Dana Corporation 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 28, 2007
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
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 7.01. Regulation FD Disclosure.
On September 28, 2007, Dana Corporation (Dana) filed its unaudited Monthly Operating Report
for the month ended August 31, 2007 with the United States Bankruptcy Court for the Southern
District of New York (the Bankruptcy Court) (In re Dana Corporation, et al., Case No. 06-10354
(BRL)). A copy of this report is contained in the attached Exhibit 99.1.
The Monthly Operating Report was prepared solely for the purpose of complying with the monthly
reporting requirements of, and is in a format acceptable to, the Office of the United States
Trustee, Southern District of New York, and it should not be relied upon for investment purposes.
The Monthly Operating Report is limited in scope and covers a limited time period. The financial
information that it contains is unaudited.
The financial statements in the Monthly Operating Report are not prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP). The Monthly
Operating Report presents condensed financial information of Dana and its debtor and non-debtor
subsidiaries, with Dana Credit Corporation (DCC) accounted for on an equity basis, rather than on a
consolidated basis as required by GAAP.
Readers should not place undue reliance upon the financial information in the Monthly
Operating Report, as there can be no assurance that such information is complete. The Monthly
Operating Report may be subject to revision. The information in the Monthly Operating Report
should not be viewed as indicative of future results.
Additional information about Danas filing under the Bankruptcy Code, including access to
court documents and other general information about the Chapter 11 cases, is available online at
http://www.dana.com/reorganization.
The Monthly Operating Report is being furnished for informational purposes only and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly
stated in such filing. The filing of this Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Dana Corporations Monthly Operating Report for the Month of
August 2007 (furnished but not filed) |
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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 |
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(Registrant) |
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Date: September 28, 2007
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By: |
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/s/ Kenneth A. Hiltz |
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Kenneth A. Hiltz |
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Chief Financial Officer |
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Exhibit Index
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Exhibit No. |
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Description |
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99.1
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Dana Corporations Monthly Operating Report for the Month of
August 2007 (furnished but not filed) |
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EX-99.1
Exhibit 99.1
JONES DAY
222 East 41st Street
New York, New York 10017
Telephone: (212) 326-3939
Facsimile: (212) 755-7306
Corinne Ball (CB 8203)
Richard H. Engman (RE 7861)
JONES DAY
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
Telephone: (216) 586-3939
Facsimile: (216) 579-0212
Heather Lennox (HL 3046)
Carl E. Black (CB 4803)
Ryan T. Routh (RR 1994)
JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Telephone: (404) 521-3939
Facsimile: (404) 581-8330
Jeffrey B. Ellman (JE 5638)
Attorneys for Debtors
and
Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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Chapter 11 |
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Case No. 06-10354 (BRL) |
In re
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Dana Corporation, et al.,
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(Jointly Administered) |
Debtors.
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MONTHLY OPERATING REPORT FOR DANA CORPORATION
AND ITS AFFILIATED DEBTORS FOR THE MONTH OF AUGUST 2007
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UNITED STATES BANKRUPTCY COURT |
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SOUTHERN DISTRICT OF NEW YORK JUDGE: |
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Burton R. Lifland |
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CASE NO: 06-10354 (BRL) |
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CHAPTER 11 |
DANA CORPORATION, ET AL. (1)
MONTHLY OPERATING REPORT
PERIOD COVERED: August 1, 2007 August 31, 2007
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DEBTORS ADDRESS: |
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MONTHLY DISBURSEMENTS: |
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4500 Dorr Street
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$ 413 million |
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Toledo, OH 43615 |
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DEBTORS ATTORNEY: |
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MONTHLY NET LOSS: |
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Jones Day
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$ (103) million |
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222 East 41st Street |
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New York, NY 10017 |
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REPORT PREPARER: |
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/s/ Kenneth A. Hiltz |
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CHIEF FINANCIAL OFFICER |
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SIGNATURE OF REPORT PREPARER |
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TITLE |
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KENNETH A. HILTZ |
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September 28, 2007 |
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PRINTED NAME OF REPORT PREPARER |
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DATE |
The report preparer, having reviewed the attached report and being familiar with the
Debtors financial affairs, verified under the penalty of perjury that the information
contained therein is complete, accurate and truthful to the best of his knowledge. (2)
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(1) |
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See next page for a listing of Debtors by
case number. |
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(2) |
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All amounts herein are unaudited
and subject to revision. |
- 1 -
In re Dana Corporation, et al.
