-----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, EEWfhEdC/dWYphEgXBHhXbIze5P2/sCgWZ4ZraqSJZwrKPCJ0LiJjmCwCnPnS23y EJXIK7xhJZxICQ1WwavyjA== 0000950103-98-000465.txt : 19980505 0000950103-98-000465.hdr.sgml : 19980505 ACCESSION NUMBER: 0000950103-98-000465 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980504 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECHLIN INC CENTRAL INDEX KEY: 0000031348 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060330448 STATE OF INCORPORATION: CT FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-04651 FILM NUMBER: 98609474 BUSINESS ADDRESS: STREET 1: 100 DOUBLE BEACH RD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034815751 MAIL ADDRESS: STREET 1: 100 DOUBLE BEACH ROAD CITY: BRANFORD STATE: CT ZIP: 06405 FORMER COMPANY: FORMER CONFORMED NAME: ECHLIN MANUFACTURING CO DATE OF NAME CHANGE: 19820602 DEFA14A 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Echlin Inc. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: -------------- (2) Aggregate number of securities to which transaction applies: -------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------- (4) Proposed maximum aggregate value of transaction: -------------- (5) Total fee paid: -------------- [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: -------------- (2) Form, Schedule or Registration Statement No.: -------------- (3) Filing Party: -------------- (4) Date Filed: May 4, 1998 [Dana Corporation logo] [Echlin Inc. logo] [Dana Corporation logo] May 4, 1998 Certain statements contained herein constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve numerous assumptions, known and unknown risks, uncertainties and other factors which may cause actual and future performance or achievements of Dana or Echlin, including with respect to the proposed merger, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the following: achieving sales levels to fulfill revenue expectations; the absence of presently unexpected costs or charges, certain of which may be outside the control of Dana or Echlin; the cyclical nature of the automotive industry; failure to achieve synergies or savings anticipated in the merger; general economic and business conditions; and competition. Additional factors are detailed in Dana's and Echlin's public filings with the Securities and Exchange Commission. Dana and Echlin disclaim any responsibility to update any forward-looking statement provided in this press release. [Dana Corporation logo] [Echlin Inc. logo] \ / - - Largest independent automotive supplier in North America - - Recognized leader in the global automotive aftermarket - - Premier global Tier 1 systems supplier to OEMs - - Pro forma combined sales of $13 billion - - 78,000 employees in over 30 countries [Dana Corporation logo] TRANSACTION TERMS Current value per Echlin share $55.00 Exchange ratio per Echlin share 0.9293 New Dana shares issued 59.1 million Echlin equity value $3.6 billion Net debt assumed $0.6 billion Total value $4.2 billion - Tax-free stock-for-stock exchange - Pooling of interests accounting treatment - Echlin shareholders to own 36% of combined company - Subject to: - Approval by both companies' shareholders - Customary regulatory approvals - Completion anticipated in third calendar quarter of 1998 [Dana Corporation [Echlin Inc. logo] logo] WHY? - - Good for both companies' shareholders - Accretive to 1999 First Call EPS - Expected to improve P/E - Strengthens balance sheet - - Excellent fit - Dana strong in OE and international - Echlin aftermarket expertise - Dana strong in manufacturing and asset management - Echlin strength in sales and marketing - - Growth engine for Dana - Two new core products - Brakes $1+ billion business - Fluid systems $1+ billion business - Expand and enhance engine parts SBU to $3 billion - 7th SBU - Echlin Aftermarket [Dana Corporation logo] BEYOND 2000 GOALS OUR COMMITMENT TO GROWTH - - Dana will be a growth company providing shareholders with superior investment returns - - Dana will obtain 50% of sales from highway vehicle OEM customers and 50% from aftermarket, off-highway and industrial markets - - Dana will be the leading global systems and components supplier to the customers we serve - - Dana will obtain 50% of sales from outside the United States - - The Dana Style will be fully implemented throughout Dana's globally integrated organization [Dana Corporation logo] STRATEGIC RATIONALE - - Creates the most extensive aftermarket product line and strongest distribution network of any independent supplier - - Generates sales growth opportunities through global aftermarket cross-selling - North America - Europe - South America - - Enhances Dana's position as an OE supplier of integrated systems - Modules/Drivetrain