Form 8-K

DANA HOLDING CORPORATION

Date: June 28, 2013

/s/ Marc S. Levin

Marc S. Levin

Senior Vice President, General Counsel

and Secretary

0001193125-13-275947.txt : 20130628 0001193125-13-275947.hdr.sgml : 20130628 20130628070041 ACCESSION NUMBER: 0001193125-13-275947 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130625 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130628 DATE AS OF CHANGE: 20130628 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01063 FILM NUMBER: 13938888 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 8-K 1 d561000d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2013

Dana Holding Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-1063

26-1531856

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

Dana Holding Corporation (“Dana”) today issued a news release announcing that its Board of Directors approved an expanded stock repurchase program authorizing the repurchase of up to $1 billion of its common stock representing an increase of approximately $900 million over the approximately $100 million already returned to shareholders under Dana’s previous repurchase authorization. As previously disclosed, Dana refinanced its current U.S. revolving credit facility establishing a new five year, $500 million revolving credit facility. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this report (including Exhibits 99.1 hereto) is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished with this report.


Exhibit No.		Description

99.1		Dana Holding Corporation Press Release dated June 28, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index


Exhibit No.		Description

99.1		Dana Holding Corporation Press Release dated June 28, 2013

EX-99.1 2 d561000dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

Dana Expands Share Repurchase Program to $1 Billion

MAUMEE, Ohio – June 28, 2013 – Dana Holding Corporation (NYSE: DAN) today announced that its Board of Directors has approved an expanded common share repurchase program of up to $1 billion. This represents an increase of approximately $900 million over the more than $100 million already returned to shareholders under the company’s previous repurchase authorization.

Dana plans to repurchase its shares either in the open market or through privately negotiated transactions over the next two years. The stock repurchase is subject to prevailing market conditions and other considerations. The company expects to have sufficient liquidity to support this initiative.

“This expanded program reflects confidence in the long-term prospects of our business and our commitment to delivering value to all of our shareholders,” said Roger J. Wood, Dana president and chief executive officer. “We continue to review our capital structure with the goal of best utilizing our strong balance sheet to maximize shareholder value.”

Dana also refinanced its current U.S. revolving credit facility, establishing a new five-year, $500 million revolving credit facility. This action will both lower on-going costs and increase financial flexibility. The company also continues to evaluate further credit market opportunities.

About Dana Holding Corporation

Dana is a world-leading supplier of driveline, sealing, and thermal-management technologies that improve the efficiency and performance of passenger, commercial, and off-highway vehicles with both conventional and alternative-energy powertrains. The company’s global network of engineering, manufacturing, and distribution facilities provides original-equipment and aftermarket customers with local product and service support. Based in Maumee, Ohio, Dana employs more than 23,000 people in 26 countries and reported 2012 sales of $7.2 billion. For more information, please visit www.dana.com.

Forward-Looking Statements

Certain statements and projections contained in this news release are, by their nature, forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

Dana’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss important risk factors that could affect our business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Dana does not undertake any obligation to revise or update publicly any forward-looking statement for any reason.


Investor Contact		Media Contact
Craig Barber		Jeff Cole
419.887.5166		419.887.3535
craig.barber@dana.com		jeff.cole@dana.com