Reporting Period: August 1, 2007 August 31, 2007
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Debtors: |
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Case Number: |
Dana Corporation |
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06-10354 |
Dakota New York Corp |
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06-10351 |
Brake Systems, Inc. |
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06-10355 |
BWDAC, Inc. |
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06-10357 |
Coupled Products, Inc. |
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06-10359 |
Dana Atlantic, LLC |
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06-10360 |
Dana Automotive Aftermarket, Inc. |
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06-10362 |
Dana Brazil Holdings I, LLC |
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06-10363 |
Dana Brazil Holdings, LLC |
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06-10364 |
Dana Information Technology, LLC |
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06-10365 |
Dana International Finance, Inc. |
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06-10366 |
Dana International Holdings, LLC. |
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06-10367 |
Dana Risk Management Services, Inc. |
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06-10368 |
Dana Technology, Inc. |
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06-10369 |
Dana World Trade Corporation |
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06-10370 |
Dandorr L.L.C. |
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06-10371 |
Dorr Leasing Corporation |
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06-10372 |
DTF Trucking, Inc. |
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06-10373 |
Echlin-Ponce, Inc. |
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06-10374 |
EFMG, LLC |
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06-10375 |
EPE, Inc. |
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06-10376 |
ERS, LLC |
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06-10377 |
Flight Operations, Inc. |
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06-10378 |
Friction, Inc. |
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06-10379 |
Friction Materials, Inc. |
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06-10380 |
Glacier Vandervell, Inc. |
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06-10381 |
Hose & Tubing Products, Inc. |
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06-10382 |
Lipe Corporation |
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06-10383 |
Long Automotive, LLC |
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06-10384 |
Long Cooling, LLC |
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06-10385 |
Long USA, LLC |
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06-10386 |
Midland Brake, Inc. |
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06-10387 |
Prattville Mfg, Inc. |
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06-10388 |
Reinz Wisconsin Gasket, LLC |
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06-10390 |
Spicer Heavy Axle & Brake, Inc. |
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06-10391 |
Spicer Heavy Axle Holdings, Inc. |
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06-10392 |
Spicer Outdoor Power Equipment Components |
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06-10393 |
Torque-Traction Integration Technologies, LLC |
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06-10394 |
Torque-Traction Manufacturing Technologies, LLC |
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06-10395 |
Torque-Traction Technologies, LLC |
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06-10396 |
United Brake Systems, Inc. |
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06-10397 |
Case Number: 06-10354 (BRL) (Jointly Administered)
- 2 -
DANA CORPORATION, ET AL.
MONTHLY OPERATING REPORT
August 2007
Index
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Page |
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Financial Statements |
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Condensed Statement of Operations with Dana Credit
Corporation (DCC) on an Equity Basis (Unaudited)
- - Month and Eight Months Ended August 31, 2007 |
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Condensed Balance Sheet with DCC on an
Equity Basis (Unaudited) August 31, 2007 |
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Condensed Statement of Cash Flows with DCC on an
Equity Basis (Unaudited) Month and Eight Months
Ended August 31, 2007 |
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6 |
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Notes to Monthly Operating Report |
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Note 1. Basis of Presentation |
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Note 2. Reorganization Proceedings |
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8 |
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Note 3. Financing |
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11 |
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Note 4. Liabilities Subject to Compromise |
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13 |
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Note 5. Reorganization Items |
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13 |
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Note 6. Post-petition Accounts Payable |
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14 |
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Schedules |
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Schedule 1. Cash Disbursements by Debtors |
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15 |
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Schedule 2. Payroll Taxes Paid |
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16 |
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Schedule 3. Post-petition Sales, Use and Property Taxes Paid |
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17 |
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Other Information
While Dana Corporation (Dana) continues its reorganization under Chapter 11 of the United
States Bankruptcy Code (the Bankruptcy Code), investments in Dana securities are highly
speculative. Although shares of Dana common stock continue to trade on the OTC Bulletin Board
under the symbol DCNAQ, the opportunity for any recovery by shareholders under a confirmed plan
of reorganization is uncertain. If the Debtors Joint Plan of Reorganization (the Plan) that was
filed with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy
Court) on August 31, 2007, is ultimately confirmed, Danas common shares will be cancelled and
shareholders with allowed interests will be entitled to a pro rata share of the assets, if any,
that remain in a reserve established for disputed unsecured claims after the holders of certain
allowed claims have been paid in full, with interest. There is no assurance that the Plan will be
adopted or, if it is, that there will be any residual assets left for the benefit of former holders
of Dana common stock in the reserve established for disputed unsecured claims.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 3 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF OPERATIONS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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Month Ended |
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Year to Date |
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August 31, 2007 |
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August 31, 2007 |
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(in millions) |
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(in millions) |
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Net sales |
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$ |
739 |
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$ |
5,832 |
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Costs and expenses |
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Cost of sales |
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698 |
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5,513 |
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Selling, general and administrative expenses |
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28 |
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237 |
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Realignment charges |
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6 |
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163 |
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Other income, net |
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10 |
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81 |
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Income from operations |
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17 |
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Interest expense (contractual interest of $21 in
August and $133 year to date) |
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11 |
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60 |
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Reorganization items, net |
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110 |
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197 |
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Loss before income taxes |
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(104 |
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(257 |
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Income tax expense |
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6 |
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29 |
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Minority interest expense |
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1 |
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9 |
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Equity in earnings of affiliates |
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1 |
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27 |
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Loss from continuing operations |
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(110 |
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(268 |
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Income (loss) from discontinued operations |
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7 |
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(49 |
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Net loss |
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$ |
(103 |
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$ |
(317 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 4 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED BALANCE SHEET
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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August 31, 2007 |
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(in millions) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
1,071 |
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Accounts receivable |
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Trade |
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1,311 |
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Other |
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309 |
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Inventories |
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822 |
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Assets of discontinued operations |
