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

Dana Corporation

Virginia		1-1063		34-4361040
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 1.01. Entry into a Material Definitive Agreement.

     (a) On February 28, 2006, the Board of Directors (the Board) of Dana Corporation (Dana) approved the Dana Corporation Annual Incentive Plan (the Plan), which is designed to provide performance-based incentives to key employees of Dana and its subsidiaries for 2006 and 2007. Award opportunities under the Plan are available to three groups of employees: “Critical Leaders” designated by the Compensation Committee (the Committee) of the Board, “Key Leaders” designated by the Committee, and “Dana Leaders” designated by the Chief Executive Officer (CEO). Among others, the Committee has designated the CEO and two other executive officers as Critical Leaders and one other executive officer as a Key Leader.

     The award opportunities for all participants are based on performance measures and goals established by the Committee for awards at threshold, target and superior performance levels. For 2006, all participants have corporate financial performance goals. Key Leaders and Dana Leaders with product responsibilities also have product group financial performance goals.

     The amount of the award payments will vary depending on the extent to which the performance goals are achieved. Payments under the Plan for achievement at the target performance level will range from 15% to 200% of the participants’ annual base salaries as of March 1, 2006, depending upon their responsibilities. At this level, the payment to the CEO will be 200% of his salary and the payments to the other three executive officers will range from 80% to 120% of their salaries. Payments at the threshold performance level will be 50% of the target payouts and payments for superior performance will be 200% of the target payouts. There will be no payments to any participants if Dana fails to achieve the threshold corporate financial performance goal(s) established by the Committee.

     Awards will be calculated and paid semi-annually. Payments for the first six months will be based on performance in that period and capped at 100% of the target payout. Payments for the full year will be based on full-year performance and capped at 200% of the target payout, less amounts previously paid for six-month performance, but in no event less than zero. The Committee may make discretionary adjustments to the full-year payments based on the achievement of individual management objectives, provided that such adjustments in the aggregate net to zero. All awards will be paid in cash.

     (b) On March 1, 2006, Dana entered into a Consulting Agreement (the Agreement) with Robert C. Richter in connection with his retirement from Dana, which is discussed below in Item 5.02. The Agreement provides that Mr. Richter will function in an advisory and consulting capacity to Dana for twelve months, with an option for Dana to extend the term for two additional six-month periods. During the term of the Agreement, Dana will pay Mr. Richter a consulting fee of $35,000 per month, plus additional hourly fees if the services requested by Dana exceed 100 hours per month, and will reimburse his out-of-pocket business expenses. Under the Agreement, Mr. Richter has agreed to certain confidentiality, non-disclosure, non-competition, non-disparagement and cooperation obligations. A copy of the Agreement is set out in the attached Exhibit 99.1.

Item 1.03. Bankruptcy or Receivership.

     On March 3, 2006, Dana and forty of its domestic subsidiaries (the Debtors) filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court, Southern District of New York (the Court) (Case No. 06-10354). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Court and in accordance with applicable provisions of the Bankruptcy Code and orders of the Court. The text of the news release announcing the filings is attached as Exhibit 99.2.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     Robert C. Richter, former Chief Financial Officer, retired from Dana on March 1, 2006. Mr. Richter was also a Vice President of Dana and the Chairman of Dana Credit Corporation. He will continue to serve Dana in an advisory and consulting capacity.

