Sec Form 13D Filing - Pardus Capital Management L.P. filing for VISTEON CORP (VC) - 2009-05-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

VISTEON CORPORATION

(Name of Issuer)

 

Common Stock, par value $1.00 per share

(Title of Class of Securities)

 

92839U107

(CUSIP Number)

 

Mr. Joseph Thornton

Pardus Capital Management L.P.

590 Madison Avenue, Suite 25E

New York, New York 10022

(212) 381-7350

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 28, 2009

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

Continued on following page(s)

Page 1 of 6 Pages

 

I.R.S. Identification Nos. of above persons (entities only)

 

Pardus Capital Management L.P.

AF

Delaware

 

 

0

[  ]

0.0 %

IA

 

The Schedule 13D filed on May 1, 2006, by Pardus Capital Management L.P., a Delaware limited partnership ("PCM"), relating to the shares of common stock, $1.00 par value (the "Shares"), of Visteon Corporation (the "Issuer"), as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 9 to the Schedule 13D, is hereby amended by this Amendment No. 10 to the Schedule 13D to report that, as a result of the recent disposition of shares of the Issuer, the Reporting Persons may no longer be deemed the beneficial owner of more than five percent of the Shares.

 

Item 5, paragraphs (a), (b), (c) and (e) of the Schedule 13D are hereby amended and restated as follows:

(a) The Reporting Persons beneficially own no Shares, constituting 0.0% of the Shares outstanding.

(b) PCM possesses sole power to vote and direct the disposition of all of the Shares held by the Fund. Thus, as of the close of business on May 28, 2009, the Reporting Persons may be deemed to beneficially own no Shares, or 0.0% of the Shares deemed issued and outstanding as of that date.

(c) Information concerning transactions in the Shares effected by PCM since the most recent filing on Schedule 13D is set forth in Schedule A hereto and is incorporated by reference. Unless otherwise indicated, all of such transactions were effected in the open market.

(e) On May 28, 2009, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.

 

      SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Karim Samii, in his capacity as the sole member of Pardus Capital Management LLC, the sole general partner of Pardus Capital Management L.P.

 

       SCHEDULE A

 

Pardus Special Opportunities Master Fund L.P.