DANA CORPORATION FORM NT 10-Q
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR
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Form N-CSR
For Period Ended: September 30, 2005 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For
the Transition Period Ended:
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If the notification relates to a portion of the filing checked above, identify the Items(s) to
which the notification relates:
PART I REGISTRANT INFORMATION
Dana Corporation
Full Name of Registrant
N/A
Former Name if Applicable
4500 Dorr Street
Address of Principal Executive Officer (Street and Number)
Toledo, Ohio 43615
City, State and Zip Code
PART II RULES 12-b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and |
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(c)
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The accountants statement or other exhibit required by Rule
12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the
transition report or portion thereof, could not be filed within the prescribed time period.
Dana Corporation has determined that it will be unable to file its Form 10-Q for the quarterly
period ended September 30, 2005, either by the November 9, 2005 due date or by November 14, 2005,
and has therefore not requested the five-day extension permitted by the SECs rules.
As reported in the companys Form 8-K dated October 14, 2005, Danas management and the Audit
Committee of its Board of Directors have determined, as a result of their ongoing internal
investigation, that the company had not properly accounted for certain items during 2004 and the
first and second quarters of 2005 and that, as a result, the company will be required to restate
its financial statements for those periods.
The investigation has not yet reached the point where these restatements can be completed.
Until such time as the restatements are completed, Dana will not be in a position to finalize its
financial statements for the quarter ended September 30, 2005, and to file the corresponding Form
10-Q.
PART IV OTHER INFORMATION
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(1) |
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Name and telephone number of person to contact in regard to this notification |
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Robert C. Richter
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419
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535-4572 |
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(Name)
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(Area Code)
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(Telephone Number) |
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(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
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Yes þ No o |
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(3) |
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Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in
the subject report or portion thereof? |
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Yes þ No o |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
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As reported in the companys Form 8-K dated October 14, 2005, Danas management and Audit
Committee have concluded that, as it is no longer more likely than not that Dana will generate
sufficient U.S.-based taxable income in the future to realize the deferred tax assets relating to
its U.S. operating losses and deductible items, the company will record a non-cash charge providing
a valuation allowance against those assets. This charge will affect the financial statements for
the three- and nine-month periods ended September 30, 2005. The actual amount of the valuation
allowance cannot be determined until the restatements of the companys 2004, first-quarter 2005 and
second-quarter 2005 financial statements are completed. However, in its second-quarter 2005 Form
10-Q, Dana had reported deferred tax assets resulting from U.S. operating losses and deductible
items, net of valuation allowances, totaling $741 million at June 30, 2005.
As reported in the companys Form 8-K dated October 24, 2005, Danas Board of Directors has
approved the divestiture of the companys engine hard parts, fluid products, and pump products
businesses, and as a result Dana expects to incur non-cash charges of approximately $315 million
before tax in 2005 to reduce the carrying value of the net assets of these businesses to realizable
value. All or a significant portion of these charges will affect the companys financial
statements for the three- and nine-month periods ended September 30, 2005.
Dana has not finalized its financial statements for the three- and nine-month periods ended
September 30, 2005, and the financial statements for the corresponding periods in 2004 are subject
to restatement. As a result, the company is unable to determine at this time whether there will be
other significant changes in the results of operations in the 2005 periods from the corresponding
periods in 2004.
Dana Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date November 7, 2005 |
By |
/s/ Robert C. Richter
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Robert C. Richter, Chief Financial Officer |
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