8.01. Other Events.

     On March 1, 2006, Dana issued a news release announcing that it would not make the March 1, 2006 interest payments on its 7% Senior Notes due March 1, 2029 and its 6-1/2% Senior Notes due March 1, 2009. The text of the news release is set out in the attached Exhibit 99.3.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

	99.1		Consulting Agreement dated March 1, 2006, between Dana Corporation and Robert C. Richter
	99.2		Text of Dana Corporation news release dated March 3, 2006
	99.3		Text of Dana Corporation news release dated March 1, 2006

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: March 6, 2006		By:		/s/ Michael L. DeBacker
				Michael L. DeBacker
				Vice President, General Counsel and Secretary

Exhibit Index

99.1		Consulting Agreement dated March 1, 2006, between Dana Corporation and Robert C. Richter
99.2		Text of Dana Corporation news release dated March 3, 2006
99.3		Text of Dana Corporation news release dated March 1, 2006

Exhibit 99.1

CONSULTING AGREEMENT

     This Consulting Agreement (this “Agreement”) is made and entered into as of March 1, 2006 (the “Effective Date”), between Dana Corporation, a Virginia corporation (the “Company”), and Robert C. Richter (“Consultant”).

RECITALS

     A. Consultant was an employee of the Company and served as Vice President and Chief Financial Officer of the Company through the Effective Date (the “Prior Service”).

     B. The Company and Consultant have determined that Consultant will retire as Vice President and Chief Financial Officer, and no longer be an employee of the Company, effective on the Effective Date.

     C. The Company desire to retain Consultant as an independent consultant, and Consultant desires to provide services to the Company as an independent consultant, subject to the terms and conditions of this Agreement.

AGREEMENT

     In consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Consultant agree as follows:

1.		EFFECTIVE DATE; RESIGNATION; RETIREMENT BENEFITS; INDEMNIFICATION
1.1		Effective Date of Agreement. This Agreement is effective as of the Effective Date.
1.2		Resignations. Consultant hereby resigns as Vice President and Chief Financial Officer of the Company and as a director, officer, employee, fiduciary or agent of the Company and all of its Subsidiaries (as defined below) and Affiliates (as defined below). The Company hereby accepts said resignations. “Subsidiary” means any legal entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. “Affiliate” means, with respect to any legal entity, any other legal entity directly or indirectly controlling, controlled by, or under common control with such legal entity.
1.3		Retirement Benefits. The Company shall make or cause to be made all lump sum payments under the CashPlus Plan, Excess Benefit Plan and Supplemental Benefits Plan (collectively, the “Retirement Plans”) to which Consultant is entitled under the terms of such Retirement Plans at the dates and in the amounts as specified in such Retirement Plans to the fullest extent allowed by law. Consultant shall also be entitled to all retirement benefits, including health, medical and life insurance, in each case as such benefits are provided to similarly situated employees who have retired in accordance with the provisions of each specific applicable plan.

1.4		Indemnification. The Company agrees that it shall continue to indemnify Consultant, to the maximum extent allowed by law, with respect to his Prior Service in accordance with its Articles of Incorporation and By-laws. In addition, the Company agrees that it will not take any action to cause the carriers of its directors and officers liability insurance policies not to consider Consultant as an insured under such policies with respect to his Prior Service. The Company agrees to indemnify, hold harmless and defend Consultant from and against all claims, liabilities, losses, expenses and damages (“Losses”) claimed by third persons and relating to the services provided by Consultant under this Agreement, except to the extent that such Losses arise from the gross negligence or willful misconduct of Consultant.
2.		CONSULTING SERVICES

2.1		Term. Subject to the provisions and conditions of this Agreement, Consultant will provide the Company with consulting services beginning on the Effective Date and ending on the twelve month anniversary of the Effective Date or such other earlier date as otherwise provided in this Agreement (the “Initial Term”). The Company shall have the option to extend the Initial Term for two (2) extension periods of six (6) months each (each, an “Extension Term” and, together with the Initial Term, the “Term”) by notifying Consultant in writing at least thirty (30) days prior to the end of the Initial Term or the first Extension Term that the Company has elected to exercise its option to extend the Term. Notwithstanding anything in this Agreement to the contrary, Consultant may terminate this Agreement at any time upon thirty (30) days prior written notice to the Company and the Monthly Fee (as defined below) shall be prorated for the month in which such termination occurs.
2.2		Duties.