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85 |
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Other current assets |
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141 |
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Total current assets |
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3,739 |
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Investments in equity affiliates |
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435 |
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Property, plant and equipment, net |
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1,713 |
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Other noncurrent assets |
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991 |
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Total assets |
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$ |
6,878 |
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Liabilities
and shareholders deficit |
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Current liabilities |
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Debtor-in-possession financing |
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$ |
900 |
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Notes payable, including current portion
of long-term debt |
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66 |
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Accounts payable |
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1,080 |
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Liabilities of discontinued operations |
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39 |
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Other accrued liabilities |
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822 |
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Total current liabilities |
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2,907 |
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Liabilities subject to compromise |
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4,067 |
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Other non-current liabilities |
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472 |
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Long-term debt |
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13 |
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Minority interest in consolidated subsidiaries |
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92 |
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Total liabilities |
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7,551 |
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Shareholders deficit |
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(673 |
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Total liabilities and shareholders deficit |
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$ |
6,878 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 5 -
DANA CORPORATION
DEBTOR IN POSSESSION
CONDENSED STATEMENT OF CASH FLOWS
WITH DCC ON AN EQUITY BASIS (UNAUDITED)
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Month Ended |
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Year to Date |
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August 31, 2007 |
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August 31, 2007 |
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(in millions) |
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(in millions) |
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Operating activities |
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Net loss |
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$ |
(103 |
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$ |
(317 |
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Depreciation and amortization |
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23 |
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184 |
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Loss (gain) on sale of businesses |
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7 |
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(8 |
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Non-cash portion of U.K. pension charge |
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60 |
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Increase in working capital |
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(75 |
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(103 |
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Unremitted equity in earnings of affiliates |
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(1 |
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(27 |
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Contract rejections and claim settlements |
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106 |
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125 |
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Other |
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10 |
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(41 |
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Net cash flows used for
operating activities |
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(33 |
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(127 |
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Investing activities |
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Purchases of property, plant and equipment |
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(26 |
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(135 |
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Proceeds from sale of assets |
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18 |
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390 |
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Other |
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9 |
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4 |
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Net cash flows provided by
investing activities |
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1 |
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259 |
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Financing activities |
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Net change in short-term debt |
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25 |
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34 |
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Proceeds from DIP Credit Agreement |
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200 |
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Net cash flows provided by
financing activities |
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25 |
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234 |
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Net
increase (decrease) in cash and cash
equivalents |
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(7 |
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366 |
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Cash and cash equivalents beginning of period |
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1,078 |
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705 |
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Cash and cash equivalents end of period |
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$ |
1,071 |
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$ |
1,071 |
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The accompanying notes are an integral part of the financial statements.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 6 -
DANA CORPORATION, ET AL.
DEBTOR IN POSSESSION
NOTES TO MONTHLY OPERATING REPORT
(Dollars in millions)
Note 1. Basis of Presentation
General
Dana and its consolidated subsidiaries are a leading supplier of axle, driveshaft, engine,
structural, sealing and thermal products. Dana designs and manufactures products for every major
vehicle producer in the world and is focused on being an essential partner to its automotive,
commercial truck and off-highway vehicle customers.
On March 3, 2006 (the Filing Date), Dana and forty of its wholly-owned domestic subsidiaries
(collectively, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court. These Chapter 11 cases are being administered jointly
under Case Number 06-10354 (BRL) and are collectively referred to as the Bankruptcy Cases. A
listing of the Debtors and their respective case numbers is set forth at the beginning of this
Monthly Operating Report. Neither DCC and its subsidiaries nor any of Danas non-U.S. subsidiaries
are Debtors. See Note 2 for more information about the reorganization proceedings.
This Monthly Operating Report has been prepared solely for the purpose of complying with the
monthly reporting requirements applicable in the Bankruptcy Cases and is in a format acceptable to
the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee)
and to the lenders under the DIP Credit Agreement which is discussed in Note 3. The financial
information contained herein is limited in scope and covers a limited time period. Moreover, such
information is unaudited and, as discussed below, is not prepared in accordance with accounting
principles generally accepted in the United States (GAAP). Accordingly, this Monthly Operating
Report should not be used for investment purposes.
Accounting Requirements
The condensed financial statements herein have been prepared in accordance with the guidance
in American Institute of Certified Public Accountants Statement of Position 90-7, Financial
Reporting by Entities in Reorganization under the Bankruptcy Code (SOP 90-7), which is applicable
to companies operating under Chapter 11. SOP 90-7 generally does not change the manner in which
financial statements are prepared. However, it does require that the financial statements for
periods subsequent to the filing of the Chapter 11 petition distinguish transactions and events
that are directly associated with the reorganization from the ongoing operations of the business.
Financial Statements Presented
The unaudited condensed financial statements and supplemental information contained
herein present the condensed financial information of Dana and its Debtor and non-Debtor
subsidiaries with DCC accounted for on an equity basis. Accordingly, intercompany transactions with
DCC have not been eliminated in these financial statements and amounts owed are presented as
intercompany loans and payables. This presentation of condensed Dana financial statements with DCC
on an equity basis, while consistent in format with the financial information required to be
provided to the lenders under the DIP Credit Agreement and acceptable to the U.S.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 7 -
Trustee, does not conform to GAAP, which requires that DCC and its subsidiaries be consolidated
along with Danas other majority-owned subsidiaries.
For consolidated financial statements for Dana and its consolidated subsidiaries prepared in
conformity with GAAP and the notes thereto, see Danas Annual Report on Form 10-K for the year
ended December 31, 2006 (the 2006 Form 10-K) and Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 2007, which have been filed with the U.S. Securities and Exchange
Commission (the SEC).
The condensed statement of operations and cash flows presented herein are for the month and
the eight months ended August 31, 2007. Schedule 1. Cash Disbursements by Debtors contains
further information regarding cash disbursements made by each of the Debtors during the
post-petition period of August 1, 2007 to August 31, 2007.
