[Dana Logo] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A-1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 Commission file number 1-1063 DANA CORPORATION (Exact name of registrant as specified in its charter) Virginia 34-4361040 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 4500 Dorr Street, Toledo, Ohio 43615 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (419) 535-4500 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None ------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant at February 16, 2001 was approximately $2,570,000,000. There were 147,926,157 shares of registrant's Common Stock, $1 Par Value, outstanding at February 16, 2001. DOCUMENTS INCORPORATED BY REFERENCE
Title of each class Name of each exchange on which registered Common Stock, $1 par value New York Stock Exchange and Pacific Exchange The Exhibit Index is located at pages 18 - 19 of the sequential numbering system. 1
DOCUMENT WHERE INCORPORATED 1. Proxy Statement for Annual Meeting of Part III Shareholders to be held on April 4, 2001. 2. Annual Report to Shareholders for year Parts I, II, IV ended December 31, 2000. The purpose of this amendment is to add Exhibits 4-H through 4-LL to the Exhibit Index for this report and to the list of exhibits in Part IV, Item 14(a)(3). The Exhibit Index is reprinted in full and, except for the added Exhibits, is identical to the Exhibit Index in our originally filed report. 2 EXHIBIT INDEX 3
No. Description Method of Filing 3-A Restated Articles of Incorporation Filed by reference to Exhibit 3-A to our Form 10-Q for the quarter ended June 30, 1998 3-B By-Laws, effective October 16, 2000 Filed by reference to Exhibit 3-B to our Form 10-Q for the quarter ended September 30, 2000 4-A Specimen Single Denomination Stock Filed by reference to Exhibit 4-B to our Certificate Registration Statement No. 333-18403 filed December 20, 1996 4-B Rights Agreement, dated as of April 25, 1996, Filed by reference to Exhibit 1 to our Form 8-A between Dana and ChemicalMellon Shareholder filed May 1, 1996 Services, L.L.C., Rights Agent 4-C Indenture for Senior Securities between Dana Filed by reference to Exhibit 4-B of our and Citibank, N.A., Trustee, dated as of Registration Statement No. 333-42239 filed December 15, 1997 December 15, 1997 4-D First Supplemental Indenture between Dana, as Filed by reference to Exhibit 4-B-1 to our Report Issuer, and Citibank, N.A., Trustee, dated as on Form 8-K dated March 12, 1998 of March 11, 1998 4-E Form of 6.5% Notes due March 15, 2008 and Filed by reference to Exhibit 4-C-1 to our Report 7.00% Notes due March 15, 2028 on Form 8-K dated March 12, 1998 4-F Second Supplemental Indenture between Dana, Filed by reference to Exhibit 4.B.1 to our Form as Issuer, and Citibank, N.A., Trustee, dated 8-K dated March 2, 1999 as of February 26, 1999 4-G Form of 6.25% Notes due 2004, 6.5% Notes due Filed by reference to Exhibit 4.C.1 to our Form 2009, and 7.0% Notes due 2029 8-K dated March 2, 1999 4-H Issuing and Paying Agent Agreement between This exhibit is not filed. We agree to furnish a Dana Credit Corporation (DCC), as Issuer, and copy of this exhibit to the Commission upon Bankers Trust Company, Issuing and Paying request. agent, dated as of December 6, 1999, with respect to DCC's $500 million medium-term notes program 4-I Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and copy of this exhibit to the Commission upon Metropolitan Life Insurance Company for 7.18% request. notes due April 8, 2006, in the principal amount of $37 million 4-J Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and Texas copy of this exhibit to the Commission upon Life Insurance Company for 7.18% notes due request. April 8, 2006, in the principal amount of $3 million 4-K Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and copy of this exhibit to the Commission upon Nationwide Life Insurance Company for 6.93% request. notes due April 8, 2006, in the principal amount of $35 million 4
