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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Visteon Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
92839U107
--------------------------------------------
(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (1-06)
Page 1 of 11 pages
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CUSIP No. 92839U107 13G
- -----------------------
- ------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs & Co.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
11,442,547
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
11,442,720
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,442,720
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
8.9%
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12. Type of Reporting Person
BD-PN-IA
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Page 2 of 11 pages
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CUSIP No. 92839U107 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Goldman Sachs Group, Inc.
- ------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3. SEC Use Only
- ------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
11,442,547
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
11,442,720
- ------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,442,720
- ------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
- ------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
8.9%
- ------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
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Page 3 of 11 pages
Item 1(a). Name of Issuer:
Visteon Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
One Village Center Drive
Van Buren Township, Michigan 48111
Item 2(a). Name of Persons Filing:
Goldman, Sachs & Co.
and The Goldman Sachs Group, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence:
85 Broad Street
New York, NY 10004
Item 2(c). Citizenship:
Goldman, Sachs & Co. - New York
The Goldman Sachs Group, Inc. - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $1.00 par value
Item 2(e). CUSIP Number:
92839U107
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[X] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
Goldman, Sachs & Co.
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
Goldman, Sachs & Co.
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
The Goldman Sachs Group, Inc.
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 11 pages
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s) to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
- --------------------------
* In accordance with the Securities and Exchange Commission (the "SEC")
Release No. 34-39538 (January 12, 1998), this filing reflects the securities
beneficially owned by the investment banking division ("IBD") of The Goldman
Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating unit of GSG. IBD disclaims beneficial ownership of the securities
beneficially owned by (i) any client accounts with respect to which IBD or its
employees have voting or investment discretion, or both and (ii) certain
investment entities, of which IBD is the general partner, managing general
partner or other manager, to the extent interests in such entities are held by
persons other than IBD.
Page 5 of 11 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 3, 2006
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
Page 6 of 11 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
99.1 Joint Filing Agreement, dated February 3, 2006, between
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co.
99.2 Item 7 Information
99.3 Power of Attorney, dated November 7, 2005, relating to
The Goldman Sachs Group, Inc.
99.4 Power of Attorney, dated November 7, 2005, relating to
Goldman, Sachs & Co.
Page 7 of 11 pages
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13G (including any and all amendments thereto) with respect to the
common stock, $1.00 par value, of Visteon Corporation and further agree to the
filing of this agreement as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13G.
Date: February 3, 2006
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic
----------------------------------------
Name: Yvette Kosic
Title: Attorney-in-fact
Page 8 of 11 pages
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by the The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.
Page 9 of 11 pages
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 7th, 2005.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
- ----------------------------
GREGORY K. PALM
Executive Vice President and General Counsel
Page 10 of 11 pages
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in it name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of November 7th, 2005.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
- ----------------------------
GREGORY K. PALM
Managing Director
Page 11 of 11 pages