The condensed financial statements presented herein with DCC accounted for on an equity basis
have been derived from Danas internal books and records. They include normal recurring adjustments
and adjustments that are consistent with those made for financial statements prepared in accordance
with GAAP. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted.
The financial information used in the preparation of this report was not subjected to the
procedures customarily applied in the preparation of Danas quarterly financial information
prepared in accordance with GAAP. Accordingly, the financial information herein is subject to
change and any such change could be material. The results of operations in this report are not
necessarily indicative of results which may be expected for any other period or the full year and
may not be representative of Danas consolidated results of operations, financial position and cash
flows in the future.
Note 2. Reorganization Proceedings
The Debtors are managing their businesses in the ordinary course as debtors in possession,
subject to the supervision of the Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and the orders of the Bankruptcy Court.
Official committees of the Debtors unsecured creditors and retirees not represented by unions
have been appointed in the Bankruptcy Cases and, in accordance with the provisions of the
Bankruptcy Code, have the right to be heard on all matters that come before the Bankruptcy Court.
The Debtors are required to bear certain of the committees costs and expenses, including those of
their counsel and other professional advisors. An official committee of Danas equity security
holders was also appointed and subsequently disbanded.
The Debtors have received approval from the Bankruptcy Court to pay or otherwise honor certain
of their pre-petition obligations, subject to certain restrictions, including employee wages,
salaries, certain benefits and other employee obligations; claims of foreign vendors and certain
suppliers that are critical to the Debtors continued operation; and certain customer program and
warranty claims.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 8 -
Under the Bankruptcy Code, the Debtors have the right to assume or reject executory contracts
(i.e., contracts that are to be performed by both contract parties after the Filing Date) and
unexpired leases, subject to Bankruptcy Court approval and other limitations. In this context,
assuming executory contracts or unexpired leases generally means that the Debtors will agree to
perform their obligations and cure certain existing defaults under the contracts or leases and
rejecting them means that the Debtors will be relieved of their obligations to perform further
under the contracts or leases, which may give rise to unsecured pre-petition claims for damages for
the breach thereof. Since the Filing Date, the Bankruptcy Court has authorized the Debtors to
assume or reject certain unexpired leases and executory contracts. The Plan addresses the proposed
treatment of outstanding unexpired leases and executory contracts upon the Debtors emergence from
bankruptcy.
The Debtors have filed schedules of assets and liabilities existing on the Filing Date,
including certain amendments to the initial schedules, with the Bankruptcy Court. The Bankruptcy
Court established September 21, 2006 as the general bar date (the date by which most entities that
wished to assert a pre-petition claim against a Debtor had to file a proof of claim in writing).
Asbestos-related personal injury claimants, as well as certain other
categories of claimants, were not required to file proofs
of claim by the general bar date. The Debtors continue to process, evaluate, investigate and
reconcile the claims that were submitted. The Debtors have objected to thousands of claims to date
and expect to file additional claim objections with the Bankruptcy Court. Pre-petition claims are
recorded as liabilities subject to compromise. See Note 4 for more information about liabilities
subject to compromise. The Plan addresses the proposed treatment of outstanding claims upon
emergence. Under the Plan, the Debtors propose that asbestos-related personal injury claims be
reinstated upon emergence and that the reorganized Debtors will defend, settle and resolve such
pending and future claims in the ordinary course of business.
The Bankruptcy Court has entered an order establishing procedures for trading in claims and
equity securities which is designed to protect the Debtors potentially valuable tax attributes
(such as net operating loss carryforwards). Under the order, holders or acquirers of 4.75% or more
of Dana stock are subject to certain notice and consent procedures prior to acquiring or disposing
of Dana common shares. Holders of claims against the Debtors that would entitle them to more than
4.75% of the common shares of reorganized Dana under a confirmed plan of reorganization utilizing
the tax benefits provided under Section 382(l)(5) of the Internal Revenue Code may be subject to a
requirement to sell down the excess claims if necessary to implement such a plan of reorganization.
The Plan contemplates utilizing tax benefits under Section 382(l)(6) of the Internal Revenue Code.
With Bankruptcy Court approval, the Debtors have entered into (i) settlement agreements with
their two largest U.S. unions providing terms for settling all outstanding issues with these unions
related to the Bankruptcy Cases; (ii) a plan support agreement setting out the terms under which
these unions, Centerbridge Capital Partners, L.P. (Centerbridge), and certain unsecured creditors
will support the Debtors plan of reorganization; and (iii) an investment agreement providing for
Centerbridge to purchase $250 in Series A convertible preferred shares of reorganized Dana, with
qualified creditors of the Debtors having an opportunity to purchase $500 in Series B convertible
preferred shares and Centerbridge agreeing to purchase up to $250 of the Series B preferred shares
that are not purchased by the qualified creditors. Under these agreements, if a plan of
reorganization for the Debtors does not become effective by February 28, 2008, individual
supporting creditors may withdraw their support and if it does not become effective by May 1, 2008,
the plan support agreement will expire.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 9 -
The Debtors filed the Plan and the related Disclosure Statement with the Bankruptcy Court on
August 31, 2007. Copies of these documents, which are subject to the review and approval of the
Bankruptcy Court, are contained in a Current Report on Form 8-K that Dana filed with the SEC
on September 4, 2007. The Plan describes the anticipated organization, operations and financing of
reorganized Dana if the Plan is approved by the Bankruptcy Court and becomes effective. Among
other things, the Plan incorporates the Debtors commitments under the union settlement agreements
and Centerbridge investment agreement discussed above. Certain provisions of the Plan are the subject of
continuing negotiation among the Debtors and various parties, have not been fully agreed upon, and
may be modified. The Disclosure Statement contains certain information about the Debtors
pre-petition operating and financial history, the events leading up to the commencement of the
Bankruptcy Cases, and significant events that have occurred during the Bankruptcy Cases. The
Disclosure Statement also describes the terms and provisions of the Plan, including certain effects
of confirmation of the Plan; certain risk factors associated with securities to be issued under the
Plan; certain alternatives to the Plan; the manner in which distributions will be made under the
Plan; and the confirmation process and the voting procedures that holders of claims and interests
entitled to vote under the Plan must follow for their votes to be
counted. The Bankruptcy Court has scheduled a hearing on October 23, 2007 to determine whether the
Disclosure Statement contains sufficient information to enable those persons who are entitled to
vote on the Plan to make a decision on how to vote.
