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): November 1, 2004
DANA CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 1-1063 34-4361040
-------- ------ ----------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
4500 Dorr Street, Toledo, Ohio 43615
------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 535-4500
---------------
-------------------------------------------------------------
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2004, Dana Corporation ("Dana") entered into an
amendment to the agreement to sell its automotive aftermarket businesses to
Affinia Group Inc. ("Affinia," f/k/a AAG Opco Corp.), an affiliate of The
Cypress Group.
The amendment provides, among other things, that the purchase price for
the automotive aftermarket businesses will consist of (i) $950 million in cash
and (ii) a note issued to Dana by an Affinia affiliate with an initial face
amount of $74.5 million.
The text of the amendment, and Dana's press release announcing the
amendment, are attached to this Form 8-K as Exhibits 99.1 and 99.2,
respectively, and are hereby incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Amendment No. 1 to the Stock and Asset Purchase Agreement,
dated as of November 1, 2004
99.2 Press release issued by Dana Corporation on November 1, 2004
2
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: November 2, 2004 By: /s/ Michael L. DeBacker
---------------------------
Name: Michael L. DeBacker
Title: Vice President, General Counsel and
Secretary
3
EXHIBIT INDEX
99.1 Amendment No. 1 to the Stock and Asset Purchase Agreement,
dated as of November 1, 2004
99.2 Press release issued by Dana Corporation on November 1, 2004
4