-----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, WTuf6UudjQ0rVjwD9cUuWiJ1jg7BUFTjF1I/j4jSIm7SJGbw77FHVi6KpUjHPV/v 8ghA0kJ+WY5C9+W4ImZdkw== 0000899140-08-000382.txt : 20080208 0000899140-08-000382.hdr.sgml : 20080208 20080208151048 ACCESSION NUMBER: 0000899140-08-000382 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080206 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DANA HOLDING CORP CENTRAL INDEX KEY: 0000026780 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 261531856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4500 DORR ST CITY: TOLEDO STATE: OH ZIP: 43615 BUSINESS PHONE: 419-535-4500 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: TOLEDO STATE: OH ZIP: 43697 FORMER COMPANY: FORMER CONFORMED NAME: DANA CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CENTERBRIDGE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001365890 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 08588780 BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST 16TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-301-6501 MAIL ADDRESS: STREET 1: 31 WEST 52ND ST 16TH FL CITY: NEW YORK STATE: NY ZIP: 10019 4 1 centercap_dana4-020708ex.xml X0202 4 2008-02-06 0 0000026780 DANA HOLDING CORP DAN 0001365890 CENTERBRIDGE CAPITAL PARTNERS L P 375 PARK AVENUE, 12TH FLOOR NEW YORK NY 10152 1 0 1 0 Common Stock, par value $0.01 per share 2008-02-06 4 S 0 0 D 0 D Series A Convertible Preferred Stock 2008-02-06 4 S 0 2990 100 D 2008-07-31 Common Stock 2360631 D See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. Exhibit List Exhibit 99.1 - Explanation of Responses CENTERBRIDGE CAPITAL PARTNERS, L.P., /s/ Jeffrey A. Gelfand, Chief Financial Officer 2008-02-07 EX-99 2 c020708.txt EXHIBIT 99.1 EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) Represents shares of common stock issuable upon conversion of 2,990 shares of Series A Convertible Preferred Stock sold by the reporting person on February 6, 2008. The conversion terms of such shares of Series A Convertible Preferred Stock are more fully described in note 2 below. (2) After giving effect to the sale described in note 1 above, represents shares of common stock issuable upon conversion of 2,360,631 shares of Series A Convertible Preferred Stock convertible beginning on July 31, 2008 for the number of shares obtained by dividing the aggregate liquidation preference of such shares ($100 per share) by the then-effective conversion price. The number of shares of common stock issuable upon conversion of such shares of Series A Convertible Preferred Stock will depend upon the conversion price which will be the product of 0.83 multiplied by the volume weighted average sale price on the New York Stock Exchange or other principal securities exchange upon which the issuer's common stock is then listed for the 22 trading days beginning on and including February 1, 2008 (disregarding the trading days during such period having the highest and lowest volume weighted average sale price), subject to certain adjustments contained in the issuer's Certificate of Designation of 4.0% Series A Convertible Preferred Stock and 4.0% Series B Convertible Preferred Stock. Beginning 60 days prior to the date upon which the shares of Series A Convertible Preferred Stock become convertible, the reporting person believes that it is reasonably likely that the reporting person will be deemed to have beneficial ownership of more than 10% of the issuer's outstanding shares of common stock. Additionally, the holders of Series A Convertible Preferred Stock have the right to elect several members of the issuer's board of directors. As a result, the reporting person may be deemed a director by designation, though nothing in this report shall be an admission that the reporting person is such a director. (3) No Expiration Date. -----END PRIVACY-ENHANCED MESSAGE-----