Pursuant
to procedures established by the Bankruptcy Court to be followed by
any qualified potential investor interested in exploring a proposal
that would be an alternative to the Centerbridge investment,
Appaloosa Management, L.P. has delivered an offer for an
alternative investment to the Debtors and the Official Committee of
Unsecured Creditors in the Bankruptcy Cases. Dana has reviewed and considered this offer, as contemplated by the alternative proposal procedures. Discussions among the various parties and constituents are ongoing.
Taxes
Income taxes are accounted for in accordance with Statement of Financial Accounting Standards
No. 109, Accounting for Income Taxes. Current and deferred income tax assets and liabilities are
recognized based on events which have occurred and are measured by the enacted tax laws. Based on a
history of losses in the U.S. and near-term prospects for continued losses, Dana established a 100%
valuation allowance against its U.S. federal deferred tax assets in 2005. Deferred tax assets
resulting from subsequent U.S. losses have been offset by increases in the valuation allowances,
effectively eliminating the benefit of those losses. Similar valuation allowances are recorded in
other countries, most notably the U.K., where, based on the profit outlook, realization of the deferred
taxes does not satisfy the more likely than not recognition criterion.
The Debtors have received Bankruptcy Court approval to pay pre-petition sales, use and certain
other taxes in the ordinary course of their businesses. The Debtors believe that they have paid all
taxes when due from and after the Filing Date, other than those taxes that they have been unable
to pay due to the commencement of the Bankruptcy Cases. See Schedule 2. Payroll Taxes Paid and
Schedule 3. Post-petition Sales, Use and Property Taxes Paid for information regarding taxes
paid. The Debtors believe that all tax returns are being prepared and filed when due, or extended
as necessary, and that they are paying all post-petition taxes as they become due or obtaining
extensions for the payment thereof.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 10 -
Note 3. Financing
DIP Credit Agreement
Dana, as borrower, and its Debtor U.S. subsidiaries, as guarantors, are parties to a Senior
Secured Superpriority Debtor-in-Possession Credit Agreement (the DIP Credit Agreement) with
Citicorp North America, Inc., as agent, initial lender and an issuing bank, and with Bank of
America, N.A. and JPMorgan Chase Bank, N.A., as initial lenders and issuing banks. The DIP Credit
Agreement, as amended, has been approved by the Bankruptcy Court. The aggregate amount of the
facility is presently $1,550, including a $650 revolving credit facility (of which $400 is
available for the issuance of letters of credit) and a $900 term loan facility. For a discussion of
the terms of the DIP Credit Agreement, see Note 10 to the consolidated financial statements in Item
8 of the 2006 Form 10-K.
In January 2007, Dana borrowed $200 under the term loan facility bringing the total borrowed
under the facility to $900. Based on its borrowing base collateral, Dana had availability under
the DIP Credit Agreement at August 31, 2007 of $249 after deducting the $100 minimum availability
requirement and $230 for outstanding letters of credit.
The DIP Credit Agreement currently requires Dana and its consolidated subsidiaries to maintain
a rolling 12-month cumulative EBITDAR (earnings before interest, taxes, depreciation, amortization,
restructuring and reorganization charges and other items, as defined
in the DIP Credit Agreement) at specified
levels as of the last day of each calendar month. The EBITDAR requirement for the period ended
August 31, 2007 was $200 and actual EBITDAR for that period was $366, calculated as follows:
EBITDAR Calculation
|
|
|
|
|
|
|
|
|
|
|
September 1, 2006 to |
|
|
Year to Date |
|
|
|
August 31, 2007 |
|
|
August 31, 2007 |
|
|
|
(in millions) |
|
|
(in millions) |
|
Net loss |
|
$ |
(843 |
) |
|
$ |
(317 |
) |
Plus - |
|
|
|
|
|
|
|
|
Interest expense |
|
|
81 |
|
|
|
60 |
|
Income tax expense |
|
|
89 |
|
|
|
29 |
|
Depreciation and amortization expense |
|
|
278 |
|
|
|
184 |
|
Asset impairment |
|
|
70 |
|
|
|
|
|
Goodwill impairment |
|
|
46 |
|
|
|
|
|
Realignment charges |
|
|
243 |
|
|
|
163 |
|
Reorganization items, net |
|
|
219 |
|
|
|
197 |
|
Loss from discontinued operations |
|
|
137 |
|
|
|
49 |
|
Minority interest |
|
|
13 |
|
|
|
9 |
|
Less - |
|
|
|
|
|
|
|
|
Equity in earnings (loss) of affiliates |
|
|
(87 |
) |
|
|
27 |
|
Non-recurring items |
|
|
12 |
|
|
|
17 |
|
Interest income |
|
|
42 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDAR |
|
$ |
366 |
|
|
$ |
301 |
|
|
|
|
|
|
|
|
Case Number: 06-10354 (BRL) (Jointly Administered)
- 11 -
In April 2007, certain of Danas U.K. subsidiaries settled their continuing pension plan
obligations through a cash payment of $93 and the transfer of a 33% equity interest in Danas
remaining U.K. axle and driveshaft operating businesses for the benefit of the plan participants.
