AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DANA CORPORATION
(Exact name of Registrant as Specified in its Charter)
Virginia 34-4361040
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
4500 Dorr Street
Toledo, Ohio 43615
(Address of Principal Executive Offices) (Zip Code)
Echlin Incentive and Savings Investment Plan
(Full Title of the Plan)
______________________________
Martin J. Strobel, Secretary
4500 Dorr Street
Toledo, Ohio 43615
(Name and Address of Agent for Service)
(419) 535-4500
(Telephone Number, Including Area Code, of Agent for Service)
______________________________
CALCULATION OF REGISTRATION FEE
- ---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED PER SHARE AGGREGATE OFFERING PRICE (2) REGISTRATION FEE (3)
- ---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
Common Stock, $1.00 par
value, and related 176,000 shares $38.41 $6,760,160 $1,995
Preferred Share Purchase
Rights
- ---------------------------- --------------------------- ------------------- ----------------------------- -----------------------
(1) Shares of common stock ("Dana Common Stock"), $1.00 par value, of Dana
Corporation covered by the Echlin Incentive and Savings Investment Plan for
certain employees of Dana.
(2) Calculated in accordance with Rule 457(c) and (h) under the Securities Act
of 1933, as amended (the "Securities Act"), computed by multiplying (A) the
average high and low prices of Dana Common Stock as reported on the New York
Stock Exchange, Inc. on December 18, 1998 ($38.41) by (B) 176,000,
representing the maximum number of shares of Dana Common Stock to be
registered pursuant to this Registration Statement.
(3) Calculated pursuant to Rule 457(h) under the Securities Act, as follows: The
proposed maximum aggregate offering price multiplied by .000295.
---------------
In addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Dana with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) Dana's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 (except for the consolidated financial statements for the
three years then ended, which are incorporated by reference to the
Current Report on Form 8-K filed on November 10, 1998);
(b) Dana's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998 (which information has not been restated
as a result of the merger with Echlin Inc., effective as of July 9,
1998) and September 30, 1998;
(c) Dana's Current Reports on Form 8-K filed March 12, 1998, May 4, 1998,
July 9, 1998, September 3, 1998 (8-K/A), September 18, 1998, and
November 10, 1998; and
(d) Description of Dana Common Stock, contained under the caption
"Description of Registrant's Securities to be Registered" in Dana's
Application for Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the Exchange Act on Form 8-A,
dated on or about July 12, 1946, as amended by Amendment to
Application or Report on Form 8, dated August 8, 1991, and "Dana
Capital Stock" in the Form S-4 effective June 1, 1998, as amended,
including any amendment or report filed with the Commission for the
purpose of updating such description.
All documents and reports subsequently filed by Dana Pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Virginia Stock Corporation Act, in certain circumstances Dana
is authorized to indemnify its directors and officers against liabilities
(including reasonable defense expenses) they may incur in proceedings in which
they are named as parties because of their positions as directors and officers
of Dana.
Pursuant to this authorization, the stockholders have adopted the SIXTH
Article of Dana's Restated Articles of Incorporation, as amended. This Article
provides that in any proceeding brought by a stockholder in the right of Dana or
on behalf of the stockholders, no director or officer of Dana shall be liable
for monetary damages exceeding $50,000 with respect to any transaction,
occurrence or course of conduct unless such person engaged in willful misconduct
or a knowing violation of criminal law or of any federal or state securities
law. The Article further provides that Dana shall indemnify any director or
officer who is a party to any proceeding (including a proceeding brought by a
stockholder on behalf of Dana or Dana's stockholders) by reason of the fact that
he or she is or was a director or officer of Dana against any liability incurred
in connection with such proceeding, unless he or she engaged in willful
misconduct or a knowing violation of criminal law. In addition, Dana will pay or
reimburse all reasonable expenses (including attorneys' fees) incurred by the
director or officer in connection with such proceeding in advance of the
disposition of the proceeding if certain conditions are met. In general, all
indemnification will be made in accordance with Section 13.1-701 of the Virginia
Stock Corporation Act.
As authorized in the Restated Articles of Incorporation, the Board of
Directors has adopted a By-law provision under which Dana will indemnify its
directors and officers in comparable manner against liabilities they may incur
when serving at Dana's request as directors, officers, employees or agents of
other corporations or certain other enterprises.