4-L Note Agreement dated April 8, 1997, by This exhibit is not filed. We agree to furnish a and between Dana Credit Corporation and The copy of this exhibit to the Commission upon Great-West Life & Annuity Insurance Company request. for 7.03% notes due April 8, 2006, in the aggregate principal amount of $13 million 4-M Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish between Dana Credit Corporation and The a copy of this exhibit to the Commission upon Great-West Life Assurance Company for request. 7.03% notes due April 8, 2006, in the principal amount of $7 million 4-N Note Agreements (three) dated August 28, This exhibit is not filed. We agree to furnish a 1997, by and between Dana Credit Corporation copy of this exhibit to the Commission upon and Connecticut General Life Insurance request. Company for 6.79% notes due August 28, 2004, in the aggregate principal amount of $16 million 4-O Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and Life copy of this exhibit to the Commission upon Insurance Company of North America for request. 6.79% notes due August 28, 2004, in the principal amount of $4 million 4-P Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and The copy of this exhibit to the Commission upon Northwestern Mutual Life Insurance Company request. for 6.88% notes due August 28, 2006, in the principal amount of $20 million 4-Q Note Agreements (four) dated August 28, 1997, This exhibit is not filed. We agree to furnish a by and between Dana Credit Corporation and copy of this exhibit to the Commission upon Sun Life Assurance Company of Canada for request. 6.88% notes due August 28, 2006, in the aggregate principal amount of $9 million 4-R Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and copy of this exhibit to the Commission upon Massachusetts Casualty Insurance Company for request. 6.88% notes due August 28, 2006, in the principal amount of $1 million 4-S Note Agreements (four) dated December 18, This exhibit is not filed. We agree to furnish a 1998, by and between Dana Credit Corporation copy of this exhibit to the Commission upon and Sun Life Assurance Company of Canada for request. 6.59% notes due December 1, 2007, in the aggregate principal amount of $12 million 4-T Note Agreements (five) dated December 18, This exhibit is not filed. We agree to furnish a 1998, by and between Dana Credit Corporation copy of this exhibit to the Commission upon and The Lincoln National Life Insurance request. Company for 6.59% notes due December 1, 2007, in the aggregate principal amount of $25 million 5
4-U Note Agreement dated December 18, 1998, by This exhibit is not filed. We agree to furnish a and between Dana Credit Corporation and The copy of this exhibit to the Commission upon Northwestern Mutual Life Insurance Company request. for 6.48% notes due December 1, 2005, in the principal amount of $15 million 4-V Note Agreement dated August 16, 1999, by This exhibit is not filed. We agree to furnish a and between Dana Credit Corporation copy of this exhibit to the Commission upon and Connecticut General Life Insurance request. Company for 7.91% notes due August 16, 2006, in the principal amount of $15 million 4-W Note Agreements (two) dated August 16, 1999, This exhibit is not filed. We agree to furnish a by and between Dana Credit Corporation and copy of this exhibit to the Commission upon The Northwestern Mutual Life Insurance request. Company for 7.91% notes due August 16, 2006, in the aggregate principal amount of $15 million 4-X Note Agreement dated August 16, 1999, This exhibit is not filed. We agree to furnish a by and between Dana Credit Corporation and copy of this exhibit to the Commission upon Allstate Life Insurance Company for 7.58% request. notes due August 16, 2004, in the principal amount of $10 million 4-Y Note Agreement dated August 16, 1999, by This exhibit is not filed. We agree to furnish a and between Dana Credit Corporation and copy of this exhibit to the Commission upon Allstate Insurance Company for 7.58% notes request. due August 16, 2004, in the principal amount of $5 million 4-Z Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and New York copy of this exhibit to the Commission upon Life Insurance and Annuity Corporation request. Institutionally Owned Life Insurance Separate Account for 7.58% notes due August 16, 2004, in the principal amount of $5 million 4-AA Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and New York copy of this exhibit to the Commission upon Life Insurance and Annuity Corporation for request. 7.58% notes due August 16, 2004, in the principal amount of $10 million 4-BB Note Agreement dated August 16, 1999, This exhibit is not filed. We agree to furnish a by and between Dana Credit Corporation copy of this exhibit to the Commission upon and Principal Life Insurance Company for request. 7.58% notes due August 16, 2004, in the principal amount of $30 million 4-CC Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and First copy of this exhibit to the Commission upon Trenton Indemnity Company for 7.58% notes due request. August 16, 2004, in the principal amount of $2.5 million 6