As a result of this pension settlement, realignment charges in the above table include $136 for the
first eight months of 2007 and loss from discontinued operations includes $17 for the same period.
For Annual Incentive Plan (AIP) purposes, a definition of EBITDAR is used that excludes
certain items included in the above definition. The year-to-date EBITDAR for AIP purposes as of
August 31, 2007 was $292.
Canadian Credit Agreement
In June 2006, Dana Canada Corporation (Dana Canada), as borrower, and certain of its
Canadian affiliates, as guarantors, entered into a Credit Agreement (the Canadian Credit
Agreement) with Citibank Canada as agent, initial lender and an issuing bank, and with JPMorgan
Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as initial lenders
and issuing banks. The Canadian Credit Agreement provides a $100 revolving credit facility, of
which $5 is available for the issuance of letters of credit. At August 31, 2007, based on Dana
Canadas borrowing base collateral, it had availability of $55 after deducting the $20 minimum
availability requirement and $2 for currently outstanding letters of credit. Dana Canada had no
borrowings under this agreement at August 31, 2007.
European Receivables Loan Facility
In July 2007, certain of Danas non-Debtor European subsidiaries entered into definitive
agreements to establish a five-year accounts receivable securitization facility under which the
euro equivalent of approximately $225 in financing is available to them. Under the agreements,
these subsidiaries may, directly or indirectly, sell certain receivables to a special purpose
limited liability company incorporated in Ireland, which will pay for the receivables with the
proceeds of (i) loans from GE Leveraged Loans Limited (GE) and other lenders and (ii) subordinated
loans from another Dana subsidiary. The purchased accounts receivable are included in Danas
consolidated financial statements (because the special purpose company does not meet certain
accounting requirements for treatment as a qualifying special purpose entity under GAAP and the
sellers retain control of the assets that secure the loans), as are the loans to the special
purpose company from GE and the participating lenders. The sales of the accounts receivable and
the subordinated loans are eliminated in consolidation. The proceeds from the sales of the
transferred receivables will principally be reinvested in Danas European businesses, including the
repayment of intercompany debt. Borrowings under this facility totaled $29 at August 31, 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 12 -
Note 4. Liabilities Subject to Compromise
As a result of the Chapter 11 filings, the Debtors pre-petition indebtedness is subject
to compromise or other treatment under a plan of reorganization. SOP 90-7 requires that
pre-petition liabilities subject to compromise be reported at the amounts expected to be
allowed as claims, even if they may ultimately be settled for different amounts. The amounts
currently classified as liabilities subject to compromise represent Danas estimate of known or
potential pre-petition claims to be addressed in connection with the Bankruptcy Cases and
include the liabilities subject to compromise of discontinued operations. Such claims remain
subject to future adjustments resulting from, among other things, negotiations with creditors,
rejection of executory contracts and unexpired leases and orders of the Bankruptcy Court.
The amount of liabilities subject to compromise reported herein was $4,067 at August 31,
2007. This amount includes an intercompany payable to DCC of $325 (the DCC Claim) which is not
eliminated under this basis of presentation. In addition, substantially all of the Debtors
pre-petition debt is in default due to the bankruptcy filing and Debtors pre-petition debt of
$1,585 is also included in liabilities subject to compromise. The Plan addresses the proposed
treatment of the Debtors pre-petition debt and the DCC Claim.
At the Filing Date, in accordance with SOP 90-7, Dana discontinued recording interest
expense on debt classified as liabilities subject to compromise. Contractual interest on all
debt, including the portion classified as liabilities subject to compromise, amounted to $21
and $133 for the one month and eight months ended August 31, 2007.
Note 5. Reorganization Items
SOP 90-7 requires that reorganization items, such as professional fees directly related to the
process of reorganizing under Chapter 11 and adjustments to the carrying value of certain
pre-petition liabilities to their estimated allowable claim amounts, be reported separately. The
Debtors reorganization expense items for the month of August 2007 consisted of professional fees
and contract rejection damages, partially offset by interest income. Contract rejection damages
for August included a general, unsecured, non-priority claim of $90 allowed under a previously
reported settlement agreement with Sypris Solutions, Inc. (Sypris). The settlement amount, which
primarily covers damages alleged by Sypris in connection with renegotiation of existing supply
agreements, is recorded in liabilities subject to compromise.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 13 -
Pursuant to orders of the Bankruptcy Court, professionals retained by the Debtors and by the
official statutory committees appointed in the Bankruptcy Cases are entitled to receive payment for
their fees and expenses on a monthly basis, subject to compliance with certain procedures
established by the Bankruptcy Code and orders of the Bankruptcy Court. In some cases, the
professionals retained by the Debtors in the Bankruptcy Cases are also providing services to the
Debtors non-Debtor subsidiaries and are being paid for such services by the non-Debtor
subsidiaries. With respect to the Debtors foreign non-Debtor subsidiaries, payments for services
to these entities in U.S. dollars are being made by the Debtors and reimbursed by the foreign
non-Debtor subsidiaries through the ordinary course netting process established under the Debtors
consolidated cash management system. In addition, under the terms of the DIP Credit Agreement, the
Debtors are obligated to reimburse the lenders for the fees and expenses of their professionals.