	(A)		During the Term, Consultant will function in an advisory and consulting capacity and perform such advisory and consulting responsibilities and duties as may be assigned to him from time to time by the Chief Executive Officer of the Company (the “CEO”) or his designee and will report to the CEO or his designee. Such consulting services may include, without limitation, transition services and assistance with financial preparation and analysis. Consultant will perform his services hereunder during the Term as an independent contractor and not as an employee of the Company.
	(B)		During the Term, Consultant will render consulting services to the Company during normal business hours upon reasonable notice given to Consultant by the CEO or his designee and perform such consulting duties hereunder at such locations in the greater Toledo, Ohio area as the CEO or his designee may direct, or such other locations as Consultant and the Company agree in writing.
	(C)		During the Term, the Company shall provide Consultant with offices, secretarial and other support, phone and computer access, and other amenities comparable to those Consultant was entitled to receive during his employment with the Company.

3.

COMPENSATION

3.1

Monthly Fee. During the Term, Consultant shall receive a monthly fee (the “Monthly Fee”) in the amount of $35,000 per month for providing consulting services to the Company pursuant to this Agreement for up to 100 hours per month (the “Working Hours”). If, at the Company’s request, in any given month Consultant provides consulting services under this Agreement in excess of the Working Hours, the Company shall pay Consultant $500 per hour for each hour of consulting services provided in excess of the Working Hours for such month (the “Overtime Fees” and, collectively with the Monthly Fee, the “Fees”). All Fees earned by Consultant during any given month shall be paid by the Company to Consultant on the first business day of the month following the month in which the Fees were earned.

3.2

Expense Reimbursement. The Company will reimburse Consultant for all reasonable out-of-pocket business expenses incurred and paid by Consultant in providing consulting services hereunder upon submission to the Company of reasonable substantiating documentation and consistent with the expense reimbursement policies of the Company in effect from time to time.

4.

NON-COMPETITION; NON-DISPARAGEMENT

4.1

Non-Competition. During the Term, Consultant will not, directly or indirectly, engage or maintain any interest in, or provide or arrange financing for, any person or legal entity (whether as a director, officer, employee, agent, representative, security holder, equity owner, partner, member, consultant or otherwise) engaged in any business that is the same or similar to the business of the Company and its Affiliates (a “Competing Business”); provided, however, that Consultant may own not more than five percent (5%) of any class of publicly-traded securities of any legal entity engaged in a Competing Business.

4.2

Non-Disparagement. Consultant will not directly or indirectly, make any oral or written statement or publication with respect to the Company or any Subsidiary or any of their stockholders, directors, officers, employees, lenders or their respective Affiliates which disparages or denigrates, or could reasonably be interpreted as, disparaging or denigrating, the Company or any Subsidiaries or any of their stockholders, directors, officers, employees, lenders or their respective Affiliates. The Company will not, and will cause its Affiliates and Subsidiaries not to, directly or indirectly, make any oral or written statement or publication with respect to Consultant which disparages or denigrates, or could reasonably be interpreted as, disparaging or denigrating Consultant. For the avoidance of doubt, this Section 4.2 shall not apply to testimony given under oath in any legal or administrative proceeding.

5.

CONFIDENTIAL INFORMATION

5.1

Definition. In the performance of Consultant’s duties as an officer and employee of the Company, Consultant was brought into frequent contact with, had or may have had access to, and/or became informed of confidential and proprietary information of the

Company and/or information which is a trade secret of the Company (collectively, “Confidential Information”). Consultant acknowledges and agrees that the Confidential Information was or will be developed by and/or for the Company through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company.

