SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TEPPER DAVID A

(Last) (First) (Middle)
C/O APPALOOSA PARTNERS INC.
26 MAIN ST, FIRST FLOOR

(Street)
CHATHAM NJ 07928

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DANA CORP [ DCN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/02/2006 S(1) 300,000 D $1.0767 20,200,000 I See(2)
Common Stock 03/02/2006 P 650,000 A $1.0208 20,850,000 I See(2)
Common Stock 03/02/2006 P 500,000 A $1.02 21,350,000 I See(2)
Common Stock 03/03/2006 P 165,100 A $0.9106 21,515,100 I See(2)
Common Stock 03/06/2006 P 500,000 A $0.8 22,015,100 I See(2)
Common Stock 03/06/2006 P 484,900 A $0.9596 22,500,000 I See(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
TEPPER DAVID A

(Last) (First) (Middle)
C/O APPALOOSA PARTNERS INC.
26 MAIN ST, FIRST FLOOR

(Street)
CHATHAM NJ 07928

(City) (State) (Zip)
1. Name and Address of Reporting Person*
APPALOOSA PARTNERS INC

(Last) (First) (Middle)
26 MAIN ST

(Street)
CHATHAM NJ 07928

(City) (State) (Zip)
1. Name and Address of Reporting Person*
APPALOOSA MANAGEMENT LP

(Last) (First) (Middle)
26 MAIN ST
1ST FLOOR

(Street)
CHATAM NJ 07928

(City) (State) (Zip)
1. Name and Address of Reporting Person*
APPALOOSA INVESTMENT LP I

(Last) (First) (Middle)
APPALOOSA PARTNERS INC
26 MAIN ST

(Street)
CHATHAM NJ 07928

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PALOMINO FUND LTD

(Last) (First) (Middle)
26 MAIN ST

(Street)
CHATHAM NJ 07928

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons will remit $75,001 to the Company, representing profit (net of expenses) in respect of the 300,000 shares sold on March 2, 2006.
2. See Exhibit 99.2 for text of footnote (2).
/s/ David A. Tepper 03/06/2006
See Exhibit 99.1 03/06/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                        EXHIBIT 99.1


Name:  APPALOOSA PARTNERS INC.
Address:  26 Main Street
          Chatham, NJ  07928

Designated Filer:  David A. Tepper

Issuer:  DANA CORP
Issuer's Trading Symbol:  DCN

Date of Event Requiring Statement:  March 2, 2006


By:      /s/  David A. Tepper                                  March 6, 2006
         --------------------------------------------         ---------------
         Name:  David A. Tepper                                     Date
         Title:  President


Name: APPALOOSA MANAGEMENT L.P.
Address:  c/o Appaloosa Partners Inc.
          26 Main Street
          Chatham, NJ  07928

Designated Filer:   David A. Tepper

Issuer:  DANA CORP
Issuer's Trading Symbol:  DCN

Date of Event Requiring Statement:  March 2, 2006

By:      APPALOOSA PARTNERS INC.,
         its General Partner

By:      /s/  David A. Tepper                                  March 6, 2006
         --------------------------------------------         ---------------
         Name:  David A. Tepper                                     Date
         Title:  President


Name: APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
Address:  c/o Appaloosa Partners Inc.
          26 Main Street
          Chatham, NJ  07928

Designated Filer:   David A. Tepper

Issuer:  DANA CORP
Issuer's Trading Symbol:  DCN

Date of Event Requiring Statement:  March 2, 2006

By:      APPALOOSA MANAGEMENT L.P.,
         its General Partner

By:      APPALOOSA PARTNERS INC.,
         its General Partner

By:      /s/  David A. Tepper                                  March 6, 2006
         --------------------------------------------         ---------------
         Name:  David A. Tepper                                     Date
         Title:  President


Name: PALOMINO FUND LTD.

Address:  c/o Appaloosa Partners Inc.
          26 Main Street
          Chatham, NJ  07928

Designated Filer:  David A. Tepper

Issuer:  DANA CORP
Issuer's Trading Symbol:  DCN

Date of Event Requiring Statement:  March 2, 2006

By:      APPALOOSA MANAGEMENT L.P.,
         its Investment Advisor

By:      APPALOOSA PARTNERS INC.,
         its General Partner

By:      /s/  David A. Tepper                                  March 6, 2006
         --------------------------------------------         ---------------
         Name:  David A. Tepper                                     Date
         Title:  President

                                                               Exhibit 99.2



(2) The reporting persons to whom the information set forth on this line
relates are David A. Tepper ("Mr. Tepper"), Appaloosa Investment Limited
Partnership I ("AILP"), Palomino Fund Ltd. ("Palomino"), Appaloosa
Management L.P.(the "Manager"), and Appaloosa Partners Inc.("API"). Mr.
Tepper is the sole stockholder and president of API. API is the general
partner of, and Mr. Tepper owns a majority of the limited partnership
interests of, the Manager. The Manager is the general partner of AILP, and
acts as an investment advisor to Palomino. Of the 22,500,000 shares of
Common Stock held on March 6, 2006, 11,992,500 are held by AILP and
10,507,500 are held by Palomino. Each of the foregoing reporting persons
disclaims beneficial ownership of the shares of Common Stock of the Issuer
reported herein except to the extent of his or its pecuniary interest
therein.