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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 14
TO SCHEDULE TO (RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DANA CORPORATION
(Name of Subject Company (Issuer))
DELTA ACQUISITION CORP.
ARVINMERITOR, INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
23581110
(CUSIP Number of Class of Securities)
VERNON G. BAKER, II, ESQ.
ARVINMERITOR, INC.
2135 WEST MAPLE ROAD
TROY, MICHIGAN 48084
TELEPHONE: (248) 435-1000
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
COPIES TO:
DENNIS J. FRIEDMAN, ESQ.
STEVEN P. BUFFONE, ESQ.
GIBSON, DUNN & CRUTCHER LLP
200 PARK AVE.
NEW YORK, NEW YORK 10166
TELEPHONE: (212) 351-4000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
[X] Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
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SCHEDULE TO
This Amendment No. 14 to the Tender Offer Statement on Schedule TO amends
and supplements the statement originally filed on July 9, 2003 (as amended or
supplemented prior to the date hereof, the "Schedule TO") by ArvinMeritor, Inc.,
an Indiana corporation ("Parent"), and Delta Acquisition Corp., a Virginia
corporation and a wholly owned subsidiary of Parent (the "Purchaser"). The
Schedule TO relates to the offer by the Purchaser to purchase (1) all
outstanding shares ("Shares") of common stock, par value $1.00 per share, of
Dana Corporation, a Virginia corporation (the "Company"), and (2) unless and
until validly redeemed by the board of directors of the Company, the associated
rights to purchase shares of Series A Junior Participating Preferred Stock, no
par value, of the Company (the "Rights") issued pursuant to the Rights
Agreement, dated as of April 25, 1996 (as amended from time to time, the "Rights
Agreement"), by and between the Company and Chemical Mellon Shareholder Services
L.L.C., as Rights Agent, at a price of $15.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 9, 2003 (as amended or supplemented prior
to the date hereof, the "Offer to Purchase"), and in the related Letter of
Transmittal. Unless the context otherwise requires, all references to the Shares
shall be deemed to include the associated Rights, and all references to the
Rights shall be deemed to include the benefits that may inure to holders of
Rights pursuant to the Rights Agreement. This Amendment No. 14 to the Schedule
TO is being filed on behalf of the Purchaser and Parent.
Capitalized terms used and not defined herein have the meanings specified
in the Offer to Purchase and the Schedule TO.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Section 1 of Schedule I of the Offer to Purchase is hereby amended by
deleting the information concerning Diane S. Bullock and Craig M. Stinson, who
resigned their positions with Parent earlier this year.
Section 1 of Schedule I of the Offer to Purchase is hereby further amended
by inserting the following information concerning Brian P. Casey and Rakesh
Sachdev, who were confirmed as officers of Parent on September 17, 2003,
immediately after the information concerning Vernon G. Baker, II and Terrence E.
O'Rourke, respectively:
CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL POSITIONS HELD DURING THE
NAME TITLE PAST FIVE YEARS
---- ----- --------------------------------------------
Brian P. Casey Vice President Vice President and Treasurer since July
and Treasurer 2003; Vice President, Global Systems of Lear
Corporation (automotive systems supplier)
from September 2002 to July 2003; Assistant
Treasurer of Lear Corporation from June 2000
to September 2002; Treasury Director of
Kellogg Company (packaged goods
manufacturer) from June 1995 to June 2000.
Rakesh Sachdev Vice President Vice President and Controller since August
and Controller 2003; Vice President and General Manager,
Worldwide Braking Systems of ArvinMeritor
from December 2000 to July 2003; Vice
President and General Manager, Worldwide
Trailer Products of ArvinMeritor from
February 1999 to December 2000. Prior to
joining Arvinmeritor, Mr. Sachdev held
senior management positions with Cummins
Inc. (diesel engines and related
components), most recently as Chief
Financial Officer of Cummins' Automotive
Business Unit.
1
Section 1 of Schedule I of the Offer to Purchase is hereby further amended
by deleting the information concerning William R. Newlin and Juan L. De La Riva
in their entirety and replacing them, respectively, with the following:
CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL POSITIONS HELD DURING THE
NAME TITLE PAST FIVE YEARS
---- ----- -------------------------------------------
William R. Newlin Director Executive Vice President and Chief
Administrative Officer, Dick's Sporting
Goods, Inc. (sporting goods). Mr. Newlin
has been a director since July 2003. He has
been the Executive Vice President and Chief
Administrative Officer of Dick's Sporting
Goods, Inc. since September 2003 and the
Managing General Partner of CEO Venture
Fund since 1985. He also served as the
Chairman and CEO of Buchanan Ingersoll
Professional Corporation from 1980 to
September 2003. Mr. Newlin is the Lead
Director of Kennametal Inc. and a director
of Black Box Corporation.
