UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2006
Dana Corporation
(Exact name of registrant as specified in its charter)
| 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
Not applicable
(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 2.05. Costs Associated with Exit or Disposal Activities.
Dana Corporation (Dana) reported in its Form 10-Q for the third quarter of 2006 that the
company was evaluating the closure of plants in the United States and Canada to address over
capacity and operating cost issues. On December 11, 2006,
Dana’s management finalized plans to close
the company’s axle plants in Cape Girardeau, Missouri and Syracuse, Indiana and its structures
plants in Thorold and Guelph, Ontario, Canada. On December 12, 2006, Dana issued a news release
announcing these decisions. The text of that news release is set out in the attached Exhibit 99.1.
Dana expects to complete the closure of the Guelph facility by February 28, 2007; the Thorold
facility by June 30, 2007; the Syracuse facility by September 30, 2007; and the Cape Girardeau
facility by June 30, 2008. Dana expects to sell the facilities
that it owns (Thorold, Syracuse and Cape Girardeau) between September
2007 and December 2010.
In connection with these plant closings, Dana expects to incur aggregate pre-tax charges of
approximately $45 million, including costs of approximately
$21 million for employee separation, $10 million for
property taxes and other holding costs relating to closed facilities
through the expected sale dates, $7
million to prepare the facilities for closing, and $4 million for relocating production
assets. Of the total charges, approximately $26 million will be recorded in the fourth quarter of
2006, $8 million in 2007, $6 million in 2008, and $5 million in 2009.
Dana
expects to make cash expenditures of approximately $2 million in the fourth
quarter of 2006, $32 million in 2007, $5 million in 2008,
and $1 million in 2009 in connection with the charges identified
in the preceding paragraph. Dana also expects
to incur a net cost of approximately $3 million related to pension and retiree health care plan curtailments
and settlements.
The timing of the related cash flows cannot be determined at this time.
Item 8.01. Other Events.
For some time, Dana has supplied Ford Motor Company (Ford) with full-perimeter assembled
frames for Ford’s F-150 pick-up trucks. As a long-standing member of Ford’s family of strategic
suppliers, Dana has been working with Ford during 2006 to address the economic and market factors
(including production cutbacks and continuing high commodity costs) affecting both companies and
the North American light vehicle industry generally. Ford and Dana have recently renegotiated
their supply arrangements to provide that Dana will share the production of structural components
and the assembly of frames for the next generation of the F-150 truck with another Ford supplier,
with Dana continuing to supply 100% of the hydroformed side rails and a significant portion of the
other structural components for the frames.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report.
| Exhibit No. | Description | |
99.1 |
Text of Dana Corporation news release dated December 12, 2006 |
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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) |
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Date:
December 14, 2006
|
By: | /s/ Michael L. DeBacker Vice President, General Counsel and Secretary |
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Exhibit Index
| Exhibit No. | Description | |
99.1 |
Text of Dana Corporation news release dated December 12, 2006 |
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Exhibit 99.1
Dana Corporation Announces Four Plants Slated for Closure;
Further Closures Expected to be Finalized in 2007
Further Closures Expected to be Finalized in 2007
TOLEDO, Ohio — December 12, 2006 — Dana Corporation (OTCBB: DCNAQ) today announced four of eight
facilities it plans to close during the next two years. The actions will consolidate production
and are designed to balance capacity and take advantage of lower-cost manufacturing locations.
Dana announced preliminary plans to close eight facilities last month.
The four facilities announced for closure are Dana’s Syracuse, Ind., and Cape Girardeau, Mo.,
Traction Products facilities, and the company’s Guelph and Thorold, Ontario, Canada, Structural
Solutions plants.
Facility information is as follows:
| • | The Syracuse plant employs approximately 65 people and manufactures axle components. The facility is expected to close by Sept. 30, 2007. |
| • | The Cape Girardeau plant employs approximately 200 people manufacturing axle components. The facility is expected to close by June 30, 2008. |
| • | The Guelph operation employs approximately 25 people manufacturing front and rear frame structures. The plant is expected to close by Feb. 28, 2007. |
| • | The Thorold structures facility employs approximately 150 people manufacturing stampings. The plant is expected to close by June 30, 2007. |
Production from the Syracuse and Cape Girardeau facilities will be moved to Dana operations in
Mexico. Closure of the Guelph plant coincides with the end of a customer program that comprised
all production volume at the facility. The majority of the production at the Thorold operation
will be moved to Dana’s Elizabethtown, Ky., structures plant.
Dana Chairman and CEO Mike Burns said, “The decision to close any facility is extremely difficult
and regrettable. But to become competitive and emerge from Chapter 11 as a viable company, it is
absolutely critical that we further consolidate work across our facilities to reduce overcapacity
and high operating costs.”
Mr. Burns
said that four additional facility closures are expected to be finalized in 2007.
Dana
expects to incur charges of $26 million before tax during the fourth quarter of 2006 and
additional aggregate charges of $19 million in 2007-2009 for
total charges of $45 million before
tax, in connection with the plant closures announced today.
About Dana Corporation
Dana is a leading supplier of drivetrain, chassis, structural, and engine technologies. Dana people design and manufacture products for every major vehicle and engine producer in the world. Based in Toledo, Ohio, with operations throughout 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. The company’s continuing operations reported sales of $8.6 billion in 2005. Dana’s Internet address is: http://www.dana.com/.
Dana is a leading supplier of drivetrain, chassis, structural, and engine technologies. Dana people design and manufacture products for every major vehicle and engine producer in the world. Based in Toledo, Ohio, with operations throughout 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. The company’s continuing operations reported sales of $8.6 billion in 2005. Dana’s Internet address is: http://www.dana.com/.
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Dana and certain of its U.S. subsidiaries are operating under Chapter 11 of the U.S. Bankruptcy
Code as debtors in possession. Information about the bankruptcy proceedings can be found at:
http://www.dana.com/reorganization. While Dana continues its reorganization under Chapter 11,
investments in its securities are highly speculative. Although shares of Dana common stock
continue to trade on the OTC Bulletin Board (OTCBB) under the symbol “DCNAQ,” the trading prices of
the shares may have little or no relationship to the actual recovery, if any, by the holders under
any eventual court-approved reorganization plan. The opportunity for any recovery by holders of
Dana common stock under such reorganization plan is uncertain and shares of Dana common stock may
be cancelled without any compensation pursuant to such plan.
Forward-Looking Statements
Statements in this release regarding the anticipated closing dates for Dana’s Syracuse, Cape Girardeau, Guelph, and Thorold facilities and the anticipated restructuring charges, as well as statements about future closing announcements, constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on its current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. The actual closing dates and the amount and timing of the restructuring charges could differ from current expectations depending upon Dana’s ability to relocate the work from these facilities in accordance with presently contemplated schedules. Future closing announcements will depend upon customer considerations and other factors under evaluation by Dana. Dana does not undertake to update any forward-looking statements in this release.
Statements in this release regarding the anticipated closing dates for Dana’s Syracuse, Cape Girardeau, Guelph, and Thorold facilities and the anticipated restructuring charges, as well as statements about future closing announcements, constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent Dana’s expectations based on its current information and assumptions. Forward-looking statements are inherently subject to risks and uncertainties. The actual closing dates and the amount and timing of the restructuring charges could differ from current expectations depending upon Dana’s ability to relocate the work from these facilities in accordance with presently contemplated schedules. Future closing announcements will depend upon customer considerations and other factors under evaluation by Dana. Dana does not undertake to update any forward-looking statements in this release.
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