[Dana Logo]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A-1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999 Commission file number 1-1063
DANA CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 34-4361040
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4500 Dorr Street, Toledo, Ohio 43615
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (419) 535-4500
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock, $1 par value New York and Pacific Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ____
The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 25, 2000 was approximately $3,442,980,000.
The number of shares of registrant's Common Stock, $1 Par Value, outstanding at
February 25, 2000, was 156,988,206 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Document Where Incorporated
1. Proxy Statement for Annual Meeting Part III
of Shareholders to be held on April 5, 2000.
2. Annual Report to Shareholders Parts I, II, IV
for year ended December 31, 1999.
The Exhibit Index is located at pages 19 - 20 of the sequential numbering
system.
1
The first purpose of this amendment is to add Exhibits 4-H through 4-LL to the
Exhibit Index for this report and to the list of exhibits in Part IV, Item
14(a)(3). The Exhibit Index is reprinted in full and, except for the added
Exhibits, is identical to the Exhibit Index in our originally filed report.
The second purpose of this amendment is to file the Management Statement and
Report of Independent Accountants that appeared at page 21 of our Annual Report
to Shareholders for the year ended December 31, 1999. Both items were
incorporated by reference into this report, as originally filed, pursuant to
Part IV, Item 14(a)(3) and Exhibit 13, but were inadvertently omitted from our
original electronic filing.
2
EXHIBIT INDEX
No. Description Method of Filing
3-A Restated Articles of Incorporation Filed by reference to Exhibit 3-A to our Form 10-Q
for the quarter ended June 30, 1998
3-B By-Laws, effective April 5, 2000 Filed with this Report
4-A Specimen Single Denomination Stock Certificate Filed by reference to Exhibit 4-B to our Registration
Statement No. 333-18403 filed December 20, 1996
4-B Rights Agreement, dated as of April 25, 1996, Filed by reference to Exhibit 1 to our Form 8-A filed
between Dana and ChemicalMellon Shareholder May 1, 1996
Services, L.L.C., Rights Agent
4-C Indenture for Senior Securities between Dana Filed by reference to Exhibit 4-B of our Registration
and Citibank, N.A., Trustee, dated as of Statement No. 333-42239 filed December 15, 1997
December 15, 1997
4-D First Supplemental Indenture between Dana, as Filed by reference to Exhibit 4-B-1 to our Report on
Issuer, and Citibank, N.A., Trustee, dated as Form 8-K dated March 12, 1998
of March 11, 1998
4-E Form of 6.5% Notes due March 15, 2008 and 7.00% Filed by reference to Exhibit 4-C-1 to our Report on
Notes due March 15, 2028 Form 8-K dated March 12, 1998
4-F Second Supplemental Indenture between Dana, as Filed by reference to Exhibit 4.B.1 to our Form 8-K
Issuer, and Citibank, N.A., Trustee, dated as dated March 2, 1999
of February 26, 1999
4-G Form of 6.25% Notes due 2004, 6.5% Notes due Filed by reference to Exhibit 4.C.1 to our Form 8-K
2009, and 7.0% Notes due 2029 dated March 2, 1999
4-H Issuing and Paying Agent Agreement between Dana This exhibit is not filed. We agree to furnish a
Credit Corporation (DCC), as Issuer, and copy of this exhibit to the Commission upon request.
Bankers Trust Company, Issuing and Paying
agent, dated as of December 6, 1999, with
respect to DCC's $500 million medium-term notes
program
4-I Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and copy of this exhibit to the Commission upon request.
Metropolitan Life Insurance Company for 7.18%
notes due April 8, 2006, in the principal
amount of $37 million
4-J Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Texas Life copy of this exhibit to the Commission upon request.
Insurance Company for 7.18% notes due
April 8, 2006, in the principal amount of
$3 million
4-K Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Nationwide copy of this exhibit to the Commission upon request.
Life Insurance Company for 6.93% notes due
April 8, 2006, in the principal amount of $35
million
3
4-L Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Great-West Life & Annuity Insurance Company for
7.03% notes due April 8, 2006, in the principal
amount of $13 million
4-M Note Agreement dated April 8, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Great-West Life Assurance Company for 7.03%
notes due April 8, 2006, in the principal
amount of $7 million
4-N Note Agreements (three) dated August 28, 1997, This exhibit is not filed. We agree to furnish a
by and between Dana Credit Corporation and copy of this exhibit to the Commission upon request.
Connecticut General Life Insurance Company for
6.79% notes due August 28, 2004, in the
aggregate principal amount of $16 million
4-O Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Life copy of this exhibit to the Commission upon request.
