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UNITED STATES
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2004
Dana Corporation
| Virginia | 1-1063 | 34-4361040 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) | |||
| 4500 Dorr Street, Toledo, Ohio |
43615 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (419) 535-4500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01. Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| Signatures | ||||||||
| EX-99.1 Press Release of Dana Corporation Dated 12/7/04 | ||||||||
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Item 8.01. Other Events.
On December 7, 2004, Dana issued a news release announcing its plans to make a private placement of $450 million in principal amount of notes. A copy of that release is attached to this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c)
|
Exhibits | |||
| 99.1 | Press release of Dana Corporation dated December 7, 2004 | |||
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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 7, 2004 | By: | /s/ Michael L. DeBacker | ||
| Name: | Michael L. DeBacker | |||
| Title: | Vice President, General Counsel and Secretary |
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Exhibit 99.1
| Contact: | Michelle Hards | |||
| (419) 535-4636 | ||||
| michelle.hards@dana.com | ||||
|
DANA CORPORATION PLANS TO SELL NOTES
Toledo, Ohio, December 7, 2004 – Dana Corporation (NYSE: DCN) announced today that it plans to make a private placement of $450 million in principal amount of notes. The company expects to commence the offering shortly. Dana expects to use the net proceeds from the offering of the notes, together with proceeds from the sale of its automotive aftermarket businesses, to make approximately $200 million of pension fund contributions and to purchase its outstanding indebtedness in a tender offer currently in progress. Any remaining proceeds will not be used for general corporate purposes. The notes will be general, unsecured obligations of the company. The notes will not be registered under the Securities Act of 1933 and may not be offered or sold absent registration or an applicable exemption from registration requirements.
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