-----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, Iscmj9h7u7Z9pG66OWcBcVYGhkPSPcdJ56mpTbpD9xtutsvbuUjdGWS0QZoXLzQO 3yhgKEYPhOj4WEMEiN5cbQ== 0000898822-03-001074.txt : 20031031 0000898822-03-001074.hdr.sgml : 20031031 20031031095236 ACCESSION NUMBER: 0000898822-03-001074 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20031031 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: 03968451 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 amendment21.txt AMENDMENT NO. 21 ================================================================================ 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. 21) --------------------- 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)(31) Press release. 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 31, 2003 -2- INDEX OF EXHIBITS Exhibit No. Description - --------------- -------------------------------------------------------------- (a)(31) Press release. -3- EX-99 3 pressreleaseoct30.txt EXHIBIT (A) (31) Exhibit (a) (31) Contact: Michelle Hards (419) 535-4636 michelle.hards@dana.com DANA CORPORATION COMMENTS ON THIRD EXTENSION OF ARVINMERITOR TENDER OFFER TOLEDO, OHIO, [OCTOBER 30, 2003] -- Dana Corporation (NYSE: DCN) issued the following statement today in response to the announcement by ArvinMeritor, Inc. (NYSE: ARM) that it will extend for a third time the expiration of its tender offer for all 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," said Bill Carroll, Acting President and Chief Operating Officer. "The Board concluded at that time that the offer was a financially inadequate, high-risk proposal that was not in the best interests of Dana or its shareholders, and nothing has changed with respect to the offer since that time. As demonstrated by our strong third-quarter earnings, Dana's restructuring and transformation efforts are producing results and the Board continues to believe that the company's ongoing strategy is a better way to enhance value for our shareholders." Mr. Carroll continued, "In the nearly four months since ArvinMeritor originally made this unsolicited offer, it still has not announced that it has the necessary financing for the transaction. In addition, the major antitrust challenges that Dana's Board noted from the start were underscored by the `second request' for information issued by the FTC in early September. Since August, ArvinMeritor has publicly discussed potential divestitures of the combined company's assets to address these challenges. Substantial divestitures would limit the opportunities for synergies and change the strategic premise for the transaction that ArvinMeritor originally proposed to shareholders. For these reasons, among others, investors understandably continue to question whether this deal makes sense." 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 or Dana's information agent, D.F. King & Co., Inc., at 1-800-901-0068. 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-----