Insurance Company of North America for 6.79%
notes due August 28, 2004, in the principal
amount of $4 million
4-P Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Northwestern Mutual Life Insurance Company for
6.88% notes due August 28, 2006, in the
principal amount of $20 million
4-Q Note Agreements (four) dated August 28, 1997, This exhibit is not filed. We agree to furnish a
by and between Dana Credit Corporation and Sun copy of this exhibit to the Commission upon request.
Life Assurance Company of Canada for 6.88%
notes due August 28, 2006, in the aggregate
principal amount of $9 million
4-R Note Agreement dated August 28, 1997, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and copy of this exhibit to the Commission upon request.
Massachusetts Casualty Insurance Company for
6.88% notes due August 28, 2006, in the
principal amount of $1 million
4-S Note Agreements (four) dated December 18, 1998, This exhibit is not filed. We agree to furnish a
by and between Dana Credit Corporation and Sun copy of this exhibit to the Commission upon request.
Life Assurance Company of Canada for 6.59%
notes due December 1, 2007, in the aggregate
principal amount of $12 million
4-T Note Agreements (five) dated December 18, 1998, This exhibit is not filed. We agree to furnish a
by and between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Lincoln National Life Insurance Company for
6.59% notes due December 1, 2007, in the
aggregate principal amount of $25 million
4-U Note Agreement dated December 18, 1998, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Northwestern Mutual Life Insurance Company for
6.48% notes due December 1, 2005, in the
principal amount of $15 million
4
4-V Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Connecticut copy of this exhibit to the Commission upon request.
General Life Insurance Company for 7.91% notes
due August 16, 2006, in the principal amount of
$15 million
4-W Note Agreements (two) dated August 16, 1999, This exhibit is not filed. We agree to furnish a
by and between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Northwestern Mutual Life Insurance Company for
7.91% notes due August 16, 2006, in the
aggregate principal amount of $15 million
4-X Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Allstate copy of this exhibit to the Commission upon request.
Life Insurance Company for 7.58% notes due
August 16, 2004, in the principal amount of $10
million
4-Y Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Allstate copy of this exhibit to the Commission upon request.
Insurance Company for 7.58% notes due August
16, 2004, in the principal amount of $5
million
4-Z Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and New York copy of this exhibit to the Commission upon request.
Life Insurance and Annuity Corporation
Institutionally Owned Life Insurance Separate
Account for 7.58% notes due August 16, 2004, in
the principal amount of $5 million
4-AA Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and New York copy of this exhibit to the Commission upon request.
Life Insurance and Annuity Corporation for
7.58% notes due August 16, 2004, in the
principal amount of $10 million
4-BB Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Principal copy of this exhibit to the Commission upon request.
Life Insurance Company for 7.58% notes due
August 16, 2004, in the principal amount of $30
million
4-CC Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and First copy of this exhibit to the Commission upon request.
Trenton Indemnity Company for 7.58% notes due
August 16, 2004, in the principal amount of
$2.5 million
4-DD Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Travelers copy of this exhibit to the Commission upon request.
Casualty and Surety Company for 7.58% notes due
August 16, 2004, in the principal amount of $10
million
4-EE Note Agreement dated August 16, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Travelers Insurance Company for 7.58% notes due
August 16, 2004, in the principal amount of
$2.5 million
5
4-FF Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Allstate copy of this exhibit to the Commission upon request.
Life Insurance Company for 7.42% notes due
December 15, 2004, in the principal amount of
$14 million
4-GG Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Columbia copy of this exhibit to the Commission upon request.
Universal Life Insurance Co. for 7.42% notes
due December 15, 2004, in the principal amount
of $1 million
4-HH Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Northwestern Mutual Life Insurance Company for
7.42% notes due December 15, 2004, in the
principal amount of $14 million
4-II Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and The copy of this exhibit to the Commission upon request.
Northwestern Mutual Life Insurance Company for
its Group Annuity Separate Account for 7.42%
notes due December 15, 2004, in the principal
amount of $1 million
4-JJ Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Pacific copy of this exhibit to the Commission upon request.
Life and Annuity Company for 7.42% notes due
December 15, 2004, in the principal amount of
$5 million
4-KK Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and United Life copy of this exhibit to the Commission upon request.
Insurance Company for 7.42% notes due December
15, 2004, in the principal amount of $3
million
4-LL Note Agreement dated December 7, 1999, by and This exhibit is not filed. We agree to furnish a
between Dana Credit Corporation and Companion copy of this exhibit to the Commission upon request.