Dana carries primary and excess "Executive Liability and
Indemnification" insurance covering certain liabilities incurred by the
directors, elected officers, and certain appointed officers of Dana in the
performance of their duties. Coverage is either on a direct basis or through
reimbursement of amounts expended by Dana for indemnification of these
individuals. Subject to certain deductibles, the insurers will pay or reimburse
all covered costs incurred up to an annual aggregate of $100 million. Coverage
is excluded for purchases or sales of securities in violation of Section 16(b)
of the Exchange Act, deliberately fraudulent or willful violations of any
statute or regulation, illegal personal gain, and certain other acts.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
II-2
ITEM 9. UNDERTAKINGS
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment hereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toledo, State of Ohio, on this 22nd day of
December, 1998.
DANA CORPORATION
By: /s/ Martin J. Strobel
-------------------------------
Martin J. Strobel
Secretary
The undersigned directors and/or officers of Dana hereby
appoint Martin J. Strobel, Pamela W. Fletcher and Steven E. Keller and each of
them severally, as their true and lawful attorneys-in-fact, (i) to execute, in
their names and capacities as directors and/or officers of Dana, one or more
amendments to this Registration Statement on the appropriate forms, and all
exhibits, amendments and supplements thereto covering the offering and issuance
of Dana Common Stock pursuant to such Registration Statement, and (ii) to file,
in the name and on behalf of Dana, such registration statements and any related
documents with the Commission under the Securities Act and/or the Exchange Act.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive Officer:
Chairman of the Board and
/s/ S. J. Morcott Chief Executive Officer October 20, 1998
- ----------------------------------
S. J. Morcott
Principal Financial Officer:
/s/ J. S. Simpson Chief Financial Officer October 20, 1998
- ----------------------------------
J. S. Simpson
Principal Accounting Officer:
/s/ C. W. Hinde Chief Accounting Officer October 20, 1998
- ----------------------------------
C. W. Hinde
II-5
SIGNATURE TITLE DATE
--------- ----- ----
/s/ B. F. Bailar Director October 20, 1998
- ----------------------------------
B. F. Bailar
/s/ A. C. Baillie Director October 20, 1998
- ----------------------------------
A. C. Baillie
/s/ E. M. Carpenter Director October 20, 1998
- ----------------------------------
E. M. Carpenter
/s/ E. Clark Director October 20, 1998
- ----------------------------------
E. Clark
/s/ G. H. Hiner Director October 20, 1998
- ----------------------------------
G. H. Hiner
/s/ J. M. Magliochetti Director October 20, 1998
- ----------------------------------
J. M. Magliochetti
/s/ M. R. Marks Director October 20, 1998
- ----------------------------------
M. R. Marks
/s/ R. B. Priory Director October 20, 1998
- ----------------------------------
R. B. Priory
/s/ J. D. Stevenson Director October 20, 1998
- ----------------------------------
J. D. Stevenson
/s/ T. B. Sumner, Jr. Director October 20, 1998
- ----------------------------------
T. B. Sumner, Jr.
II-6
The Plan. Pursuant to the requirements of the Securities Act,
the trustee has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this 22nd day of December, 1998.
ECHLIN INCENTIVE AND SAVINGS PLAN
By THE CHASE MANHATTAN BANK, as Trustee
By: /s/ Gregory J. Di Pretoro
---------------------------------
Gregory J. Di Pretoro
Vice President
The Chase Manhattan Bank
II-7
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
- -------
4 Echlin Incentive and Savings Investment Plan (incorporated by
reference to Exhibit 28.1 to Echlin's Registration Statement No.
2-92426 filed July 24, 1984).
5 Internal Revenue Service determination letter that the
Echlin Incentive and Savings Investment Plan is qualified
under Section 401 of the Internal Revenue Code of 1986, as
amended.
23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
II-8
Exhibit 5
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
06-0330448
Date: October 25, 1994 File Folder Number:
063000709
ECHLIN INC. Person to Contact:
C/O JANET MENTI ESQ. JOSEPH SCHIANO
C/O WILLIAM MERCER INC Contact Telephone Number:
301 TRESSER BLVD (203) 773-2237
STAMFORD, CT 06501 Plan Name:
ECHLIN INC INCENTIVE PLAN AND SAVINGS
INVESTMENT PLAN
Plan Number: 101
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
June 9, 1994.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This letter is issued under Re. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of this section 1.401(a)(4) -4(b) of the regulations with respect
to those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or features
for which you have provided information.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter".
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Dana Corporation of our report dated January 21, 1998,
except for the business combination with Echlin Inc. which is as of November 6,
1998, relating to the consolidated financial statements of Dana Corporation
which appears in the Current Report on Form 8-K dated November 9, 1998 of Dana
Corporation. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears on page 40 of such Current
Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
December 22, 1998
