0001172661-11-000427.txt : 20110613 0001172661-11-000427.hdr.sgml : 20110613 20110613164640 ACCESSION NUMBER: 0001172661-11-000427 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110613 DATE AS OF CHANGE: 20110613 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-10058 FILM NUMBER: 11908583 BUSINESS ADDRESS: STREET 1: 3939 TECHNOLOGY DRIVE CITY: MAUMEE STATE: OH ZIP: 43537 BUSINESS PHONE: 419-887-3000 MAIL ADDRESS: STREET 1: PO BOX 1000 CITY: MAUMEE STATE: OH ZIP: 43537 FORMER COMPANY: FORMER CONFORMED NAME: DANA CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Owl Creek Asset Management, L.P. CENTRAL INDEX KEY: 0001313756 IRS NUMBER: 134177075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-688-2550 MAIL ADDRESS: STREET 1: 640 FIFTH AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 dan060211.txt SCHEDULE 13G HOLDINGS REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) Dana Holding Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 235825205 (CUSIP Number) June 2, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 235825205 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek I, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 123,553 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 123,553 9. Aggregate Amount Beneficially Owned by Each Reporting Person 123,553 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 0.08% 12. Type of Reporting Person PN CUSIP No. 235825205 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek II, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,833,640 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,833,640 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,833,640 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.25% 12. Type of Reporting Person PN CUSIP No. 235825205 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek Advisors, LLC 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,957,193 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,957,193 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,193 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 1.34% 12. Type of Reporting Person CO CUSIP No. 235825205 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Owl Creek Asset Management, L.P. 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 6,167,700 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 6,167,700 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,167,700 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.22% 12. Type of Reporting Person PN CUSIP No. 235825205 1. Names of Reporting Person I.R.S. Identification Nos. of above person (entities only) Jeffrey A. Altman 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [x] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 8,124,893 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 8,124,893 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,124,893 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 5.56% 12. Type of Reporting Person IN Item 1. (a) Name of Issuer: Dana Holding Corporation (the "Issuer") (b) Address of Issuer's Principal Executive Offices: 3939 Technology Drive Maumee, Ohio 43537 Item 2. (a) Name of Person Filing: This statement is filed by: (i) Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), with respect to the shares of Common Stock directly owned by it; (ii) Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), with respect to the shares of Common Stock directly owned by it; (iii) Owl Creek Advisors, LLC, a Delaware limited liability company (the "General Partner"), with respect to the shares of Common Stock directly owned by Owl Creek I and Owl Creek II; (iv) Owl Creek Asset Management, L.P. a Delaware limited partnership (the "Investment Manager"), with respect to the shares of Common Stock directly owned by Owl Creek Overseas Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek Overseas"), and Owl Creek SRI Master Fund, Ltd., an exempted company organized under the laws of the Cayman Islands ("Owl Creek SRI"); and (v) Jeffrey A. Altman, with respect to shares of Common Stock owned by Owl Creek I, Owl Creek II, Owl Creek Overseas and Owl Creek SRI. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. (b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 640 Fifth Avenue, 20th Floor, New York,NY 10019. (c) Citizenship: Each of Owl Creek I, Owl Creek II and the Investment Manager is a limited partnership organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Altman is a United States citizen. (d) Title of Class of Securities Common Stock (the "Common Stock") (e) CUSIP Number: 235825205 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act; (b) |_| Bank as defined in section 3(a)(6) of the Act; (c) |_| Insurance company as defined in section 3(a)(19) of the Act; (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940; (e) |_| An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E); (f) |_| An employee benefit plan or endowment fund in accordance with Rule 13d-1 (b) (1) (ii) (F); (g) |_| A parent holding company or control person in accordance with Rule 13d- 1 (b) (1) (ii) (G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) |_| Group, in accordance with Rule 13d-1 (b) (1) (ii) (J). Not Applicable Item 4. Ownership The percentages used herein and in the rest of Item 4 are calculated based upon the 146,261,570 shares Common Stock that are outstanding as of April 15, 2011 as reported by the Company in its Form 10-Q for the quarterly period ended March 31, 2011, filed on April 27, 2011. A. Owl Creek I, L.P. (a) Amount beneficially owned: 123,553 (b) Percent of class: 0.08% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 123,553 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 123,553 B. Owl Creek II, L.P. (a) Amount beneficially owned: 1,833,640 (b) Percent of class: 1.25% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,833,640 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,833,640 C. Owl Creek Advisors, LLC (a) Amount beneficially owned: 1,957,193 (b) Percent of class: 1.34% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 1,957,193 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 1,957,193 D. Owl Creek Asset Management, L.P. (a) Amount beneficially owned: 6,167,700 (b) Percent of class: 4.22% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 6,167,700 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 6,167,700 E. Jeffrey A. Altman (a) Amount beneficially owned: 8,124,893 (b) Percent of class: 5.56% (c)(i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 8,124,893 (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 8,124,893 Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person Owl Creek Advisors, LLC, the general partner of Owl Creek I and Owl Creek II, has the power to direct the affairs of Owl Creek I and Owl Creek II, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Owl Creek Asset Management, L.P., as the investment manager to Owl Creek Overseas and Owl Creek SRI, has the power to direct the investment activities of Owl Creek Overseas and Owl Creek SRI, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Altman is the managing member of Owl Creek Advisors, LLC and the managing member of the general partner of Owl Creek Asset Management, L.P. and in that capacity directs their operations. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable 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. Date: June 13, 2011 /s/ Jeffrey A. Altman -------------------------- Jeffrey A. Altman, individually, and as managing member of Owl Creek Advisors, LLC, for itself and as general partner of Owl Creek I, L.P. and Owl Creek II L.P., and as managing member of the general partner of OWl Creek Asset Management, L.P., for itself and as investment manager to Owl Creek Overseas Master Fund, Ltd. and Owl Creek SRI Master Fund, Ltd.