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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 6
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)
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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. 6 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. 6 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
Schedule I of the Offer to Purchase is hereby amended by inserting the
following information concerning William R. Newlin, who was elected to Parent's
board of directors on July 16, 2003, immediately after the information
concerning James E. Marley:
CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS
NAME TITLE HELD DURING THE PAST FIVE YEARS
---- ----- --------------------------------------------------------------
William R. Newlin Director Chairman and CEO, Buchanan Ingersoll Professional Corporation.
Mr. Newlin has been a director since July 2003. He has been
the Chairman and CEO of Buchanan Ingersoll Professional
Corporation since 1980 and Managing General Partner of CEO
Venture Fund since 1985. Mr. Newlin is the Lead Director of
Kennametal Inc. and a director of Black Box Corporation.
ITEM 11. ADDITIONAL INFORMATION
The Introduction to the Offer to Purchase is hereby amended by adding the
following paragraph immediately after the eighth paragraph of such Introduction:
"On August 5, 2003, Parent and the Purchaser amended their
complaint in the Virginia Action to add certain factual allegations
and claims for declaratory relief. In the First Amended and
Supplemental Bill of Complaint (the "First Amended Complaint"), Parent
and the Purchaser seek a declaratory judgment that the defendants
breached their fiduciary obligations to the Company's shareholders by,
among other things, taking, or failing to take, certain actions in
connection with the formation of a committee of independent directors
of the Company Board (the "Independent Committee") and the receipt of
opinions from the Company Board's financial advisors."
1
Section 16 of the Offer to Purchase is hereby amended by adding the
following paragraph immediately after the first paragraph of such Section:
"On August 4, 2003, the Company commenced an action against the
Dealer Manager in the United States District Court for the Southern
District of New York alleging, among other things, breach of an
engagement letter between the Dealer Manager and the Company and
seeking relief from the court including a permanent injunction to
prevent the Dealer Manager from continuing to represent Parent and
from financing or assisting Parent in obtaining financing in
connection with the Offer. The Dealer Manager has informed Parent and
the Purchaser that it has gone through the appropriate compliance
procedures to prevent breaches of client confidentiality, that there
is no merit to the Company's action and that the Dealer Manager
intends to defend the action vigorously."
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.*
(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)(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.*
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
2
(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: August 5, 2003
DELTA ACQUISITION CORP.
By: /s/ LARRY D. YOST
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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)(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.*
(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