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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
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DANA CORPORATION
(Name of Subject Company)
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DANA CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(including the Associated Series A Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
235811 10 6
(CUSIP Number of Class of Securities)
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Michael L. DeBacker, Esq.
Vice President, General Counsel and 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, Esq.
David C. Karp, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[] Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
The purpose of this amendment is to amend and supplement Item
9 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously
filed by Dana Corporation, a Virginia corporation, on July 22, 2003, as
thereafter amended, and to add an additional Exhibit and revise the Exhibit
Index accordingly.
Item 9. Exhibits.
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Exhibit No. Description
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(a) (26) Press release issued by Dana on October 2, 2003
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
DANA CORPORATION
By: /s/ Robert C. Richter
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Robert C. Richter
Vice President and
Chief Financial Officer
Dated: October 3, 2003
-2-
INDEX OF EXHIBITS
Exhibit No. Description
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(a) (26) Press release issued by Dana on October 2, 2003
-3-
Exhibit (a)(26)
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Contact: Michelle Hards
(419) 535-4636
michelle.hards@dana.com
DANA CORPORATION COMMENTS ON
SECOND EXTENSION OF ARVINMERITOR TENDER OFFER
TOLEDO, OHIO, OCTOBER 2, 2003 --Dana Corporation (NYSE: DCN) issued the
following statement today in response to the announcement by ArvinMeritor, Inc.
(NYSE: ARM) that it will extend for a second time the expiration of its tender
offer for all outstanding Dana shares.
"On July 22, Dana's Board of Directors rejected ArvinMeritor's offer after a
thorough review and consultation with its legal and financial advisors," said
Bill Carroll, Acting President and Chief Operating Officer. "The Board concluded
at that time that the offer was a financially inadequate, high-risk proposal
that was not in the best interests of Dana or its shareholders, and nothing has
changed with respect to the offer since that time. Dana's restructuring and
transformation efforts are producing results and the Board believes that the
company's ongoing strategy is a better way to enhance value for our
shareholders."
Dana Vice President and Chief Financial Officer Bob Richter noted, "It is
significant that in the nearly three months since ArvinMeritor originally made
this unsolicited offer, it has not yet announced that it has the necessary
financing for the transaction. In addition, the major antitrust challenges that
Dana's Board noted from the start were underscored by the `second request'
issued by the FTC in early September. Also, ArvinMeritor is now talking about
significant potential divestitures of the combined company's commercial vehicle
axle assets and other businesses. Significant divestitures of that nature would
appear to limit opportunities for synergies and change the strategic premise for
the transaction that ArvinMeritor originally proposed to shareholders. For all
of these reasons, investors understandably continue to question whether this
deal makes sense."
Dana's shareholders, and its customers, suppliers and employees, are strongly
advised to read carefully Dana's solicitation/recommendation statement regarding
ArvinMeritor's tender offer, because it contains important information. Free
copies of the solicitation/recommendation statement and the related amendments,
which have been filed by Dana with the Securities and Exchange Commission, are
available at the SEC's web site at WWW.SEC.GOV, or at the Dana web site at
WWW.DANA.COM, and also by directing requests to Dana's Investor Relations
Department or Dana's information agent, D.F. King & Co., Inc., at
1-800-901-0068.
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
approximately 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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