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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September 21, 2007 |
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(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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Registrants 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).
As previously reported, by order dated August 1, 2007 (the Order), the Bankruptcy Court
approved and authorized the Debtors to enter into a series of related agreements, including an
Investment Agreement that provides, among other things, for an affiliate of Centerbridge Capital
Partners, L.P. (Centerbridge) to purchase $250 million in Series A convertible preferred shares of
reorganized Dana and for qualified creditors of the Debtors (including the holders of Danas
unsecured notes) to have an opportunity to purchase $500 million in Series B convertible preferred
shares of reorganized Dana on a pro rata basis.
On August 31, 2007, the Debtors filed a Plan of Reorganization with the Bankruptcy Court that
contemplates the implementation of the terms of the Investment Agreement and the other agreements
that were approved and authorized under the Order.
The Order also set out Alternative Proposal Procedures (the Procedures) to be followed by
any qualified potential investor (as defined in the Procedures) interested in exploring a proposal
that would be an alternative to the Centerbridge investment. Pursuant to the Procedures, Appaloosa
Management, L.P. (Appaloosa) delivered an indication of interest in exploring an alternative
proposal to the Debtors and the Official Committee of Unsecured Creditors in the Bankruptcy Cases
(the Creditors Committee). Dana invited Appaloosa to participate in the next phase of the process
and to submit a firm and final offer.
The
Debtors and the Creditors Committee have received an offer from
Appaloosa. Appaloosa is expected to file a Schedule 13D/A with an
exhibit containing a copy of the offer with the Securities and
Exchange Commission. As provided in the Procedures, Dana will consider
this offer during the week of September 24, 2007.
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(ii)
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Coupled Products Closing
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As previously reported, in May 2007, Dana and Coupled Products LLC (f/k/a Coupled Products
Acquisition LLC) (Coupled Products) entered into an Asset Purchase Agreement (the Agreement)
providing, among other things, for Dana and certain of its affiliates to sell the coupled products
portion of their North American fluid routing products business to Coupled Products, a subsidiary
of Wanxiang (USA) Holdings Corporation. The Bankruptcy Court approved the Agreement in June 2007.
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As part of the Agreement, the parties were required to make certain filings with the Committee
on Foreign Investment and the Department of State, Directorate of Defense Trade Controls (the
DDTC). The DDTC required that certain assets used to manufacture hoses for military vehicles be
removed from the assets being purchased by Coupled Products. In August 2007, the parties executed
an amendment to the Agreement to remove such assets from the Agreement and to make certain other
changes to the Agreement. The Bankruptcy Court approved the amendment on September 19, 2007.
The parties closed this transaction on September 21, 2007. At closing, Coupled Products
assumed certain liabilities of the business and the parties entered into agreements under which
Dana will provide certain transition services to Coupled Products. Dana expects to record an
after-tax loss of $44 million in the third quarter of 2007 in connection with this transaction.
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