Life Insurance Company for 7.42% notes due
December 15, 2004, in the principal amount of
$2 million
10-A Additional Compensation Plan Filed by reference to Exhibit A to our Proxy
Statement dated March 3, 2000
10-B 1997 Stock Option Plan Filed by reference to Exhibit A to our Proxy
Statement dated March 5, 1999
10-C Excess Benefits Plan Filed by reference to Exhibit 10-F to our Form 10-K
for year ended December 31, 1998
10-D Director Deferred Fee Plan Filed by reference to Exhibit B to our Proxy
Statement dated February 28, 1997
10-D(1) First Amendment to Director Deferred Fee Plan Filed by reference to Exhibit 10-I(1) to our Form 10-Q
for the quarter ended March 31, 1998
10-D(2) Second Amendment to Director Deferred Fee Plan Filed by reference to Exhibit 10-I(2) to our Form 10-K
for year ended December 31, 1998
6
10-E Employment Agreement between Dana and S.J. Filed with this Report
Morcott. There are substantially similar
agreements with J.M. Magliochetti and M.J.
Strobel
10-F Change of Control Agreement between Dana and Filed by reference to Exhibit 10-J(4) to our Form
W.J. Carroll. There are substantially similar 10-K for the year ended December 31, 1997
agreements with, B.N. Cole, M.A. Franklin, W.L.
Myers, R.C. Richter, and E.J. Shultz
10-G Collateral Assignment Split-Dollar Insurance Filed by reference to Exhibit 10-J(13) to our Form
Agreement for Universal Life Policies between 10-K for the year ended December 31, 1992
Dana and S.J. Morcott. There are substantially
similar agreements with J.M. Magliochetti and
M.J. Strobel
10-H Employment Agreement between Dana and L.W. Filed by reference to Exhibit 10-J(7) to our Form
McCurdy 10-Q for the quarter ended September 30, 1999
10-I Supplemental Benefits Plan Filed by reference to Exhibit 10-K to our Form 10-K
for the year ended December 31, 1998
10-J 1999 Restricted Stock Plan Filed by reference to Exhibit B to our Proxy
Statement dated March 5, 1999
10-K 1998 Directors' Stock Option Plan Filed by reference to Exhibit A to our Proxy
Statement dated February 27, 1998
10-L Supplementary Bonus Plan Filed by reference to Exhibit 10-N to our Form 10-Q
for the quarter ended June 30, 1995
13 Those sections of our 1999 Annual Report that Filed with this Report
are referred to in this Form 10-K
21 List of Subsidiaries of Dana Filed with this Report
23 Consent of PricewaterhouseCoopers LLP Filed with this Report
24 Power of Attorney Filed with this Report
27 Financial Data Schedule Filed with this Report
Note: Exhibits Nos. 10-A through 10-L are exhibits required to be filed pursuant
to Item 14(c) of Form 10-K.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DANA CORPORATION
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(Registrant)
Date: October 23, 2001 By: /s/ Michael L. DeBacker
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Michael L. DeBacker, Vice President
8
Exhibit 13
MANAGEMENT STATEMENT
We have prepared the accompanying consolidated financial statements and
related information included herein for the three years ended December 31, 1999.
The management of Dana Corporation is primarily responsible for the
accuracy of the financial information that is presented in this annual report.
These statements were prepared in accordance with generally accepted accounting
principles and, where appropriate, we used our estimates and judgment with
consideration to materiality.
To meet management's responsibility for financial reporting, we have
established internal control systems which we believe are adequate to provide
reasonable assurance that our assets are protected from loss. These systems
produce data used for the preparation of financial information.
We believe internal control systems should be designed to provide
accurate information at a reasonable cost which is not out of line with the
benefits to be received. These systems and controls are reviewed by our internal
auditors in order to ensure compliance, and by our independent accountants to
support their audit work.
The Audit Committee of the Board of Directors meets regularly with
management, internal auditors and our independent accountants to review
accounting, auditing and financial matters. Our Audit Committee is composed of
only outside directors. This committee and the independent accountants have free
access to each other with or without management being present.
We believe people are Dana's most important asset. The proper
selection, training and development of our people is a means of ensuring that
effective internal controls and fair, uniform reporting are maintained as
standard practice throughout the Corporation.
/s/ Robert C. Richter
Robert C. Richter
Vice President and
Chief Financial Officer
9
Exhibit 13
REPORT OF INDEPENDENT ACCOUNTANTS
[PricewaterhouseCoopers Logo]
To the Board of Directors and Shareholders
of Dana Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows,
including pages 22 though 39, present fairly, in all material respects, the
financial position of Dana Corporation and its subsidiaries at December 31, 1998
and 1999, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Toledo, Ohio
January 25, 2000
10