UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 3, 2003
DANA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA
(State or Other Jurisdiction of Incorporation)
1-1063 34-4361040
(Commission File Number) (IRS Employer Identification Number)
4500 DORR STREET, TOLEDO, OHIO, 43615
(Address of Principal Executive Offices, Including Zip Code)
(419) 535-4500
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On December 3, 2003, Dana Corporation (the "Company") issued a press
release (a copy of which is set forth as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference herein) announcing the Company's
intention to divest its Automotive Aftermarket Group. In commenting on the
potential impact of the contemplated transaction on Dana's earnings guidance for
2004 of $2.00 per share, the Company's Chief Financial Officer, Robert C.
Richter, noted that if the proposed transaction were to be completed by the end
of the second quarter of 2004, the Company would expect the effect on its $2.00
guidance to be no more than 10 cents per share, although the actual impact would
depend upon the eventual sales price, timing and use of proceeds. Mr. Richter
also noted that the transaction, like most divestitures, will be dilutive in the
short-run, but is expected to add to earnings in the longer-term as the company
re-invests the proceeds into its core businesses.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by Dana Corporation on December 3, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dana Corporation
(Registrant)
Date: December 3, 2003 By: /s/ MICHAEL L. DEBACKER
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Name: Michael L. DeBacker
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
99.1 Press Release issued by Dana Corporation on December 3, 2003.
EXHIBIT 99.1
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[DANA LOGO]
Contact: Michelle Hards
(419) 535-4636
michelle.hards@dana.com
DANA CORPORATION ANNOUNCES INTENTION TO DIVEST AFTERMARKET GROUP
COMPANY TO FOCUS ON SUPPORTING GLOBAL ORIGINAL EQUIPMENT CUSTOMERS
TOLEDO, Ohio, December 3, 2003 - In a move to sharpen Dana Corporation's (NYSE:
DCN) focus on the original equipment marketplace, its Board of Directors
announced today that it intends to divest the company's Automotive Aftermarket
Group. The Board stated that the key benefit of this action is the enhanced
strategic focus it will bring to the company.
Commenting on the announcement, Dana's Acting President and Chief Operating
Officer Bill Carroll said, "This move will enable us to leverage our historic
strengths in product and process technology to the benefit of our OE customers -
and ultimately, our shareholders."
Dana's Automotive Aftermarket Group produces and markets a broad line of
replacement products, including Raybestos(R) brakes, Wix(R) filters, and a
variety of under-vehicle components. The group, which employs more than 15,000
people worldwide, reported sales of approximately $2.2 billion in 2002. The
proposed divestiture does not involve Dana's Clevite distribution and marketing
activities based in Ann Arbor, Mich., or its related operations in Churubusco,
Ind.; Collierville, Tenn.; and Olive Branch, Miss.
"As the largest manufacturer of replacement parts and components in the
aftermarket sector, our Automotive Aftermarket Group features some of the
world's leading under-hood and under-vehicle brands," Mr. Carroll added. "This
business has been made even stronger by our restructuring efforts over the past
two years, which have included a renewed focus on our customers and have
enhanced our efficiency, quality, and service. Ultimately, we believe the
Aftermarket Group's future opportunities will be optimized under new ownership
that is principally dedicated to the automotive aftermarket.
"At the same time, we believe Dana will be best served as we dedicate our
resources to providing innovative systems solutions to the light vehicle,
commercial vehicle, and off-highway markets," he said.
Mr. Carroll said that possible uses of proceeds from a sale include reinvestment
in the company's core businesses; the further reduction of Dana's debt, which
would likely accelerate the company's return to investment-grade status; and a
contribution to the company's pension plans.
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"We believe this action will significantly enhance Dana's strategic and
financial flexibility, while adding value for our shareholders," Mr. Carroll
said.
Dana said it is targeting completion of the divestiture in 2004. Credit Suisse
First Boston and Goldman, Sachs & Co. have been retained by Dana to assist in
the sale process.
STATEMENTS MADE IN THIS RELEASE INDICATING DANA MANAGEMENT'S INTENTIONS,
BELIEFS, EXPECTATIONS OR PREDICTIONS FOR THE FUTURE ARE FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS ARE ONLY PREDICTIONS AND MAY DIFFER MATERIALLY FROM
ACTUAL OR FUTURE EVENTS OR RESULTS. SUCH FORWARD-LOOKING STATEMENTS ARE NOT
GUARANTEES OF FUTURE PERFORMANCE AND MAY INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. SUCH RISKS AND UNCERTAINTIES INCLUDE
THE SUCCESS AND TIMING OF THE CONTEMPLATED DIVESTITURE OF THE AUTOMOTIVE
AFTERMARKET GROUP AND OTHER FACTORS DISCUSSED FROM TIME TO TIME IN DANA'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
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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