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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 22)
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DANA CORPORATION
(Name of Subject Company)
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DANA CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(including the Associated Series A Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
235811 10 6
(CUSIP Number of Class of Securities)
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Michael L. DeBacker, Esq.
Vice President, General Counsel and Secretary
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
(419) 535-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Adam O. Emmerich, Esq.
David C. Karp, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The purpose of this amendment is to amend and supplement Item
4(b) in the Solicitation/Recommendation Statement on Schedule 14D-9 previously
filed by Dana Corporation, a Virginia corporation, on July 22, 2003, as
thereafter amended.
Item 4.
Item 4(b) is hereby amended by adding the following paragraphs
to the end of such Section:
On November 17, 2003, ArvinMeritor issued the following press
release:
TROY, Mich., Nov. 17 /PRNewswire-FirstCall/ -- ArvinMeritor,
Inc. (NYSE: ARM) today announced that it is increasing its tender offer to
$18.00 per share in cash to acquire all of the outstanding common shares of
Dana Corporation (NYSE: DCN).
Larry Yost, chairman and chief executive officer of
ArvinMeritor, said, "We continue to believe this is a logical combination
that makes strategic sense. When we first approached Dana on June 4, 2003,
Dana's stock was trading at under $10.00 per share. Since then, nothing in
Dana's recent performance has indicated that its current stock levels are
sustainable as an independent company. If the Dana board gives our offer a
fair and objective review, we believe that they will want to pursue a
combination of the two companies. However, our primary responsibility is to
ArvinMeritor's shareowners, and we do not believe it is in their best
interests to continue expending valuable corporate resources for an
indeterminate period of time."
ArvinMeritor said that this is its final offer, and that the
company will terminate its tender offer at 5 p.m. (EST) on Tuesday, Dec. 2,
2003, unless the Dana board agrees to begin negotiating a definitive merger
agreement by that date.
The following letter was sent to Dana's chairman of the board
today, informing him of ArvinMeritor's increased offer.
Nov. 17, 2003
Mr. Glen Hiner
Chairman of the Board
Dana Corporation
Toledo, Ohio 43697
Dear Glen:
Today, ArvinMeritor is increasing its tender offer to
$18.00 per share in cash to acquire all of the outstanding common shares
of Dana Corporation. We want you to know that this is our final offer to
Dana.
We continue to believe that ArvinMeritor and Dana is a
logical combination that makes strategic sense. If your board gives our
offer a fair and objective review, they will want to pursue it. However,
our primary responsibility is to our own
shareowners, and we do not believe it is in their best interests to
continue expending valuable corporate resources for an indeterminate
period of time.
We have always maintained that a negotiated transaction is
the most desirable means for combining our two companies. We urge you to
carefully weigh the implications of refusing once again to sit down and
discuss a transaction that would immediately benefit Dana's shareowners.
If the Dana board does not enter into negotiations with us, they will
deprive Dana's shareowners of immediate and substantial value.
We are hopeful the Dana board recognizes the significant
benefits of our $18.00 per share offer. ArvinMeritor will terminate its
tender offer at 5 p.m. (EST) on Tuesday, Dec. 2, 2003, unless your board
agrees to begin negotiating a definitive merger agreement in good faith
by that date. We look forward to a timely response.
Sincerely,
/s/ Larry Yost
Larry Yost
ArvinMeritor announced that it has extended its offer for all
of the outstanding common shares of Dana's common stock until 5 p.m. (EST)
on Dec. 2, 2003. The offer was previously scheduled to expire at 5 p.m.
(EST) on Dec. 1, 2003. At the end of business on Nov. 14, 2003, Dana
shareowners had tendered and not withdrawn approximately 1,017,000 shares
pursuant to ArvinMeritor's tender offer.
ArvinMeritor, Inc. is a premier $8-billion global supplier of
a broad range of integrated systems, modules and components to the motor
vehicle industry. The company serves light vehicle, commercial truck,
trailer and specialty original equipment manufacturers and related
aftermarkets. Headquartered in Troy, Mich., the company employs
approximately 32,000 people at more than 150 manufacturing facilities in 27
countries. ArvinMeritor common stock is traded on the New York Stock
Exchange under the ticker symbol ARM. For more information, visit the
company's Web site at: www.arvinmeritor.com.
The solicitation and offer to purchase is made only pursuant
to the Offer to Purchase and related materials that ArvinMeritor and Delta
Acquisition Corp. filed with the Securities and Exchange Commission on July
9, 2003. Investors and security holders are advised to read such documents
because they include important information. Investors and security holders
may obtain a free copy of such documents at the SEC's website at
www.sec.gov, from ArvinMeritor at 2135 W. Maple Road, Troy, MI 48084, Attn:
Investor Relations, or by contacting Mackenzie Partners, Inc. at (212)
929-5500 collect or at (800) 322-2885 toll-free or by email at
proxy@mackenziepartners.com.
This press release contains statements relating to future
results of the company (including certain projections and business trends)
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from
those projected as a result of certain risks and uncertainties, including,
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but not limited to, global economic and market conditions; the demand for
commercial, specialty and light vehicles for which the company supplies
products; risks inherent in operating abroad, including foreign currency
exchange rates; potential increases in raw material costs; OEM program
delays; demand for and market acceptance of new and existing products;
successful development of new products; reliance on major OEM customers;
labor relations of the company, its customers and suppliers; the outcome of
the tender offer for common stock of Dana Corp.; successful integration of
acquired or merged businesses; the ability to achieve the expected annual
savings and synergies from past and future business combinations;
competitive product and pricing pressures; the amount of the company's debt;
the ability of the company to access capital markets; credit ratings of the
company's debt; the outcome of existing and any future legal proceedings,
including any litigation with respect to environmental or asbestos-related
matters; as well as other risks and uncertainties, including, but not
limited to, those detailed from time to time in the filings of the company
with the Securities and Exchange Commission.
The Company issued the following press release later in the
day on November 17, 2003:
TOLEDO, Ohio, November 17, 2003 - Dana Corporation (NYSE: DCN)
issued the following statement today, in response to the announcement by
ArvinMeritor, Inc. (NYSE: ARM) of a revised tender offer for outstanding
Dana shares.
"ArvinMeritor has today announced a revised tender offer for
all outstanding shares of Dana common stock at a price of $18 per share.
Dana's Board will evaluate ArvinMeritor's revised offer and will advise
Dana shareholders of the Board's position regarding the revised offer and
its reasons for such position. Dana urges its shareholders to defer
making a determination of whether to accept or reject ArvinMeritor's
revised offer until they have been advised of the Dana Board's position.
"Dana's shareholders, and its customers, suppliers and
employees, are strongly advised to read carefully Dana's
solicitation/recommendation statement regarding ArvinMeritor's revised
tender offer, when it becomes available, because it will contain
important information. Free copies of the solicitation/ recommendation
statement, which will be filed by Dana with the Securities and Exchange
Commission, will be available at the SEC's web site at www.sec.gov, or at
the Dana web site at www.dana.com, and also by directing requests to
Dana's Investor Relations Department."
Dana is a global leader in the design, engineering, and
manufacture of value-added products and systems for automotive, commercial,
and off-highway vehicle manufacturers and their related aftermarkets. The
company employs approximately 60,000 people worldwide. Founded in 1904 and
based in Toledo, Ohio, Dana operates hundreds of technology, manufacturing,
and customer service facilities in 30 countries. The company reported 2002
sales of $9.5 billion.
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SIGNATURE
After due 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.
DANA CORPORATION
By: /s/ Robert C. Richter
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Robert C. Richter
Vice President and
Chief Financial Officer
Dated: November 17, 2003