Juan L. De La Riva Senior Vice Senior Vice President and President, Light
President and Vehicle Systems since August 2003; Senior
President, Vice President, Corporate Development &
Light Vehicle Strategy, Engineering and Procurement of
Systems ArvinMeritor from October 2001 to August
2003; Senior Vice President, Corporate
Development and Strategy of ArvinMeritor
from July 2000 to October 2001; Senior Vice
President, Business Development of Meritor
from February 2000 to July 2000; Senior
Vice President, Business Development and
Communications of Meritor from February
1999 to February 2000; Vice President,
Business Development and Communications of
Meritor from September 1998 to February
1999; Managing Director -- Wheels, Light
Vehicle Systems of Meritor from September
1997 to September 1998.
ITEM 4. TERMS OF THE TRANSACTION
On October 2, 2003, the Purchaser extended the Expiration Date of the Offer
until 5:00 p.m., Eastern Standard Time, on Thursday, October 30, 2003, unless
further extended. The full text of a press release issued by Parent on October
2, 2003 announcing the extension of the Expiration Date of the Offer is filed as
Exhibit (a)(5)(N) hereto.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase, dated July 9, 2003.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press release issued by ArvinMeritor, Inc., dated July 8, 2003,
announcing ArvinMeritor's intention to commence the Offer.*
(a)(1)(H) Press release issued by ArvinMeritor, Inc., dated July 9, 2003,
announcing the commencement of the Offer.*
2
ITEM 12. EXHIBITS
(a)(1)(I) Summary Advertisement published July 9, 2003.*
(a)(1)(J) Complaint filed by ArvinMeritor, Inc. on July 8, 2003 in the Circuit
Court for the City of Buena Vista, Virginia.*
(a)(1)(K) Complaint filed by ArvinMeritor, Inc. on July 9, 2003 in United
States District Court for the Western District of Virginia.*
(a)(1)(L) First Amended Complaint filed by ArvinMeritor, Inc. on July 25, 2003
in United States District Court for the Western District of
Virginia.*
(a)(1)(M) First Amended Complaint filed by ArvinMeritor, Inc. on August 5,
2003 in the Circuit Court for the City of Buena Vista, Virginia.*
(a)(1)(N) Reply to Dana Counterclaims filed by ArvinMeritor, Inc. on September
9, 2003 in United States District Court for the Western District of
Virginia.*
(a)(5)(A) Press release issued by ArvinMeritor, Inc., dated July 14, 2003,
relating to supplemental disclosure requested by the Ohio Department
of Commerce.*
(a)(5)(B) Letter from ArvinMeritor, Inc. dated July 14, 2003, to Dana
shareholders residing in Ohio, as posted on ArvinMeritor's website.*
(a)(5)(C) Transcript of portions of ArvinMeritor's fiscal year 2003
third-quarter earnings call, held on July 21, 2003, relating to the
Offer.*
(a)(5)(D) Press release issued by ArvinMeritor, Inc. dated July 22, 2003,
responding to Dana Corporation's rejection of the Offer.*
(a)(5)(E) Text of ArvinMeritor, Inc. form of e-mail replies to investor
inquiries and requests relating to the Offer.*
(a)(5)(F) Press release issued by ArvinMeritor, Inc. dated July 28, 2003,
discussing correspondence delivered to Dana Corporation's Committee
of Independent Directors.*
(a)(5)(G) Slides relating to the Offer used by ArvinMeritor, Inc. in a
presentation dated August 7, 2003.*
(a)(5)(H) Complaint filed by Dana Corporation on August 14, 2003 in the Court
of Common Pleas of Lucas County, Ohio.*
(a)(5)(I) Press release issued by ArvinMeritor, Inc. dated August 18, 2003,
responding to Dana Corporation's complaint.*
(a)(5)(J) Press release issued by ArvinMeritor, Inc. dated August 22, 2003,
announcing its filing for HSR approval.*
(a)(5)(K) Press release issued by ArvinMeritor, Inc. dated August 22, 2003,
responding to Dana Corporation's answers and counterclaims to
ArvinMeritor's complaints.*
(a)(5)(L) Press release issued by ArvinMeritor, Inc. dated August 28, 2003,
announcing the extension of the Expiration Date of the Offer.*
(a)(5)(M) Press release issued by ArvinMeritor, Inc. dated September 8,
2003, announcing receipt of second request from the FTC.*
(a)(5)(N) Press release issued by ArvinMeritor, Inc. dated October 2, 2003,
announcing the extension of the Expiration Date of the Offer.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed
3
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.