The Debtors are making the required payments to such professionals, as described above, and believe
they are current with regard to such payments.
Note 6. Post-petition Accounts Payable
The Debtors believe that all undisputed post-petition accounts payable have been and are being
paid under agreed payment terms and the Debtors intend to continue paying all undisputed
post-petition obligations as they become due. See Schedule 1. Cash Disbursements by Debtors for
post-petition disbursements in August 2007.
Case Number: 06-10354 (BRL) (Jointly Administered)
- 14 -
|
|
|
In re Dana Corporation, et al. |
|
|
Reporting Period: August 1, 2007 August 31, 2007
|
|
Schedule 1 |
Cash Disbursements by Debtors |
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 2007 |
|
Petitioning Entities: |
|
Case Number: |
|
|
Disbursements |
|
Dana Corporation |
|
|
06-10354 |
|
|
$ |
412,267 |
|
Dakota New York Corp |
|
|
06-10351 |
|
|
|
|
|
Brake Systems, Inc. |
|
|
06-10355 |
|
|
|
|
|
BWDAC, Inc. |
|
|
06-10357 |
|
|
|
|
|
Coupled Products, Inc. |
|
|
06-10359 |
|
|
|
|
|
Dana Atlantic, LLC |
|
|
06-10360 |
|
|
|
266 |
|
Dana Automotive Aftermarket, Inc. |
|
|
06-10362 |
|
|
|
|
|
Dana Brazil Holdings I, LLC |
|
|
06-10363 |
|
|
|
|
|
Dana Brazil Holdings, LLC |
|
|
06-10364 |
|
|
|
|
|
Dana Information Technology, LLC |
|
|
06-10365 |
|
|
|
|
|
Dana International Finance, Inc. |
|
|
06-10366 |
|
|
|
|
|
Dana International Holdings, Inc. |
|
|
06-10367 |
|
|
|
|
|
Dana Risk Management Services, Inc. |
|
|
06-10368 |
|
|
|
189 |
|
Dana Technology, Inc. |
|
|
06-10369 |
|
|
|
|
|
Dana World Trade Corporation |
|
|
06-10370 |
|
|
|
|
|
Dandorr L.L.C. |
|
|
06-10371 |
|
|
|
|
|
Dorr Leasing Corporation |
|
|
06-10372 |
|
|
|
|
|
DTF Trucking, Inc. |
|
|
06-10373 |
|
|
|
|
|
Echlin-Ponce, Inc. |
|
|
06-10374 |
|
|
|
|
|
EFMG, LLC |
|
|
06-10375 |
|
|
|
|
|
EPE, Inc. |
|
|
06-10376 |
|
|
|
|
|
ERS, LLC |
|
|
06-10377 |
|
|
|
|
|
Flight Operations, Inc. |
|
|
06-10378 |
|
|
|
|
|
Friction, Inc. |
|
|
06-10379 |
|
|
|
|
|
Friction Materials, Inc. |
|
|
06-10380 |
|
|
|
|
|
Glacier Vandervell, Inc. |
|
|
06-10381 |
|
|
|
2 |
|
Hose & Tubing Products, Inc. |
|
|
06-10382 |
|
|
|
|
|
Lipe Corporation |
|
|
06-10383 |
|
|
|
|
|
Long Automotive, LLC |
|
|
06-10384 |
|
|
|
|
|
Long Cooling, LLC |
|
|
06-10385 |
|
|
|
|
|
Long USA, LLC |
|
|
06-10386 |
|
|
|
|
|
Midland Brake, Inc. |
|
|
06-10387 |
|
|
|
|
|
Prattville Mfg, Inc. |
|
|
06-10388 |
|
|
|
|
|
Reinz Wisconsin Gasket, LLC |
|
|
06-10390 |
|
|
|
1 |
|
Spicer Heavy Axle & Brake, Inc. |
|
|
06-10391 |
|
|
|
|
|
Spicer Heavy Axle Holdings, Inc. |
|
|
06-10392 |
|
|
|
|
|
Spicer Outdoor Power Equipment Components |
|
|
06-10393 |
|
|
|
|
|
Torque-Traction Integration Technologies, LLC |
|
|
06-10394 |
|
|
|
|
|
Torque-Traction Manufacturing Technologies, LLC |
|
|
06-10395 |
|
|
|
103 |
|
Torque-Traction Technologies, LLC |
|
|
06-10396 |
|
|
|
|
|
United Brake Systems, Inc. |
|
|
06-10397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Disbursements |
|
|
|
|
|
$ |
412,828 |
(a) |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Total disbursements may include certain payments made by the Debtors on behalf of non-Debtors
pursuant to their cash management order. Disbursements are actual cash disbursements incurred for
the month. |
Case Number: 06-10354 (BRL) (Jointly Administered)
- 15 -
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 2 |
Reporting Period: August 1, 2007 August 31, 2007 |
|
|
Payroll Taxes Paid |
|
|
|
|
|
(Dollars in 000s) |
|
|
