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): March 28, 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 |
| |
| (Address of principal executive offices) |
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.
In the fourth quarter of 2005, Dana Corporation (Dana) announced plans to divest its non-core
fluid routing products business and classified the business as a discontinued operation. Since the
first quarter of 2006, Dana has been actively engaged in seeking potential buyers for the business
and negotiating the terms of sale.
On March 28, 2007, Dana and Orhan Holding, A.S. (Orhan) entered into an Agreement to Purchase
Assets and Stock (the Agreement) under which, among other things, Dana and certain of its
affiliates (the Dana Entities) will sell the European portion of their fluid routing products
business and certain portions of their North American business to Orhan and certain of its
affiliates (the Orhan Entities). The assets to be sold under the Agreement are located at three
facilities in the United States (U.S.), one facility in Mexico and one facility in the United
Kingdom, and are used primarily to manufacture hose and tubing products. The Dana Entities will
also sell their equity in fluid routing products companies in France, Slovakia and Spain and their
interests in three existing joint ventures with Orhan that have operations in France and Turkey.
The revenues of the operations being sold (not including the revenues of the three joint ventures)
totaled approximately $266 million in 2006. Under the Agreement, the aggregate purchase price will
be $70 million, subject to usual closing adjustments, and the Orhan Entities will assume certain
liabilities of the operations at closing.
In addition to the assets covered by the Agreement with Orhan, the Dana Entities have six
other fluid routing products plants in the U.S. that manufacture coupled products and had revenues
totaling approximately $200 million in 2006.
The proposed transactions with Orhan are subject to the approval of the United States
Bankruptcy Court for the Southern District of New York, which has jurisdiction over Dana’s
bankruptcy case, In re Dana Corporation, et al., Case No. 06-10354 (BRL), and to customary
government regulatory approvals and closing conditions. Dana has filed a motion with the
Bankruptcy Court seeking approval of procedures that will provide an opportunity for competitive
bids on the assets, equity and joint venture interests covered by the Agreement with Orhan and the
six other U.S. fluid routing products plants. While there can be no assurance, Dana expects that
the bidding process for all components of its fluid routing products business will be completed by
the end of May 2007 and that the sale of all components of this business will be completed in the
second quarter of 2007.
2