5.2

Obligation to Keep Confidential. Commencing on the Effective Date, Consultant will keep in strict confidence, and will not, directly or indirectly, at any time, disclose, furnish, disseminate, make available, use or suffer to be used in any manner any Confidential Information of the Company without limitation as to when or how Consultant may have acquired such Confidential Information; provided, however, that the foregoing shall not preclude Consultant’s disclosure of Confidential Information pursuant to or as required by law, subpoena, judicial process or to any governmental agency in connection with any investigation or proceeding of such agency. Consultant specifically acknowledges that Confidential Information includes any and all information, whether reduced to writing (or in a form from which information can be obtained, translated or derived into reasonably usable form), or maintained in the mind or memory of Consultant and whether compiled or created by the Company, which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, that reasonable efforts have been put forth by the Company to maintain the secrecy of Confidential Information, that such Confidential Information is and will remain the sole property of the Company, and that any retention or use by Consultant of Confidential Information after the termination of Consultant’s employment by or consultancy to the Company will constitute a misappropriation of the Company’s Confidential Information.

5.3

Obligations Survive. Consultant’s obligation of confidentiality under this Article V will survive, regardless of any termination or other breach of this Agreement or any other agreement, by any party hereto, until and unless such Confidential Information of the Company has become, through no fault of Consultant, generally known to the public or Consultant is required by law (after providing the Company with notice and opportunity to contest such requirement) to make disclosure. Consultant’s obligations under this Article V are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which Consultant may have to the Company under the Company’s policies, general legal or equitable principles or statutes and which will remain in full force and effect following the Effective Date.

5.4

Disclosure of this Agreement. Consultant will maintain this Agreement in strict confidence and make no disclosure of the terms of this Agreement to any third party, except that nothing herein will prohibit Consultant from disclosing the terms of this Agreement as may be required by law, regulation or any judicial or administrative proceeding or to Consultant’s attorneys, financial advisors and agents. The Company will maintain this Agreement in strict confidence and make no disclosure of the terms of this Agreement to any third party, except that nothing herein will prohibit the Company from disclosing the terms of this Agreement as may be required by law, regulation or any judicial or administrative proceeding or to the Company’s attorneys, financial advisors and agents.

6.

CONTINUED AVAILABILITY AND COOPERATION

6.1

Cooperation. During the Term, Consultant will cooperate fully with the Company and its counsel in connection with any present and future actual or threatened litigation or administrative proceeding involving the Company that relates to events, occurrences or conduct occurring (or claimed to have occurred) during the period of Consultant’s employment by the Company. This cooperation by Consultant will include (i) making himself reasonably available for interviews and discussions with the Company’s counsel as well as for depositions and trial testimony; (ii) if depositions or trial testimony are to occur, making himself reasonably available and cooperating in the preparation therefor as and to the extent that the Company or the Company’s counsel reasonably requests; (iii) refraining from impeding in any way the Company’s prosecution or defense of such litigation or administrative proceeding; and (iv) cooperating fully in the development and presentation of the Company’s prosecution or defense of such litigation or administrative proceeding.

6.2

Expense Reimbursement. The Company will reimburse Consultant for reasonable travel, lodging, telephone and similar expenses, as well as reasonable attorneys’ fees (if independent legal counsel is necessary), incurred in connection with any cooperation, consultation and advice rendered under this Agreement. Consultant will not unreasonably withhold Consultant’s availability for such cooperation, consultation and advice.

7.

MISCELLANEOUS

7.1

Equitable Remedies. Consultant acknowledges and agrees that the remedy at law available to the Company for breach by Consultant of any of Consultant’s obligations under Article V of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. In addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of Consultant’s violation of any provision of Article V of this Agreement, the Company will be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the necessity of proof of actual damage.

7.2

Successors and Binding Agreement.

	(A)		This Agreement will be binding upon and inure to the benefit of the Company and any successor of or to the Company, including any persons or legal entities acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise.
	(B)		This Agreement will inure to the benefit of and be enforceable by Consultant’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees. The death or disability (temporary or permanent) of

			Consultant following the execution and delivery of this Agreement will not affect or revoke this Agreement or excuse any of the obligations of the parties hereto.
	(C)		This Agreement is intended to be for the exclusive benefit of the parties hereto, and except as provided in Sections 7.2(A) and (B), no third party will have any rights hereunder.

