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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. 23)
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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.
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The purpose of this amendment is to amend and supplement Item 4 and
Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 previously
filed by Dana Corporation, a Virginia corporation, on July 22, 2003, as
thereafter amended (the "Schedule 14D-9") and to add additional Exhibits and
revise the Exhibit Index accordingly.
Item 4. Solicitation or Recommendation.
The text of Item 4(b) of the Schedule 14D-9 is hereby amended and
supplemented by adding the following at the end:
On November 23, 2003, the following letter was faxed to Mr. Larry D.
Yost, Chairman and Chief Executive Officer of ArvinMeritor:
November 23, 2003
Mr. Larry D. Yost
Chairman and CEO
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084
Dear Mr. Yost:
This will respond to your letter of November 17th.
The Dana Board of Directors has given the proposal set forth in your
letter a full, fair and objective review. It has unanimously concluded
that pursuing the highly conditional proposed transaction between
ArvinMeritor and Dana would not be in the best interests of Dana or its
shareholders.
Very truly yours,
/s/ Glen H. Hiner
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Glen H. Hiner
Acting Chairman of the Board and
Chairman of the Committee of Independent Directors
Item 9. Exhibits.
Exhibit Description
No.
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(a) (32) Letter, dated November 23, 2003, to Dana shareholders
(a) (33) Press release issued by Dana on November 23, 2003
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 23, 2003
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INDEX OF EXHIBITS
Exhibit Description
No.
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(a) (32) Letter, dated November 23, 2003, to Dana shareholders
(a) (33) Press release issued by Dana on November 23, 2003
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