SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Dana Corporation
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(Name of Issuer)
Common Stock, $1 par value
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(Title of Class of Securities)
235811106
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(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 2007
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 235811106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 235811106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 235811106
---------------------
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Item 1. Security and Issuer.
Dana Corporation (the "Issuer"), Common Stock, $1 par value (the "Shares")
The address of the issuer is 4500 Dorr Street, Toledo, Ohio 43615.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D, Amendment No. 1, is being filed by Harbinger Capital
Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners
Offshore Manager, L.L.C., ("HMC Management"), the sole investment manager of the
Master Fund, HMC Investors, L.L.C., ("HMC Investors") the managing member of HMC
Management, Harbert Management Corporation ("HMC"), the managing member of HMC
Investors, Philip Falcone, a member of HMC who acts as the portfolio manager of
the Master Fund, Raymond J. Harbert, a member of HMC, and Michael D. Luce, a
member of HMC (each of the Master Fund, HMC Management, HMC Investors, HMC,
Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein
as a "Reporting Person" and collectively may be referred to as "Reporting
Persons").
The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger Management
and HMC Investors is a Delaware limited liability company. HMC is an Alabama
corporation. Each of Philip Falcone, Raymond J. Harbert and Michael D. Luce is a
United States citizen. The principal business address for Philip Falcone is 555
Madison Avenue, 16th Floor, New York, New York 10022. The principal business
address for each of HMC Management, HMC Investors, HMC, Raymond J. Harbert and
Michael D. Luce is One Riverchase Parkway South, Birmingham, Alabama 35244.
(d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof the Master Fund may be deemed to beneficially own 0
Shares.
As of the date hereof HMC Management may be deemed to beneficially own 0 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 0 Shares.
As of the date hereof HMC may be deemed to beneficially own 0 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 0 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own 0
Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own 0
Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
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Item 4. Purpose of Transaction.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons evaluate their investment in the Shares on a continual
basis. The Reporting Persons have no plans or proposals as of the date of this
filing which, other than as expressly set forth below, relate to, or would
result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders and others regarding alternatives that the Issuer could
employ to significantly increase shareholder value. In particular, the Issuer is
in a reorganization case under title 11, United States Code, and the Reporting
Persons reserve their right to influence such reorganization.
The Reporting Persons reserve the right to effect transactions that would change
the number of shares they may be deemed to beneficially own.
The Reporting Persons further reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should it
determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors, the Issuer's creditors, the Court,
the Issuer's shareholders and others.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 0 Shares, constituting 0.0% of the Shares of the Issuer, based upon
149,823,595 Shares outstanding as of October 31, 2007.
The Master Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
(a, b) As of the date hereof, HMC Management may be deemed to be the beneficial
owner of 0 Shares, constituting 0.0% of the Shares of the Issuer, based upon
149,823,595 Shares outstanding as of October 31, 2007.
HMC Management has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
HMC Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 0 Shares, constituting 0.0% of the Shares of the Issuer, based upon
149,823,595 Shares outstanding as of October 31, 2007.
HMC Investors has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of 0
Shares, constituting 0.0% of the Shares of the Issuer, based upon 149,823,595
Shares outstanding as of October 31, 2007.
HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 0 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 0 Shares.
HMC specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 0 Shares, constituting 0.0% of the Shares of the Issuer, based upon
149,823,595 Shares outstanding as of October 31, 2007.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 0 Shares, constituting 0.0% of the Shares of the Issuer,
based upon 149,823,595 Shares outstanding as of October 31, 2007.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 0 Shares, constituting 0.0% of the Shares of the Issuer, based upon
149,823,595 Shares outstanding as of October 31, 2007.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 0 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 0 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares by the Reporting Persons are set forth in
Exhibit B.
(d) Not applicable
(e) On December 27, 2007, the Reporting Persons sold all of their Shares in the
Issuer. Therefore, the Reporting Persons no longer beneficially own 5% or more
of the Shares of the Issuer.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
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Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
- -----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
- -----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
- -----------------------------
/s/ Philip Falcone
- ------------------
Philip Falcone
/s/ Raymond J. Harbert
- ----------------------
Raymond J. Harbert
/s/ Michael D. Luce
- -------------------
Michael D. Luce
December 31, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 1, dated December
31, 2007 relating to the Common Stock, $1 par value of Dana Corporation shall be
filed on behalf of the undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
- -----------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
- -----------------------------
HMC Investors, L.L.C.
By: /s/ William R. Lucas, Jr.
- -----------------------------
Harbert Management Corporation
By: /s/ William R. Lucas, Jr.
- -----------------------------
/s/ Philip Falcone
- ------------------
Philip Falcone
/s/ Raymond J. Harbert
- ----------------------
Raymond J. Harbert
/s/ Michael D. Luce
- -------------------
Michael D. Luce
December 31, 2007
Exhibit B
Transactions in the Common Stock, $1 par value
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TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Date of Number of Shares Price per Share
Transaction Purchase/(Sold)
12/27/2007 (8,701,000) 0.025
SK 03773 0003 842228