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
Date of Report (Date of earliest event reported): December 15, 2005
Dana Corporation
(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) |
Registrant’s telephone number, including area code: (419) 535-4500
(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 2.05. Costs Associated with Exit or Disposal Activities.
On December 20, 2005, Dana Corporation (Dana) announced that it will reduce the workforce at
its Structural Products plant in Thorold, Ontario, Canada, by approximately 500 employees by
December 31, 2006. This action results from the expiration of an agreement to supply Super Duty
pickup truck frames to Ford Motor Company. Dana will record aggregate pre-tax charges of
approximately US $15 million for the costs of employee separation benefits in connection with this
reduction in the fourth quarter of 2005, when management approved this action, consisting of US $9
million for severance costs and US $6 million for pension costs. Dana will record an additional US
$9 million primarily relating to pension costs in 2006 and 2007 when pension settlements are made.
The Thorold plant will continue to serve as a press stamping operation for other Dana facilities to
support ongoing frame programs for the Ford F-150 and Toyota Tacoma pickup trucks.
Dana also announced on December 20, 2005, that it will reduce the workforce at three Traction
Products facilities in Salisbury, South Australia; Cheltenham, Victoria; and Yennora, New South
Wales by a total of approximately 300 employees by June 30, 2006. This action results from the
expiration of an agreement to supply rear axles to Holden Ltd., a subsidiary of General Motors
Corporation. Dana will record aggregate pre-tax charges of approximately US $14 million for the
costs of employee separation benefits in connection with these reductions, consisting of US $13
million for severance costs that will be recorded in the fourth quarter of 2005, when management
approved these actions, and $1 million for the costs of outplacement services that will be recorded
in 2006 as incurred. The Salisbury, Cheltenham and Yennora facilities will continue to produce
axles, suspension components, structures, and related modules for other vehicle manufacturers.
Item 8.01. Other Events.
On December 15, 2005, Dana announced that Bernard N. Cole has elected to retire from his
position as President – Heavy Vehicle Technologies and Systems Group effective January 1, 2006.
In conjunction with Mr. Cole’s retirement, Nick Stanage has been named President — Heavy
Vehicle Products. In that role, Mr. Stanage will continue to lead Dana’s commercial vehicle
business and will assume overall responsibility for coordination of the company’s global
off-highway operations. Mr. Stanage joined Dana in August 2005 as Vice President and General
Manager — Commercial Vehicle Group. He came to Dana after nearly 20 years at Honeywell, Inc.,
where he had served most recently as Vice President and General Manager of the Engine Systems and
Accessories Division, which is associated with that company’s aerospace operations.
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