SC 14D9/A 1 oct2414d-9.txt AMENDMENT NO. 19 ================================================================================ 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. 19) --------------------- 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)(29) Slide Presentation for October 24, 2003 Conference Call (incorporated by reference to Exhibit 99.1 to Dana's Form 8-K filed October 24, 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/ Robert C. Richter ---------------------- Robert C. Richter Vice President and Chief Financial Officer Dated: October 24, 2003 -2- INDEX OF EXHIBITS Exhibit No. Description ----------------- ---------------------------------------------------------- (a) (29) Slide Presentation for October 24, 2003 Conference Call (incorporated by reference to Exhibit 99.1 to Dana's Form 8-K filed October 24, 2003). -3-