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Securities and Exchange Commission 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 April 10, 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 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 - ITEM 5. OTHER EVENTS. On April 10, 2002, we issued a press release announcing that our Board of Directors had appointed two new members to the Board, and a press release reporting that our Board of Directors had declared a cash dividend. 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 April 10, 2002 99.2 Press release dated April 10, 2002 - 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: April 10, 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 News Release dated April 10, 2002 Exhibit 99.2 News Release dated April 10, 2002 EXHIBIT 99.1 Contact(s): Media Inquiries: Visteon Corporation Greg Gardner Public Affairs 313-755-0927 5500 Auto Club Drive [email protected] Dearborn, MI 48126 Facsimile: 313-755-7983 Investor inquiries: Derek Fiebig 313-755-3699 [email protected] [VISTEON LOGO] VISTEON APPOINTS THOMAS T. STALLKAMP AND MICHAEL F. JOHNSTON TO BOARD OF DIRECTORS DEARBORN, Mich., April 10, 2001 - Visteon Corporation (NYSE: VC) today announced that its Board of Directors has appointed Thomas T. Stallkamp and Michael F. Johnston as members of the Board. Thomas T. Stallkamp has served as Vice Chairman and Chief Executive Officer of MSX International Inc. since January 2000. MSX provides contract staffing and project engineering services to the automotive and telecommunications industries. Prior to his position at MSX, Stallkamp was Vice Chairman of DaimlerChrysler Corporation where he also served as its President and a member of its board of management. During his nearly 20 years at DaimlerChrysler, Stallkamp became known for developing new business processes and enhanced partnerships with the automotive supply community. He pioneered the development of a unique partnership approach to corporate supplier relations under Chrysler's Extended Enterprise concept. Michael F. Johnston is Visteon's President and Chief Operation Officer, leading the company's global operations, sales, manufacturing, product development, 1. research and development and customer relations. Johnston came to Visteon in September 2000 from Johnson Controls Inc., where he was President of E-Business. In that position he was responsible for launching and growing new businesses, including non-automotive ventures that used the Internet to streamline supply chain management and to serve customers more effectively. "We're delighted to have Tom and Mike join the Board," Peter J. Pestillo, Visteon's Chairman and Chief Executive Officer said. "Tom is widely regarded as a leader and innovator in the supplier community. In electing Mike, the Visteon Board has recognized Mike's substantial contributions and his leadership in improving Visteon's performance and customer orientation." Stallkamp serves on the boards of Kmart Corporation and Baxter International Inc. He is on the board of advisors of Georgetown University's McDonough School of Business and teaches at Babson College's Graduate Entrepreneurship Center. He holds a bachelor's degree in industrial management and economics and a master's degree in business administration from Miami University in Oxford, Ohio. Johnston serves on the boards of directors of Flowserve Corporation in Irving, Texas, and the Original Equipment Suppliers Association. He holds a bachelor's degree in industrial management from the University of Massachusetts at Lowell and a master's degree in business administration from Michigan State University's Executive Program. Stallkamp and Johnston join Pestillo, William Gray, Steven Hamp, Kathleen Hempel, Robert Jenkins, Charles Schaffer and Robert Teeter on the Board. 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 79,000 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): Media Inquiries: Visteon Corporation Greg Gardner Public Affairs 313-755-0927 5500 Auto Club Drive [email protected] Dearborn, MI 48126 Facsimile: 313-755-7983 Investor Inquiries: Derek Fiebig 313-755-3699 [email protected] [VISTEON LOGO] VISTEON DECLARES SECOND QUARTER DIVIDEND DEARBORN, Mich., April 10, 2002 -- 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 3, 2002, to shareholders of record as of May 3, 2002. This is Visteon's eighth dividend announcement 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 79,000 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. .
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