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 (Date of earliest event reported) March 12, 2003 -------------- VISTEON CORPORATION -------------------- (Exact name of registrant as specified in its charter) Delaware 1-15827 38-3519512 -------- ------- ---------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 17000 Rotunda Drive, Dearborn, Michigan 48120 - ----------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (800)-VISTEON -------------
ITEM 5. OTHER EVENTS. On March 12, 2003, we issued a press release announcing that our Board of Directors had elected Marla C. Gottschalk to the Board and a press release reporting that our Board of Directors had declared a cash dividend. These press releases, filed as Exhibits 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 March 12, 2003 99.2 Press release dated March 12, 2003 2
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: March 12, 2003 By: /s/ Stacy L. Fox -------------------------------------- Stacy L. Fox Senior Vice President, General Counsel and Secretary 3
EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- Exhibit 99.1 Press Release dated March 12, 2003 Exhibit 99.2 Press Release dated March 12, 2003
EXHIBIT 99.1 NEWS RELEASE Contact(s): Media Inquiries: Visteon Corporation Greg Gardner Public Affairs 313-755-0927 17000 Rotunda Drive ggardne9@visteon.com Dearborn, Michigan 48126 Facsimile: 313-755-7983 Investor inquiries: Derek Fiebig 313-755-3699 dfiebig@visteon.com [VISTEON LOGO] VISTEON ELECTS MARLA C. GOTTSCHALK TO BOARD OF DIRECTORS DEARBORN, Mich., March 12, 2003 - Visteon Corporation (NYSE: VC) today announced that its Board of Directors has elected Marla C. Gottschalk to the Board. The Board also appointed Ms. Gottschalk to its Audit Committee. Ms. Gottschalk is senior vice president, financial planning and investor relations for Kraft Foods Inc., the largest packaged foods company in North America. She is responsible for global financial planning, investor support and communication, as well as providing analytical support for Kraft's Board of Directors. She is a certified public accountant and has been with Kraft since 1989, when she was hired as a senior financial analyst. Prior to that she worked five years for the accounting firm of KPMG Peat Marwick LLP. Ms. Gottschalk has a bachelor's degree in accounting from Indiana University and a master's degree in business administration from Northwestern University's Kellogg School of Management. Gottschalk has been Chairman of the Junior Achievement of the Hudson Valley since 2001. "We're delighted to have Marla join the Board," Peter J. Pestillo, Visteon's Chairman and Chief Executive Officer 1.
EXHIBIT 99.1 NEWS RELEASE said. "She brings an impressive range of talents and leadership that will contribute to improving Visteon's performance and customer orientation." Gottschalk joins Pestillo, William Gray, Steven Hamp, Robert Jenkins, Mike Johnston, Karl Krapek, Charles Schaffer, Thomas Stallkamp and Robert Teeter on Visteon's Board of Directors. 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 about 77,000 employees and a global delivery system of more than 180 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.
EXHIBIT 99.2 NEWS RELEASE Contact(s): Visteon Corporation Media Inquiries: Greg Gardner 313-755-0927 Public Affairs ggardne9@visteon.com 17000 Rotunda Drive Dearborn, MI 48120 Facsimile: 313-755-7983 Investor Inquiries: Derek Fiebig 313-755-3699 dfiebig@visteon.com [VISTEON LOGO] VISTEON DECLARES SECOND QUARTER DIVIDEND DEARBORN, Mich., March 12, 2003 - The Board of Directors of Visteon Corporation (NYSE: VC) has declared a quarterly dividend of $0.06 per share on the company's common stock. The dividend is payable on June 2, 2003, to shareholders of record as of May 2, 2003. Visteon has paid a dividend each quarter since it became an independent, publicly traded company in June 2000. 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 about 77,000 employees and a global delivery system of more than 180 technical, manufacturing, sales, and service facilities located in 25 countries. ### Visteon news releases, photographs and product specification details are available at www.visteon.com 1.