Date: October 2, 2003
DELTA ACQUISITION CORP.
By: /s/ LARRY D. YOST
---------------------------------------------
Name: Larry D. Yost
Title: Chairman of the Board and
Chief Executive Officer
ARVINMERITOR, INC.
By: /s/ LARRY D. YOST
---------------------------------------------
Name: Larry D. Yost
Title: Chairman of the Board and Chief
Executive Officer
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(1)(A) Offer to Purchase, dated July 9, 2003.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.*
(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Press release issued by ArvinMeritor, Inc., dated July 8, 2003,
announcing ArvinMeritor's intention to commence the Offer.*
(a)(1)(H) Press release issued by ArvinMeritor, Inc., dated July 9, 2003,
announcing the commencement of the Offer.*
(a)(1)(I) Summary Advertisement published July 9, 2003.*
(a)(1)(J) Complaint filed by ArvinMeritor, Inc. on July 8, 2003 in the Circuit
Court for the City of Buena Vista, Virginia.*
(a)(1)(K) Complaint filed by ArvinMeritor, Inc. on July 9, 2003 in United
States District Court for the Western District of Virginia.*
(a)(1)(L) First Amended Complaint filed by ArvinMeritor, Inc. on July 25, 2003
in United States District Court for the Western District of
Virginia.*
(a)(1)(M) First Amended Complaint filed by ArvinMeritor, Inc. on August 5,
2003 in the Circuit Court for the City of Buena Vista, Virginia.*
(a)(1)(N) Reply to Dana Counterclaims filed by ArvinMeritor, Inc. on September
9, 2003 in United States District Court for the Western District of
Virginia.*
(a)(5)(A) Press release issued by ArvinMeritor, Inc., dated July 14, 2003,
relating to supplemental disclosure requested by the Ohio Department
of Commerce.*
(a)(5)(B) Letter from ArvinMeritor, Inc. dated July 14, 2003, to Dana
shareholders residing in Ohio, as posted on ArvinMeritor's website.*
(a)(5)(C) Transcript of portions of ArvinMeritor's fiscal year 2003
third-quarter earnings call, held on July 21, 2003, relating to the
Offer.*
(a)(5)(D) Press release issued by ArvinMeritor, Inc. dated July 22, 2003,
responding to Dana Corporation's rejection of the Offer.*
(a)(5)(E) Text of ArvinMeritor, Inc. form of e-mail replies to investor
inquiries and requests relating to the Offer.*
(a)(5)(F) Press release issued by ArvinMeritor, Inc. dated July 28, 2003,
discussing correspondence delivered to Dana Corporation's Committee
of Independent Directors.*
(a)(5)(G) Slides relating to the Offer used by ArvinMeritor, Inc. in a
presentation dated August 7, 2003.*
(a)(5)(H) Complaint filed by Dana Corporation on August 14, 2003 in the Court
of Common Pleas of Lucas County, Ohio.*
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(5)(I) Press release issued by ArvinMeritor, Inc. dated August 18, 2003,
responding to Dana Corporation's complaint.*
(a)(5)(J) Press release issued by ArvinMeritor, Inc. dated August 22, 2003,
announcing its filing for HSR approval.*
(a)(5)(K) Press release issued by ArvinMeritor, Inc. dated August 22, 2003,
responding to Dana Corporation's answers and counterclaims to
ArvinMeritor's complaints.*
(a)(5)(L) Press release issued by ArvinMeritor, Inc. dated August 28, 2003,
announcing the extension of the Expiration Date of the Offer.*
(a)(5)(M) Press release issued by ArvinMeritor, Inc. dated September 8,
2003, announcing receipt of second request from the FTC.*
(a)(5)(N) Press release issued by ArvinMeritor, Inc. dated October 2, 2003,
announcing the extension of the Expiration Date of the Offer.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed