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 July 11, 2001 (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 July 11, 2001, we issued a press release concerning the appointment of a new member to the Board of Directors and a press release concerning the appointment of an Executive Vice President. These press releases, filed as Exhibit 99.1 and 99.2 to this Current Report on Form 8-K, are incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description 99.1 Press release dated July 11, 2001 99.2 Press release dated July 11, 2001
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: July 11, 2001 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 July 11, 2001 Exhibit 99.2 Press Release dated July 11, 2001
1 EXHIBIT 99.1 NEWS RELEASE Contact(s): Media Inquiries: Visteon Corporation Liane Smyth Public Affairs 313-755-2916 5500 Auto Club Drive lsmyth1@visteon.com Dearborn, Michigan 48126 Facsimile: 313-755-7983 Investor inquiries: Derek Fiebig 313-755-3699 dfiebig@visteon.com [VISTEON LOGO] FOR IMMEDIATE RELEASE VISTEON APPOINTS KATHLEEN HEMPEL TO BOARD OF DIRECTORS DEARBORN, Mich., July 11, 2001 - Visteon Corporation (NYSE: VC) today announced that its Board of Directors has elected Kathleen J. Hempel as a member of the Board, effective immediately. She joins Peter J. Pestillo, Visteon's Chairman and Chief Executive Officer, and William Gray, Robert Teeter, Robert Jenkins, Charles Schaffer and Steven Hamp on the Board. Prior to her appointment to Visteon's Board of Directors, Hempel served as Chief Financial Officer of Fort Howard Corporation for 10 years. In addition to her worldwide responsibilities for finance, planning, tax, and accounting operations, she also served as Vice Chairman from 1992 to 1997, and oversaw other functional areas such as information technology, investor relations, legal, human resources and public affairs. Hempel was a member of Fort Howard's Board of Directors for 18 years until the company merged with James River Corporation in 1997. She is a past Board member of the National Association of Manufacturers, and also served on the Board of the Wisconsin Manufacturers and Commerce and its Executive Committee. Hempel joined Fort Howard in 1973, and earlier in her career with the company, served as Vice President of Human Resources. From 1992 to 1998, Hempel served a gubernatorial appointment to the University of Wisconsin System Board of Regents, where she participated on the Executive Committee and chaired the Business and Finance Committee. 1.
2 NEWS RELEASE "Kathleen brings a wide breadth of corporate and operational management experience to Visteon's Board of Directors, which will serve us well as we continue to focus on becoming the world's leading supplier of integrated automotive systems," Peter J. Pestillo, Visteon's Chairman and Chief Executive Officer said. 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 82,000 employees and a global delivery system of more than 130 technical, manufacturing, sales, and service facilities located in 25 countries. ### Visteon news releases, photographs and product specification details are available at www.visteon.com 2.
1 EXHIBIT 99.2 NEWS RELEASE Contact(s): Media Inquiries: Visteon Corporation Craig Miner Public Affairs 313-755-5788 5500 Auto Club Drive lminer1@visteon.com Dearborn, Michigan 48126 Facsimile: 313-755-7983 Carly Lamprecht 313-755-0879 clamprec@visteon.com Investor Inquiries: Derek Fiebig 313-755-3699 dfiebig@visteon.com [VISTEON LOGO] FOR IMMEDIATE RELEASE VISTEON CONTINUES TO BUILD LEADERSHIP STRENGTH WITH APPOINTMENT OF NEW PRESIDENT OF NORTH AMERICA & ASIA DEARBORN, Mich., July 11, 2001 - Visteon Corporation (NYSE: VC) continues to build a talented global leadership team with the appointment of James C. Orchard as President of North America & Asia. With more than 25 years experience in the automotive supplier industry, he brings exceptional talent and knowledge to Visteon. "We are extremely pleased to have Jim join our management team," said Michael Johnston, President and Chief Operating Officer, Visteon Corporation. "He brings valuable perspective from the global automotive market and well-documented people development skills - both of which are key to Visteon's success. We look to him to carry forward our new customer-facing structure and to help Visteon's strategic direction." Orchard will have responsibility for the Visteon Customer Business Groups that interface with the automakers headquartered in North America and Asia, and regional responsibility for the manufacturing operations in those areas. Additionally, he has been elected an Officer of the Company by Visteon's Board of Directors. "I am very excited about the opportunity to join the Visteon team," said Jim Orchard. "As one of the world's leading suppliers, Visteon has the global reach and engineering expertise that will help it continue to grow as an independent company. I look forward to working with the entire Visteon team to deliver outstanding products to customers and to increase shareholder value." 1.
2 NEWS RELEASE Orchard's most recent position was Chief Executive Officer, ZF Group North American & South American Operations where he was charged with full P&L responsibility for the company's regional operations. In January 2000, he became a member of the ZF Board of Management and, that same year, led the turnaround of the company's South American Operations. During his career at ZF Group, Orchard was responsible for operations for a multi-billion dollar global business. He successfully led the charge to leverage the company's strong commitment to innovation, engineering and technology and fully utilize those assets into a profitable, customer-oriented global franchise. Orchard joined ZF in 1990 as President of Lemforder Corporation, the chassis division of ZF Group, where he turned the business around and brought it to fast growth and profitability, primarily through organic growth. In 1997, Orchard was named President and CEO of ZF North America where he played a critical role in integrating the global business with North and South America and played an increasingly shared role in global product development, R&D and technology innovation. In addition to his experience at ZF Group, Orchard brings extensive manufacturing experience from his tenure at Dana Corp., where he held a variety of progressive roles from International Materials Manager to Plant Manager to Director of Assembly Operations for the company's axle division. Orchard holds degrees in business administration and marketing from Indiana University. He and his wife, Sue, have two sons and three grandchildren. 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 82,000 employees and a global delivery system of more than 130 technical, manufacturing, sales, and service facilities located in 25 countries. ### Visteon news releases, photographs and product specification details are available at www.visteon.com 2.