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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. 17)
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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) (27) Summary of Dana Global Communication Webcast (summary
posted to Dana intranet site October 10, 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 10, 2003
-2-
INDEX OF EXHIBITS
Exhibit No. Description
- --------------- ---------------------------------------------------------------
(a) (27) Summary of Dana Global Communication Webcast (summary
posted to Dana intranet site October 10, 2003)
-3-
EXHIBIT (a) (27)
[DANA LOGO]
GLOBAL COMMUNICATION WEBCAST o Executive Summary
The Oct. 8, 2003 Dana Global Communication Webcast was the first in a series of
enhanced, interactive communications with Dana people worldwide. The live
webcast reached Dana people at more than 400 locations in 20 countries and 21
U.S. states. Following is a summary of some of the key messages communicated
during this webcast.
[begin two column formatting. First column:]
BILL CARROLL [picture inset of Bill Carroll]
ACTING PRESIDENT & CHIEF OPERATING OFFICER
Together, we are all still coming to terms with the untimely passing of our
leader, Joe Magliochetti. No one cared more about the Dana Corporation than "Joe
Mag." As difficult as it is to comprehend Joe's passing, we must move on. Our
resolve is only strengthened with an absolute determination to realize the
promise Joe always saw in Dana people and the bright future he envisioned for
our company.
The Board of Directors and Policy Committee are unified in our commitment to
moving forward with complete continuity. Under Joe's guidance, our leadership
charted a course that Dana will continue to pursue. There is no "new plan" or
"new direction." We're working the plans that we developed together.
The aggressive actions Dana has taken over the past two years are delivering
results, and we are confident that Dana is positioned for further growth and
success as we move forward. But, as we look to the fourth quarter and beyond, we
cannot afford to "let up." We must quicken the pace and capitalize on the
momentum we've achieved. The best way to grow Dana and fend off external
challenges is to deliver on our promises.
BOB RICHTER [picture inset of Bob Richter]
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
On July 9, 2003, ArvinMeritor launched an unsolicited tender offer for all
outstanding shares of Dana common stock at a price of $15 per share. Our Board
rejected ArvinMeritor's offer because the Board found it to be a financially
inadequate, high-risk proposition that is not in the best interests of the
company or its shareholders.
Dana has benefited from its restructuring efforts, which have positively
impacted our performance, and at our last analysts' call, we provided earnings
guidance of $2 per share for 2004. Delivering on this performance is our
strongest defense against ArvinMeritor. Let me explain. At a normal
price-to-earnings ratio of 10-times earnings per share, $2 in EPS would
translate to a $20 trading price. If we were trading at $20, for example,
ArvinMeritor would likely be forced to raise its offer price significantly or to
abandon its pursuit of Dana. Analyst and media reports suggest that ArvinMeritor
is very near its limits on cash. Therefore, a higher offer would likely involve
a combination of cash and ArvinMeritor stock. In that event, in addition to
price, shareholders would be likely to consider which management team is best
suited to run Dana for the long term. If we achieve our performance objectives,
on top of the credibility we've already gained through restructuring, we believe
that it would be hard for ArvinMeritor to win that argument.
On September 30, ArvinMeritor announced that it would underperform analysts'
expectations for the third and fourth
[second column:]
[boxed inset: (white text on grayed background)]
Global Communication Webcast Takeaways
[checkmark] Focus on improved performance
[checkmark] Continuity is essential and in place at Dana
[checkmark] Speed and adaptability are critical
[checkmark] We must move further, faster
[checkmark] Never compromise our integrity
[checkmark] Technology is key
[checkmark] Keep working our plan; our plan is working
[checkmark] Dana people are at the heart of our success and
your efforts are sincerely appreciated
calendar quarters of 2003, and its stock lost about 12% of its value as the
market reacted. We expect that this kind of performance will make ArvinMeritor's
pursuit of Dana more difficult.
However, this may be a long war. ArvinMeritor has already extended the offer
twice. Based on its previous statements, we believe that it will continue to do
so until it can effectively put the matter to a shareholder vote at our next
annual meeting, which we expect to hold by July 2, 2004. ArvinMeritor said that,
if necessary, it will propose a slate of directors who support the offer. In
that event, Dana shareholders will have to decide whether to vote for
ArvinMeritor's candidates or the directors proposed by our Board. We expect that
how we perform during the next 3 to 4 quarters will be an important factor that
our shareholders will consider if they face this vote. As such, we must continue
to "deliver the goods." However, as we pursue our performance objectives, we
must do so with absolute integrity. It is important that we achieve our goals,
but we must also preserve the integrity that has been Dana's hallmark for nearly
a century.
GUS FRANKLIN [picture inset of Gus Franklin]
PRESIDENT DANA INTERNATIONAL & GLOBAL INITIATIVES
Organizational continuity is vital - and securely in place at Dana. Our current
leadership is clear. Acting Chairman Glen Hiner and Acting President and COO
Bill Carroll are at the helm and have the full support of Dana's management
team.
Moving forward, our direction is not changing. The speed at which we move,
however, must be accelerated. And we will continue to evolve our business
processes to maximize returns to Dana and its shareholders. Many processes will
be driven across the organization, and some will be "centralized." We recognize
that this is a sensitive word within Dana, but what we're really talking about
is identifying those areas where we can more fully benefit from the leverage of
a $10 billion company.
Global sourcing is one such area. There are tremendous potential benefits to be
realized from coordinating our efforts in this arena. Furthermore, by largely
centralizing these activities, SBUs will be freed to focus more intently on our
customers, which is essential. Ultimately, this type of coordination is all
about doing what's best for Dana and our shareholders.
(c) Dana Corporation, 2003