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
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| Date of Report (Date of earliest event reported):
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August 13, 2007 |
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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) |
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Registrant’s telephone number, including area code:
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(419) 535-4500 |
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(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.
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Exhibit No.
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Description |
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Form of Transferee Acknowledgement |
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