4-DD Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and Travelers copy of this exhibit to the Commission upon Casualty and Surety Company for 7.58% notes request. due August 16, 2004, in the principal amount of $10 million 4-EE Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and The copy of this exhibit to the Commission upon Travelers Insurance Company for 7.58% notes request. due August 16, 2004, in the principal amount of $2.5 million 4-FF Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and Allstate copy of this exhibit to the Commission upon Life Insurance Company for 7.42% notes due request. December 15, 2004, in the principal amount of $14 million 4-GG Note Agreement dated December 7, 1999, by This exhibit is not filed. We agree to furnish a and between Dana Credit Corporation and copy of this exhibit to the Commission upon Columbia Universal Life Insurance Co. for request. 7.42% notes due December 15, 2004, in the principal amount of $1 million 4-HH Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and The copy of this exhibit to the Commission upon Northwestern Mutual Life Insurance Company request. for 7.42% notes due December 15, 2004, in the principal amount of $14 million 4-II Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and The copy of this exhibit to the Commission upon Northwestern Mutual Life Insurance Company request. for its Group Annuity Separate Account for 7.42% notes due December 15, 2004, in the principal amount of $1 million 4-JJ Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and Pacific copy of this exhibit to the Commission upon Life and Annuity Company for 7.42% notes due request. December 15, 2004, in the principal amount of $5 million 4-KK Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and United copy of this exhibit to the Commission upon Life Insurance Company for 7.42% notes due request. December 15, 2004, in the principal amount of $3 million 4-LL Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a between Dana Credit Corporation and copy of this exhibit to the Commission upon Companion Life Insurance Company for 7.42% request. notes due December 15, 2004, in the principal amount of $2 million 10-A Additional Compensation Plan Filed by reference to Exhibit A to our Proxy Statement dated March 3, 2000 10-B 1997 Stock Option Plan Filed by reference to Exhibit A to our Proxy Statement dated March 5, 1999 10-B(1) First Amendment to 1997 Stock Option Plan Filed by reference to Exhibit B to our Proxy Statement dated March 2, 2001 7
10-C Excess Benefits Plan Filed by reference to Exhibit 10-F to our Form 10-K for the year ended December 31, 1998 10-C(1) First Amendment to Excess Benefits Plan Filed by reference to Exhibit 10-C(1) to our Form 10-Q for the quarter ended September 30, 2000 10-D Director Deferred Fee Plan Filed by reference to Exhibit B to our Proxy Statement dated February 28, 1997 10-D(1) First Amendment to Director Deferred Fee Plan Filed by reference to Exhibit 10-I(1) to our Form 10-Q for the quarter ended March 31, 1998 10-D(2) Second Amendment to Director Deferred Fee Filed by reference to Exhibit 10-I(2) to our Form Plan 10-K for the year ended December 31, 1998 10-E Employment Agreement between Dana and J.M. Filed with this Report Magliochetti 10-F Change of Control Agreement between Dana and Filed by reference to Exhibit 10-J(4) to our Form W.J. Carroll. There are substantially 10-K for the year ended December 31, 1997 similar agreements with R.L. Clayton, B.N. Cole, M.A. Franklin, C.F. Heine, J.M. Laisure, R.C. Richter, and E.J. Shultz 10-G Collateral Assignment Split-Dollar Insurance Filed with this Report Agreement for Universal Life Policies between Dana and J.M. Magliochetti. There are substantially similar agreements with W.J. Carroll, M.A. Franklin, and E.J. Shultz 10-H Supplemental Benefits Plan Filed by reference to Exhibit 10-K to our Form 10-K for the year ended December 31, 1998 10-I 1999 Restricted Stock Plan Filed by reference to Exhibit B to our Proxy Statement dated March 5, 1999 10-J 1998 Directors' Stock Option Plan Filed by reference to Exhibit A to our Proxy Statement dated February 27, 1998 10-K Supplementary Bonus Plan Filed by reference to Exhibit 10-N to our Form 10-Q for the quarter ended June 30, 1995 13 Those sections of our 2000 Annual Report that Filed with this Report are referred to in this Form 10-K 21 Subsidiaries of Dana Filed with this Report 23 Consent of PricewaterhouseCoopers LLP Filed with this Report 24 Power of Attorney Filed with this Report SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DANA CORPORATION ----------------------------------------- (Registrant) Date: October 23, 2001 By: /s/ Michael L. DeBacker ----------------------------------------- Michael L. DeBacker, Vice President 8