7.3

Notices. All notices required or permitted pursuant to this Agreement will be in writing and will be deemed to be properly given when actually received by the person or legal entity entitled to receive the notice at the address stated below, or at such other address as a party may provide by notice to the other:

If to the Company:

		Dana Corporation
		4500 Dorr Street
		Toledo, Ohio 43615
		Attention: Chief Executive Officer
		Facsimile: [ Number ]

If to Consultant:

		Robert C. Richter
		[ Address ]
		[ Address ]
		Facsimile: [ Number ]

7.4

Taxes, Certain Other Payment Matters. Consultant will be responsible for Consultant’s share of any and all federal, state and/or local taxes applicable to the payments made to Consultant pursuant to this Agreement. The payments to Consultant pursuant to this Agreement will be made by check or direct deposit to an account designated by Consultant in writing and will be reduced by any applicable federal, state and local tax or other required withholding.

7.5

Amendment and Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Consultant and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

7.6

Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matters covered by this Agreement and will supersede all prior verbal or written agreements, covenants, communications, understandings, commitments, policies, representations or warranties, whether oral or written, by any party hereto or any of its representatives pertaining to such subject matter.

7.7

Governing Law; Jurisdiction; Venue. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the

substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. The parties agree that the state and federal courts located in the State of Ohio will have exclusive jurisdiction in any action, suit or proceeding against Consultant based on or arising out of this Agreement and the parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or proceeding against Consultant; and (c) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.

7.8

Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement which will nevertheless remain in full force and effect.

7.9

Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same Agreement.

7.10

Further Assurances. Each party hereto will execute such additional documents, and do such additional things, as may reasonably be requested by the other party to effectuate the purposes and provisions of this Agreement.

7.11

Interpretation. When a reference is made in this Agreement to Articles or Sections, such reference will be to an Article or Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Unless the context otherwise requires, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa and (iii) the use in this Agreement of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth above.

		DANA CORPORATION
		By:		Michael L. DeBacker
				Name:		Michael L. DeBacker
				Title:		Vice President
		CONSULTANT
				Robert C. Richter
				Robert C. Richter

Exhibit 99.2

Dana Corporation’s U.S. Operations File for Chapter 11 Reorganization
to Address Financial and Operational Challenges

All Dana Facilities Open, Normal Operations Continue;
Company Obtains $1.45 Billion DIP Financing Commitment from Bank Group

TOLEDO, Ohio — March 3, 2006 — Dana Corporation (NYSE: DCN) announced today that in order to address financial and operational challenges that have hampered its performance, the company and 40 of its U.S. subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Dana’s European, South American, Asian-Pacific, Canadian and Mexican subsidiaries are not included in the Chapter 11 filing and are operating as normal. The filings were made today in the U.S. Bankruptcy Court for the Southern District of New York.

To fund its continuing operations during the restructuring, Dana has secured a $1.45 billion debtor-in-possession (DIP) financing facility from Citigroup, Bank of America, N.A., and JP Morgan Chase Bank, N.A. Subject to court approval, the DIP credit facility, which replaces the company’s previous $400 million revolving credit facility and $275 million receivables securitization facility, will be used for the company’s normal working capital requirements, including employee wages and benefits, supplier payments, and other operating expenses during the reorganization process.

Dana has faced a continued decline in revenues resulting from the decreasing market share and production levels of its largest domestic customers, along with sharp increases in commodity and energy prices that have outpaced the cost savings Dana has been able to achieve. The general financial condition of the industry, together with Dana’s inability to renew or expand its credit facilities in a timely manner, has significantly constrained Dana’s liquidity.

As a result, the company concluded, after thorough consultation with its advisors, that its interests and the interests of its creditors, employees, customers, suppliers, and the communities in which it operates would be best served by reorganizing under Chapter 11 of the U.S. Bankruptcy Code.

