Dana Corp. 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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): September 1, 2005
Dana
Corporation
(Exact name of registrant as specified in its charter)
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Virginia
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1-1063
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34-4361040 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
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4500 Dorr Street, Toledo, Ohio
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43615 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (419) 535-4500
(Former name or former address, if changed since last report)
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 7.01. Regulation FD Disclosure.
On September 1, 2005, Dana Corporation (Dana) issued a news release announcing the completion
of two separate transactions: the dissolution by Dana and The Daido Metal Company of their joint
venture, which manufactured engine bearings and related materials in Atlantic, Iowa and
Bellefontaine, Ohio, and the sale of Danas fuel-rail business, consisting of a production facility
in Angola, Indiana. A copy of the news release is furnished as Exhibit 99.1 to this Current
Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Dana Corporation news release dated September 1, 2005
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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.
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Dana Corporation
(Registrant)
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Date: September 1, 2005
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By:
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/s/ Michael L. DeBacker |
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Michael L. DeBacker
Vice President, General Counsel and Secretary |
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Exhibit Index
99.1 Dana Corporation news release dated September 1, 2005
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Exhibit 99.1
Exhibit 99.1
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Contact: |
Todd Romain
(419) 535-4727
todd.romain@dana.com |
DANA CORPORATION ANNOUNCES DISSOLUTION OF ENGINE BEARINGS
JOINT VENTURE AND SALE OF FUEL-RAIL BUSINESS
TOLEDO, Ohio, September 1, 2005 Dana Corporation (NYSE: DCN) announced today that it has
completed two transactions that support the companys focus on its core businesses and markets.
Dana and The Daido Metal Company have dissolved their joint venture, which manufactured engine
bearings and related materials in Atlantic, Iowa, and Bellefontaine, Ohio. Dana previously had a
70-percent interest in the joint venture, which was consolidated for financial reporting purposes.
Dana now has assumed full ownership of the Atlantic facility, which employs approximately 320
people and had 2004 sales of $47 million, including sales of $14 million to Dana. This operation
will continue to service Danas commercial vehicle and industrial customers. Daido has assumed
full ownership of the Bellefontaine facility, which will service its light-duty customers. This
operation employs approximately 350 people and had sales of $44 million in 2004, including sales of
$26 million to Dana.
In a separate transaction, Dana has sold its fuel-rail business, consisting of a production
facility in Angola, Ind., with nearly 250 people and sales of approximately $38 million in 2004.
The buyer, Millennium Industries, is an Auburn Hills, Mich.-based manufacturer of automotive fuel
systems. While Dana has exited the fuel-rail business, it will continue to design and manufacture
a wide array of fluid-transfer components and systems for its light- and heavy-vehicle customers.
These transactions support our ongoing commitment to simplify our business, strengthen our
financial performance, and execute our core product strategies, said Dana Chairman and CEO Mike
Burns.
The operations in Bellefontaine and Angola are now better aligned with companies committed to
their respective market niches, he added. We thank the people at Bellefontaine and Angola for
their many years of outstanding service to Dana and our customers and wish them the best going
forward.
Dana expects these transactions to result in an aggregate after-tax charge of approximately $11
million, or 7 cents per share, which will be reported as an unusual item in the third quarter. The
companys 2005 earnings guidance excludes gains and losses on asset sales and divestitures and
other unusual items.
- more -
About Dana Corporation
Dana people design and manufacture products for every major vehicle producer in the world. Dana is
focused on being an essential partner to automotive, commercial, and off-highway vehicle customers,
which collectively produce more than 60 million vehicles every year. A leading supplier of axle,
driveshaft, engine, frame, chassis, and transmission technologies, Dana employs 46,000 people in 28
countries. The company is based in Toledo, Ohio, and reported sales of $9.1 billion in 2004.
Danas Internet address is: www.dana.com.
Forward-Looking Statements
Statements in this release about the anticipated charges resulting from the reported transactions
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements represent Danas expectations based on our current information
and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. The
actual charges could differ from those that are anticipated due to post-closing adjustments related
to these transactions. Dana does not undertake to update any forward-looking statements in this
release.
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