-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LK59nZwrqa44MNAThMVaQEOHEf4hHH18bmZ+wZnyU0n2WXyaAthyxUuqsy78nLvW zBDtnpsOoucYWvMCHWRa6w== 0000898822-03-000931.txt : 20030829 0000898822-03-000931.hdr.sgml : 20030829 20030829110354 ACCESSION NUMBER: 0000898822-03-000931 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DANA CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 344361040 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10058 FILM NUMBER: 03872824 BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 4195354500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DANA CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 344361040 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 4195354500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 SC 14D9/A 1 aug2914d9.txt SCHEDULE 14D9/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 12) --------------------- DANA CORPORATION (Name of Subject Company) --------------------- DANA CORPORATION (Name of Person(s) Filing Statement) Common Stock, Par Value $1.00 Per Share (including the Associated Series A Junior Participating Preferred Stock Purchase Rights) (Title of Class of Securities) 235811 10 6 (CUSIP Number of Class of Securities) --------------------- Michael L. DeBacker, Esq. Vice President, General Counsel and Secretary Dana Corporation 4500 Dorr Street Toledo, Ohio 43615 (419) 535-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) --------------------- With copies to: Adam O. Emmerich, Esq. David C. Karp, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 [] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. The purpose of this amendment is to amend and supplement Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Dana Corporation, a Virginia corporation, on July 22, 2003, as thereafter amended, and to add an additional Exhibit and revise the Exhibit Index accordingly. Item 9. Exhibits. -------- Exhibit No. Description - -------------------------------------------------------------------------------- (a) (22) Press release issued by Dana on August 28, 2003 SIGNATURE After due 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. DANA CORPORATION By: /s/ Joseph M. Magliochetti ----------------------------------- Joseph M. Magliochetti Chairman of the Board and Chief Executive Officer Dated: August 29, 2003 -2- INDEX OF EXHIBITS Exhibit No. Description - -------------------------------------------------------------------------------- (a) (22) Press release issued by Dana on August 28, 2003 -3- EX-99.1 3 aug29press.txt EXHIBIT (A) (22) Exhibit (a)(22) CONTACT: MICHELLE HARDS 419-535-4636 DANA COMMENTS ON ARVINMERITOR TENDER OFFER EXTENSION TOLEDO, OH -- AUGUST 28, 2003 -- Dana Corporation (NYSE: DCN) issued the following statement today in response to the announcement by ArvinMeritor, Inc. (NYSE: ARM) that it will extend the tender period for its offer for outstanding Dana shares. "On July 22, Dana's Board of Directors rejected ArvinMeritor's offer after a thorough review and consultation with its legal and financial advisors. The Board concluded that the offer is a financially inadequate, high-risk proposal that is not in the best interests of Dana or its shareholders and that is subject to serious financing risks and antitrust concerns that could prevent its completion. Further, the Board noted that Dana's restructuring and transformation efforts are producing results and reaffirmed its belief that Dana's ongoing strategy is a better way to enhance value for shareholders," said Joe Magliochetti, Chairman and Chief Executive Officer. "Nothing has changed in this regard. "The small number of shares tendered to date confirms that many of our shareholders agree with Dana's Board that ArvinMeritor's offer is not in their best interest. "According to its public statements, ArvinMeritor has not yet obtained the necessary financing for the proposed transaction. Since the offer was originally announced in July, we believe that the fast-changing conditions in the debt markets have made, and will continue to make, this significant challenge even more difficult. And, ArvinMeritor only recently decided to begin the process of seeking antitrust approval by making the required Hart-Scott-Rodino antitrust filing," Mr. Magliochetti continued. "Contrary to its earlier statements about plans to create a $17 billion combined enterprise, ArvinMeritor is now talking about significant potential divestitures of the combined company's commercial vehicle axle assets and other businesses, which would appear to limit opportunities for synergies and would result in a very different company from the one originally proposed to shareholders. Based on this and other factors, including the declining value of ArvinMeritor's shares since they commenced their offer, both Dana shareholders and ArvinMeritor shareholders are understandably questioning whether this deal makes any sense," concluded Mr. Magliochetti. Dana's shareholders, and its customers, suppliers and employees, are strongly advised to read carefully Dana's solicitation/recommendation statement regarding ArvinMeritor's tender offer, because it contains important information. Free copies of the solicitation/recommendation statement and the related amendments, which have been filed by Dana with the Securities and Exchange Commission, are available at the SEC's web site at www.sec.gov, or at the Dana web site at www.dana.com, and also by directing requests to Dana's Investor Relations Department. Dana is a global leader in the design, engineering, and manufacture of value-added products and systems for automotive, commercial, and off-highway vehicle manufacturers and their related aftermarkets. The company employs approximately 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing, and customer service facilities in 30 countries. The company reported 2002 sales of $9.5 billion. # # # -----END PRIVACY-ENHANCED MESSAGE-----