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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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Dana Corporation
(Name of Subject Company)
Dana Corporation
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
235811 10 6
(CUSIP Number of Class of Securities)
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Michael L. DeBacker, Secretary
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
(419) 535-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Adam O. Emmerich
David C. Karp
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Michelle Hards
(419) 535-4636
michelle.hards@Dana.com
DANA RESPONDS TO ARVINMERITOR ANNOUNCEMENT
Toledo, Ohio, July 8, 2003 - Dana Corporation (NYSE: DCN) issued the following
statement today, in response to the announcement by ArvinMeritor, Inc. (NYSE:
ARM) that it plans to commence a tender offer for outstanding Dana shares.
ArvinMeritor's offer will be evaluated by the Board of Directors of Dana. Within
ten business days from the date of commencement of ArvinMeritor's tender offer,
Dana will advise Dana shareholders of its position regarding the offer, and
state its reasons for such position. Accordingly, Dana urges its shareholders to
defer making a determination whether to accept or reject ArvinMeritor's offer
until they have been advised of Dana's position with respect to the offer.
Dana's shareholders, and its customers, suppliers and employees, are strongly
advised to carefully read Dana's solicitation/recommendation statement, when it
becomes available, regarding the tender offer referred to in this press release,
because it will contain important information. Free copies of the
solicitation/recommendation statement, which will be filed by Dana with the
Securities and Exchange Commission, will be available at the SEC's web site at
www.sec.gov, or at the Dana web site at www.dana.com, and will also be
available, without charge, by directing requests to Dana's Investor Relations
Department.
Dana is a global leader in the design, engineering, and manufacture of
value-added products and systems for automotive, commercial, and off-highway
vehicle manufacturers and their related aftermarkets. The company employs more
than 60,000 people worldwide. Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer service facilities
in 30 countries. The company reported 2002 sales of $9.5 billion.
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Exhibit 99.2
TEXT OF RECORDED MESSAGE FROM JOE MAGLIOCHETTI TO DANA EMPLOYEES
Good morning, and welcome to this edition of the CEO Messages. This morning on
the newswire ArvinMeritor announced a hostile bid for the Dana Corporation at a
bid price of $15.00. This announcement came just minutes following a phone call
I received from their CEO and Chairman, Mr. Larry Yost, alerting us to this
action.
This was not the first contact from ArvinMeritor on this matter. Earlier
proposals received during the past 30 days from ArvinMeritor at a lesser value
were carefully considered by our Board of Directors with the advice of expert
outside bankers and legal advisors. These proposals were unanimously rejected by
our board.
Obviously, these are significant and important decisions for our board and for
the company. They are not taken lightly. As you know, we have been engaged in a
significant restructuring program within Dana. Our progress has been
substantial, and most of the heavy lifting is nearly completed. The ultimate
benefit to the company and our shareholders will be significant. Many investors
have recognized this potential and our shares have gained value over the past
several weeks. Certainly an unsolicited bid for the company was always a
possibility, but not expected.
At this juncture there is a very clear process for dealing with such a proposal.
When we finally see the proposal and understand the offer, our board will again
carefully consider the alternatives. We have several options available to us.
Legally we will be required to publish our response within 10 business days, and
we fully intend to do so. During this period, many of our people have offered
their assistance. However, the best assistance you can provide is to simply do
your job as effectively as possible, continue our improvement initiatives, and
serve our customers well.
We will keep you posted periodically of our progress, and as always, we
appreciate your support and commitment.
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Dana's shareholders are strongly advised to carefully read Dana's
solicitation/recommendation statement, when it becomes available, regarding the
tender offer referred to in this press release, because it will contain
important information. Free copies of the solicitation/recommendation statement,
which will be filed by Dana with the Securities and Exchange Commission, will be
available at the SEC's web site at www.sec.gov, or at the Dana web site at
www.dana.com, and will also be available, without charge, by directing requests
to Dana's Investor Relations Department.