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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):   August 13, 2007
     
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 8.01.  Other Events.
     Dana Corporation (Dana) and certain of its subsidiaries (collectively, the Debtors) are operating under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code). The Debtors’ Chapter 11 cases (collectively, the Bankruptcy Cases) are pending in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), where they have been consolidated under the caption In re Dana Corporation, et al., Case No. 06-10354 (BRL).
     By order dated August 1, 2007, the Bankruptcy Court approved, and authorized the Debtors to enter into, a series of related agreements that have been reported previously. These agreements include (i) an Investment Agreement, dated as of July 26, 2007, providing, among other things, for Centerbridge Capital Partners, L.P. (Centerbridge) to purchase $250 million in Series A convertible preferred shares of reorganized Dana and qualified creditors of the Debtors (including the holders of Dana’s unsecured notes, or Dana Bonds) to have an opportunity to purchase $500 million in Series B convertible preferred shares of reorganized Dana on a pro rata basis, and (ii) a Plan Support Agreement providing, among other things, for the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (the USW), the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the UAW), Centerbridge, and other potential investors in reorganized Dana to support the Debtors’ plan of reorganization in the Bankruptcy Cases.
     As described in Dana’s Current Report on Form 8-K dated July 30, 2007 and filed with the Securities and Exchange Commission on July 31, 2007 (the July 31 Form 8-K), the record date for determining which Dana Bonds will qualify to participate in the purchase of Series B preferred shares of reorganized Dana under the Investment Agreement (Qualified Bonds) was August 13, 2007 (the Bond Record Date). One of the conditions for determining which Dana Bonds will so qualify is that the holder deliver a signature page to the Plan Support Agreement by the Bond Record Date. Other conditions for qualification are described in the July 31 Form 8-K and in the Investment Agreement.
     As of the Bond Record Date, Dana has received signature pages to the Plan Support Agreement from entities representing that they beneficially owned approximately $1.3 billion in Dana Bonds. As such, approximately $1.3 billion of the $1.6 billion outstanding Dana Bonds are currently eligible to be Qualified Bonds, while approximately $300 million will not be Qualified Bonds and are likely to trade at different prices than the price at which Qualified Bonds will trade.
     In addition, by signing the Plan Support Agreement, these holders of $1.3 billion in Dana Bonds have agreed to support and not object to Dana’s chapter 11 plan on the terms and subject to the conditions in the Plan Support Agreement. The Plan Support Agreement was described in the July 31 Form 8-K and also filed as an exhibit to another Current Report on Form 8-K dated and filed on July 31, 2007.
     As described in the July 31 Form 8-K and as provided in the Investment Agreement and Plan Support Agreement, Dana Bonds will continue to qualify for participation in the purchase of preferred shares of reorganized Dana in the hands of a qualified transferee of Dana Bonds if, among other things, the transferee and transferor each deliver a Transferee Acknowledgement pursuant to Section 4.4 of the Plan Support Agreement. Attached as Exhibit 99.1 is a Form of Transferee Acknowledgement that should be delivered by the transferee and transferor in connection with a transfer of Dana Bonds that is intended to allow the transferee to qualify to purchase the Series B convertible preferred shares.
Item 9.01.  Financial Statements and Exhibits.
     (d) Exhibits. The following exhibit is furnished with this report.
         
Exhibit No.
  Description    
 
       
99.1   Form of Transferee Acknowledgement

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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: August 15, 2007   By: /s/ Marc S. Levin        
             
      Marc S. Levin
      Acting General Counsel and Acting Secretary  

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Exhibit Index
         
Exhibit No.
  Description    
 
       
99.1   Form of Transferee Acknowledgement

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exv99w1
 

Exhibit 99.1
DANA CORPORATION PLAN SUPPORT AGREEMENT
TRANSFEREE ACKNOWLEDGEMENT
1.   The undersigned Transferor (“Transferor”) is a Supporting Creditor under that certain Amended Plan Support Agreement, dated as of July 26, 2007, by and among Dana Corporation, United Steelworkers, International Union, UAW, Centerbridge Capital Partners, L.P. and certain creditors of Dana Corporation (the “Plan Support Agreement”1).
2.   Transferor hereby represents and warrants that on                     , 2007 it Transferred the following Relevant Claims to the undersigned Transferee (“Transferee”):
           
 
  Type of Relevant Claim     Aggregate Amount*  
 
Qualified Bond Claims
     $  
 
Acquired Bond Claims
     $  
 
Other Bondholder Claims
(non-Participating Claims)
     $  
 
Trade Claims
     $
  
 
 
     Number of Trade Claims:                                      
 
* Include both principal and accrued prepetition interest, if any.
3.   Pursuant to Section 4.4 of the Plan Support Agreement, in connection with the foregoing Transfer of Relevant Claims, to the extent that Transferee is not already a Supporting Creditor, Transferee hereby agrees to be bound by the Plan Support Agreement in its entirety without revisions and that, upon the execution of this Transferee Acknowledgement, Transferee shall be deemed to be a Supporting Creditor.
4.   A copy of this Transferee Acknowledgement must be delivered within five (5) business days of the aforementioned Transfer of Relevant Claims to: Dana Corporation, 4500 Dorr Street, Toledo, OH 43615, Facsimile: (419) 535-4790, Attention: Marc S. Levin, Esq.; with a copy to Jones Day, 222 East 41st Street, New York, NY 10017, Facsimile: (212) 755-7306, Attention: Corinne Ball, Esq. & Marilyn W. Sonnie, Esq.
 
     
 
     
 
     
 
1   Capitalized terms used herein and not otherwise defined shall have the meaning ascribed them in the Plan Support Agreement, including Exhibit D thereto.

 

 

TRANSFEROR
By:                                                                                      
Name:
Title:
Name of Institution:                                         
Claims Held Following Transfer:
     
Qualified Bond Claims
  $                                        
Acquired Bond Claims
  $                                        
Other Bondholder Claims
(non-Participating Claims)
  $                                        
Trade Claims
  $                                        
Number of Trade Claims
                                          
 
[TO BE INCLUDED ONLY IN TRANSFEROR’S SUBMISSION IN ACCORDANCE WITH PARAGRAPH 4 ABOVE]

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TRANSFEREE
By:                                                                                     
Name:
Title:
Name of Institution:                                         
Claims Held Following Transfer:
     
Qualified Bond Claims
  $                                        
Acquired Bond Claims
  $                                        
Other Bondholder Claims
(non-Participating Claims)
  $                                        
Trade Claims
  $                                        
Number of Trade Claims
                                          
 
[TO BE INCLUDED ONLY IN TRANSFEREE’S SUBMISSION IN ACCORDANCE WITH PARAGRAPH 4 ABOVE]

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