|
|
|
|
|
|
|
|
|
FEDERAL |
|
|
|
|
|
|
|
TOTALS |
Liabilities incurred or withheld |
|
|
FIT |
|
FICA-ER |
|
FICA-EE |
|
FUTA |
|
|
$9,290
|
|
$4,584
|
|
$4,584
|
|
$
|
|
$18,458 |
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
FIT |
|
FICA-ER |
|
FICA-EE |
|
FUTA |
|
|
$(9,290)
|
|
$(4,584)
|
|
$(4,584)
|
|
$
|
|
$(18,458) |
|
|
|
|
|
|
|
|
|
STATE |
|
|
|
|
|
TOTALS |
Liabilities incurred or withheld |
|
|
SIT |
|
SUI-ER |
|
SUI-EE |
|
SDI-EE |
|
|
$2,219
|
|
$
|
|
$
|
|
$7
|
|
$2,227 |
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
SIT |
|
SUI-ER |
|
SUI-EE |
|
SDI-EE |
|
|
$(2,219)
|
|
$
|
|
$
|
|
$(7)
|
|
$(2,227) |
|
|
|
|
|
|
|
|
|
LOCAL |
|
|
|
|
|
|
|
TOTALS |
Liabilities incurred or withheld |
|
|
CIT |
|
|
|
|
|
|
|
|
$536
|
|
|
|
|
|
|
|
$536 |
|
|
|
|
|
|
|
|
|
Deposits released and pending |
|
|
CIT |
|
|
|
|
|
|
|
|
$(536)
|
|
|
|
|
|
|
|
$(536) |
Case Number: 06-10354 (BRL) (Jointly Administered)
- 16 -
|
|
|
In re Dana Corporation, et al.
|
|
Schedule 3 |
Reporting Period: August 1, 2007 August 31, 2007 |
|
|
Post-petition Sales, Use and Property Taxes Paid |
|
|
(Dollars in 000s)
|
|
|
|
|
|
|
|
|
Tax Authority |
|
State |
|
Type of Tax |
|
Taxes Paid |
|
|
Bronson City Treasurer |
|
MO |
|
Property |
|
|
(A |
) |
Boyle County Tax Administrator |
|
KY |
|
Miscellaneous |
|
|
(A |
) |
City of Auburn Hills |
|
MI |
|
Property |
|
|
313 |
|
City of Crossville |
|
TN |
|
Property |
|
|
18 |
|
City of Glasgow |
|
KY |
|
Property |
|
|
2 |
|
City of St. Clair |
|
MI |
|
Property |
|
|
80 |
|
Commonwealth of Pennsylvania |
|
PA |
|
Miscellaneous |
|
|
18 |
|
Daviess County Sheriff |
|
KY |
|
Property |
|
|
14 |
|
Escambia County Tax Collector |
|
FL |
|
Property |
|
|
235 |
|
Florida Dept of Revenue |
|
FL |
|
Sales/use |
|
|
3 |
|
Garland Independent School District |
|
TX |
|
Property |
|
|
133 |
|
Harrison County Treasurer |
|
TX |
|
Property |
|
|
28 |
|
Illinois Dept of Revenue |
|
IL |
|
Sales/use |
|
|
1 |
|
Indiana Dept of Revenue |
|
IN |
|
Sales/use |
|
|
15 |
|
Iredell County Tax Collector |
|
TN |
|
Property |
|
|
121 |
|
Kentucky Dept of Revenue |
|
KY |
|
Sales/use |
|
|
63 |
|
King County Treasurer |
|
WA |
|
Property |
|
|
13 |
|
Lucas County Treasurer |
|
OH |
|
Property |
|
|
44 |
|
Maumee City Schools |
|
OH |
|
Property |
|
|
45 |
|
Michigan Dept of Treasury |
|
MI |
|
Sales/use |
|
|
17 |
|
Missouri Dept of Revenue |
|
MO |
|
Sales/use |
|
|
11 |
|
New York State Tax Commission |
|
NY |
|
Income |
|
|
1 |
|
Ohio State Treasurer |
|
OH |
|
Commercial Activity |
|
|
256 |
|
Ohio State Treasurer |
|
OH |
|
Sales/use |
|
|
81 |
|
Pennsylvania Dept of Revenue |
|
PA |
|
Sales/use |
|
|
(A |
) |
Pottstown Tax Collector |
|
PA |
|
Property |
|
|
96 |
|
South Carolina Dept of Revenue |
|
SC |
|
Sales/use |
|
|
1 |
|
Southfield Township Treasurer |
|
MI |
|
Property |
|
|
(A |
) |
State of Michigan |
|
MI |
|
Miscellaneous |
|
|
27 |
|
Tennessee Dept of Revenue |
|
TN |
|
Sales/use |
|
|
26 |
|
Texas Comptroller |
|
TX |
|
Sales/use |
|
|
4 |
|
United States Treasury |
|
|
|
Miscellaneous |
|
|
1 |
|
Village of Bingham Farms |
|
MI |
|
Property |
|
|
(A |
) |
Wood County Treasurer |
|
OH |
|
Property |
|
|
3 |
|
Wisconsin Dept of Revenue |
|
WI |
|
Sales/use |
|
|
1 |
|
Wyandot County Treasurer |
|
OH |
|
Property |
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,787 |
|
|
|
|
|
|
|
|
|
|
|
|
(A) - |
|
amount less than one thousand dollars |
Case Number: 06-10354 (BRL) (Jointly Administered)
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