Systems/Rolling Chassis - Fuel and Engine Management - Comprehensive Brake Systems - - Significant sales and cost synergies - - Accretive to earnings per share [Dana Corporation logo] BALANCED MIX BETWEEN MARKETS SERVED [Pie charts reflecting the following information: OE Aftermarket Dana 72% 28% Echlin 32% 68% Combined 61% 39%] [Dana Corporation logo] DIVERSIFIED CUSTOMER BASE [Pie charts reflecting the following information: Big 3 Other Dana 40% 60% Echlin 16% 84% Combined 33% 67%] [Dana Corporation logo] SALES BY PRODUCT LINE [Pie charts reflecting the following information: Brake Engine Drivechain/ Systems Systems Chassis Systems Other Dana 15% 51% 34% Echlin 38% 33% 17% 12% Combined Company 11% 20% 41% 28%] [Dana Corporation logo] MOST INTEGRATED CHASSIS SYSTEMS SUPPLIER IN THE INDUSTRY DRIVETRAIN SYSTEMS STEERING SYSTEMS SUSPENSION SYSTEMS - - Axles - Hydraulic power - Shock absorbers steering components - - Driveshafts - Electro-hydraulic - Tie rods/ball joints power steering systems - - Halfshafts - - CV and universal joints BRAKE SYSTEMS AND COMPONENTS - - Wheel ends [Photograph of drive - Hydraulic brake chain] components - - Transfer cases - Electric brake controls - - Corner and driving axle - ABS components modules POWER TRANSMISSION STRUCTURAL COMPONENTS COMPONENTS - - Clutch release bearings - Frames - - Bell housings - Front and rear cradles - - Shifters and linkages - Front and rear modules - - Engine mounts - - Transmission and oil coolers [Dana Corporation logo] COMPLETE ENGINE SYSTEMS CAPABILITY [Photograph of engine] COMPLETE SEALING SYSTEMS ENGINE HARD PARTS - - Gaskets - Piston rings - - Oil seals - Cylinder lines - - O-rings - Camshafts - - Cam and engine covers - Timing components AIR AND FLUID FUEL AND ENGINE MANAGEMENT COMPONENTS MANAGEMENT SYSTEMS - - Filters - Sensors, actuators and electronics - - Hose assemblies - Ignition components - - Water pumps - Electronic fuel injectors - - Oil pumps, pans and coolers - Fuel pumps, lines and rails - - Evaporators - Emission control components [Dana Corporation logo] UNPARALLELED STABLE OF BRANDS PERFECT CIRCLE(registered) [American Electronic [Components, [PTG logo] Inc. logo] WEATHERHEAD(registered) [Raybestos [Echlin logo] Automotive logo] VICTOR REINZ(registered) [ARBA logo] [Borg Warner logo] SPICER(registered) [NAPA logo] [ECHLIN logo] [SPRAGUE [LONG logo] logo] WIX(registered) [QH logo] [BECK/ARNLEY [BROSOL logo] WORLDPARTS logo] [FTE [ACCEL logo] [NAPA logo] [United Automotive Brake Parts logo] logo] [Dana Corporation logo] GLOBAL FACILITIES AND DISTRIBUTION Dana Echlin Pro Forma North America 181 138 319 Europe 67 37 104 South America 37 10 47 Asia/Pacific/South Africa 44 12 56 -- -- -- Total 329 197 526 [Dana Corporation logo] SYNERGIES - - Significant new revenue opportunities for each company as well as cost savings - - Run-rate synergies of approximately $200 million pre-tax - Incremental to Echlin's previously announced Phase I and Phase II savings - - Cost savings will be realized in the following areas: - Manufacturing and distribution rationalization - Global sourcing - Sales and marketing - Research and development [Dana Corporation logo] COMBINED FINANCIAL RESULTS 1997 CALENDARIZED DATA INCOME STATEMENT DANA ECHLIN COMBINED Sales $8,291 $3,549 $11,840 EBIT $577 $237 $814 Net Income $369 $130 $499 EBITDA $841 $350 $1,191 DANA ECHLIN* BALANCE SHEET (3/31/98) (2/28/98) COMBINED Total Assets $6,297 $2,200 $8,497 Total Debt $1,543 $632 $2,175 Total Shareholders Equity $1,774 $970 $2,744 Total Debt/Capital 46.5% 39.5% 44.2% Debt Rating (S&P/Moody's) A-/Baa1 *Pro forma for the divestiture of Midland-Grau [Dana Corporation logo] A GLOBAL LEADER IN AUTOMOTIVE COMPONENTS - - Largest independent automotive supplier in North America - - Aftermarket leadership - #1 independent supplier in the world - - Sales growth through leveraging of resources and capabilities - - Enhanced position as a leading OE supplier of integrated systems - Modules/Drivetrain Systems /Rolling Chassis - Fuel and Engine Management - Light Vehicle Brakes - - Significant cost synergies - - Accretive to earnings per share - - Platform for enhanced growth in shareholder value [Dana Corporation [Echlin Inc. logo] logo] WHY? - - Good for both companies' shareholders - Accretive to 1999 First Call EPS - Expected to improve P/E - Strengthens balance sheet - - Excellent fit - Dana strong in OE and international - Echlin aftermarket expertise - Dana strong in manufacturing and asset management - Echlin strength in sales and marketing - - Growth engine for Dana - Two new core products - Brakes $1+ billion business - Fluid systems $1+ billion business - Expand and enhance engine parts SBU to $3 billion - 7th SBU - Echlin Aftermarket -----END PRIVACY-ENHANCED MESSAGE-----