Dana Chairman and Chief Executive Officer Michael J. Burns said, “The Chapter 11 process provides the company an opportunity to fix our business comprehensively — financially and operationally. This will be fundamental change, not just incremental improvement. The Chapter 11 process allows us to continue normal business operations, while we restructure our debt and other obligations and enhance performance.

“We want to assure everyone — our customers, suppliers, our people and our communities — that Dana is open for business as usual,” he added. “And, to this end, our customers can continue to rely on Dana for quality products — delivered on time and to best-in-class specification.

“This is an extremely difficult, but necessary and responsible decision that will provide us with the time and opportunity to strengthen our performance and achieve a sustained turnaround at Dana.”

Mr. Burns said Dana intends to proceed with its previously announced divestiture and restructuring plans, which include the sale of several non-core businesses and the closure of several facilities and shift of production to lower-cost locations. In addition, Dana will continue to take steps to reduce costs, increase efficiency, and enhance productivity, he said.

Dana has filed “First-Day Motions” in the Bankruptcy Court in New York designed to ensure that the company’s business continues to function without disruption. The court filings are intended to ensure that the company can continue to pay its employees and suppliers and maintain uninterrupted delivery of products and services to its customers.

Dana reported total assets of approximately $7.9 billion and total liabilities of approximately $4.7 billion, on a consolidated basis, as of September 30, 2005.

Dana’s legal advisor in the Chapter 11 filing is Jones Day. The company’s financial advisor is Miller Buckfire and restructuring advisor is AlixPartners.

More information about Dana’s filings is available on the company’s Web site at: http://www.dana.com.

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 annually. A leading supplier of drivetrain, chassis, structural, and engine technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9 billion in 2004. Dana’s Internet address is: http://www.dana.com/.

Statements in this release which are not entirely historical constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. However, forward-looking statements are inherently subject to risks and uncertainties. Dana’s actual results could differ materially from those expressed or implied in such statements due to a number of factors. These factors include Dana’s ability to continue as a going concern, operate pursuant to the terms of the debtor-in-possession (“DIP”) facility, obtain court approval with respect to motions in the Chapter 11 proceeding from time to time, and develop and implement a plan of reorganization under Chapter 11; Dana’s ability to obtain and maintain normal terms with vendors and service providers and maintain contracts that are critical to its operations; the potential adverse impact of the Chapter 11 cases on Dana’s liquidity or results of operations; Dana’s ability to fund and execute its business plan and its ability to attract, motivate and/or retain key employees; Dana’s ability to attract and retain customers; and other risk factors set out in our public filings with the Securities and Exchange Commission. Dana does not undertake to update any forward-looking statements in this release.

Exhibit 99.3

Dana Corporation Announcement on Bond Interest Payments

TOLEDO, Ohio — March 1, 2006 — Dana Corporation (NYSE: DCN) announced today that the company did not make the March 1, 2006 interest payments on its 7% Senior Notes due March 1, 2029 and its 6-1/2% Senior Notes due March 1, 2009. The aggregate amount of these interest payments is approximately $21 million. There is a 30-day grace period with respect to these interest payments.

Failure to make the interest payments by March 31, 2006 would constitute an event of default under the indenture for the Notes that would permit the indenture trustee or holders of 25% or more of the Notes to accelerate the maturity of the Notes. An acceleration of the Notes would result in a cross-acceleration of other debt instruments of the company.

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 annually. A leading supplier of drivetrain, chassis, structural, and engine technologies, Dana employs 46,000 people in 28 countries. Based in Toledo, Ohio, the company reported sales of $9 billion in 2004. Dana’s Internet address is: www.dana.com.

Statements in this release which are not entirely historical constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on our current information and assumptions. However, forward-looking statements are inherently subject to risks and uncertainties. Dana does not undertake to update any forward-looking statements in this release.