519512 -------- ------- ---------- (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 5500 Auto Club Drive, Dearborn, Michigan 48126 - ------------------------------------------ ------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (800)-VISTEON -------------
2 -2- ITEM 5. OTHER EVENTS. On November 3, 2000, we issued a press release reporting that we have ended discussions with Pilkington plc that would have resulted in the sale of our Glass Segment to Pilkington. The press release, filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Press release dated November 3, 2000
3 -3- 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. VISTEON CORPORATION Date: November 3, 2000 By: /s/ Stacy L. Fox ------------------------------- Stacy L. Fox Senior Vice President, General Counsel and Secretary
4 -4- EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- Exhibit 99.1 Press Release dated November 3, 2000
1 EXHIBIT 99.1 NEWS RELEASE [VISTEON LETTERHEAD] VISTEON ENDS DISCUSSION OF GLASS VENTURE WITH PILKINGTON DEARBORN, Mich., Nov. 3, 2000 - Visteon Corporation (NYSE: VC) and Pilkington plc have announced that they have amicably ended discussions that would have resulted in the sale of Visteon's glass segment to Pilkington. "We are very disappointed that we could not come to an agreement regarding this venture," said Visteon Chairman and CEO Peter J. Pestillo. "We remain committed to developing an acceptable business solution for our glass operations. The UAW understands Visteon's business equation and has agreed to work with us on finding the best alternative that will protect our customers, our overall business, and our employees." Pilkington plc and Visteon signed a letter of intent in June to explore forming a new glass company. As the two companies progressed through the extensive due diligence process, a number of factors contributed to ending the negotiations. As a result, Visteon and Pilkington have agreed to withdraw from these discussions effective immediately, as they were unable to reach an acceptable definitive agreement. Visteon remains committed to continuing to supply the highest quality products and best possible service to its automotive and architectural customers, as 1.
2 NEWS RELEASE the corporation determines the best business solution for its glass operations. Under terms of the agreement, Pilkington would have assumed majority ownership and management control of Visteon's Glass business, including its four float furnaces based at plants in Tulsa, Okla., Nashville, Tenn., plus vehicle glass fabricating plants based in Tulsa, Nashville, and Juarez, Mexico. Visteon Corporation is a leading full-service supplier that delivers consumer-driven technology solutions to automotive manufacturers worldwide and through multiple channels within the global automotive aftermarket. Visteon has a global delivery system of more than 130 technical, manufacturing, sales, and service facilities located in 23 countries. It has 81,000 employees working in three business segments: Dynamics and Energy Conversion; Comfort, Communication and Safety; and Glass. This press release contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as "estimated" and "potentially" signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties, some of which are and will be identified as "Risk Factors" in Visteon's SEC filings. See "Risk Factors" section of Visteon's prospectus dated June 13, 2000 as filed with the SEC on June 14, 2000. Should any risks and uncertainties develop into actual events, these developments could have material adverse effects on Visteon's business, financial condition and results of operations. ### Visteon news releases, photographs and product specification details are available at www.visteon.com 2.