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 August 14, 2002 --------------- (Date of earliest event reported) VISTEON CORPORATION -------------------- (Exact name of registrant as specified in its charter) Delaware 1-15827 38-3519512 (State or other (Commission File Number) IRS Employer Identification No.) jurisdiction of incorporation) 5500 Auto Club Drive, Dearborn, Michigan 48126 - ------------------------------------------ --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (800)-VISTEON -------------
-2- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit No. Description - ----------- ----------- 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 12, 2002. 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Acts filings, dated August 12, 2002. ITEM 9. REGULATION FD DISCLOSURE On August 14, 2002, Peter J. Pestillo and Daniel R. Coulson, the principal executive officer and principal financial officer of Visteon Corporation (the "Company"), respectively, each filed with the Securities and Exchange Commission a written statement under oath pursuant to Securities and Exchange Commission Order No. 4-460. The officers executed such statements in the exact form of Exhibit A to the Order. The Company is filing copies of such statements in the form in which the officers executed them as Exhibits 99.1 and 99.2 hereto, which are incorporated by reference herein.
-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: August 14, 2002 By: /s/Stacy L. Fox -------------------------------------- Stacy L. Fox Senior Vice President, General Counsel and Secretary
-4- EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ------------- ------ Exhibit 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings, dated August 12, 2002. Exhibit 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings, dated August 12, 2002.
Exhibit 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Peter J. Pestillo, state and attest that: (1) I am the principal executive officer of Visteon Corporation. (2) To the best of my knowledge, based upon a review of the covered reports of Visteon Corporation, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (3) I have reviewed the contents of this statement with Visteon Corporation's audit committee. (4) In this statement under oath, each of the following is a "covered report": - the Annual Report on Form 10-K for the year ended December 31, 2001 of Visteon Corporation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Visteon Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Peter J. Pestillo - ------------------------------ Subscribed and sworn to before me this 12th Name: Peter J. Pestillo day of August 2002. Title: Chairman and Chief Executive Officer of Visteon Corporation /s/ Juanita Garza ------------------------------- Notary Public My Commission Expires: June 9, 2005 Date: August 12, 2002
Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Daniel R. Coulson, state and attest that: (1) I am the principal financial officer of Visteon Corporation. (2) To the best of my knowledge, based upon a review of the covered reports of Visteon Corporation, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (3) I have reviewed the contents of this statement with Visteon Corporation's audit committee. (4) In this statement under oath, each of the following is a "covered report": - the Annual Report on Form 10-K for the year ended December 31, 2001 of Visteon Corporation; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Visteon Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Daniel R. Coulson - ------------------------------------ Subscribed and sworn to before me this 12th Name: Daniel R. Coulson day of August 2002. Title: Executive Vice President /s/ Juanita Garza and Chief Financial Officer -------------------------------- of Visteon Corporation Notary Public My Commission Expires: June 9, 2005 Date: August 12, 2002