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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
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DANA CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
235811106
(CUSIP Number)
---------------
with copies to:
Ken Maiman
Appaloosa Management L.P.,
26 Main Street,
Chatham, NJ 07928
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
June 22, 2007
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [X]
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CUSIP No. 235811106 13D
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------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Investment Limited Partnership I
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
11,992,500
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
11,992,500
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,992,500
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.98%
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
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------------------- -------------------
CUSIP No. 235811106 13D
------------------- -------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Palomino Fund Ltd.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
10,507,500
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,507,500
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,507,500
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.00%
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------ -------------------------------------------------------------------------
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------------------- -------------------
CUSIP No. 235811106 13D
------------------- -------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Management L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
22,500,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,500,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
------ -------------------------------------------------------------------------
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------------------- -------------------
CUSIP No. 235811106 13D
------------------- -------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
Appaloosa Partners Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
22,500,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,500,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------ -------------------------------------------------------------------------
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------------------- -------------------
CUSIP No. 235811106 13D
------------------- -------------------
------ -------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
David A. Tepper
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
------ -------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------ -------------------------------------------------------------------------
3 SEC USE ONLY
------ -------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
------ -------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
------ -------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
------------------------ ------ ------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 0
BY EACH REPORTING ------ ------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
22,500,000
------ ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
------ ------------------------------------------------
10 SHARED DISPOSITIVE POWER
22,500,000
------ -------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,500,000
------ -------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------ -------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.98%
------ -------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
------ -------------------------------------------------------------------------
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement"), relates to the common
stock, $1.00 par value per share (the "Common Stock"), of Dana Corporation, a
Virginia corporation (the "Issuer"). According to the Issuer's most recent Form
10-Q filed with the U.S. Securities and Exchange Commission (the "Commission")
on May 10, 2007, the principal executive offices of the Issuer are located at
4500 Dorr Street, Toledo, Ohio 43615.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by and on behalf of: (i) Appaloosa
Investment Limited Partnership I ("AILP"); (ii) Appaloosa Management L.P.
("AMLP"); (iii) Palomino Fund Ltd. ("Palomino"); (iv) Appaloosa Partners Inc.
("API"); and (v) David A. Tepper ("Mr. Tepper"). AILP, AMLP, Palomino, API and
Mr. Tepper are hereinafter sometimes collectively referred to as the "Reporting
Persons."
(b) The business address of AMLP is Appaloosa Management L.P., 26 Main
Street, Chatham, NJ 07928. The business address of each of AILP, Palomino, API
and Mr. Tepper is c/o Appaloosa Management L.P., 26 Main Street, Chatham, NJ
07928.
(c) AILP is a Delaware limited partnership that is an investment fund. AMLP
is a Delaware limited partnership that is the general partner of AILP and acts
as investment advisor to Palomino. Palomino is a British Virgin Islands
corporation that is an investment fund. API is a Delaware corporation that is
the general partner of AMLP. Mr. Tepper is a citizen of the United States and is
the sole stockholder and the President of API. Mr. Tepper owns the majority of
the limited partnership interests in AMLP.
The attached Schedule A lists the executive officers and directors of each
of AILP, AMLP, API and Palomino and contains the following information with
respect to each such person: (i) name; (ii) business address; (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted;
and (iv) citizenship.
(d) During the past five years, none of the Reporting Persons nor, to the
best of any Reporting Persons' knowledge, any person named in Schedule A to this
Statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best of any Reporting Persons' knowledge, any person named in Schedule A to this
Statement, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) AILP is a Delaware limited partnership. AMLP is a Delaware limited
partnership. Palomino is a British Virgin Islands Corporation. API is a Delaware
corporation. Mr. Tepper is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
AMLP, API and Mr. Tepper beneficially own 22,500,000 shares of Common
Stock. AILP beneficially owns 11,992,500 shares of Common Stock (the "AILP
Shares"), which were acquired with
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the funds of AILP. Palomino beneficially owns 10,507,500 shares of Common Stock
(the "Palomino Shares," and together with the AILP Shares, the "Shares"), which
were acquired with the funds of Palomino. The aggregate purchase price of the
AILP Shares was $12,819,220. The aggregate purchase price of the Palomino Shares
was $11,231,850.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for investment purposes in March
2006. The acquisition of the Shares was reported in a Schedule 13G filed by the
Reporting Persons on March 7, 2006.
The Reporting Persons understand that the Issuer has begun consideration of
a business plan and forecast that might form the basis of a plan to emerge from
Chapter 11 and, in connection therewith, has extended confidentiality agreements
concerning its non-public information to other persons. Therefore, the Reporting
Persons have requested that the Issuer enter into a confidentiality agreement
with the Reporting Persons so that the Reporting Persons could obtain
information concerning the Issuer to help the Reporting Persons determine, among
other things, whether or not the Issuer's equity has value in a reorganization
of the Issuer through the Issuer's Chapter 11 bankruptcy proceedings. The Issuer
has informed the Reporting Persons that at this time the Issuer is not willing
to enter into a confidentiality agreement with the Reporting Persons. The
Reporting Persons would welcome the opportunity to engage in a dialogue with the
Issuer regarding these issues.
While the Reporting Persons do not have any current plans or proposals,
except as otherwise described in this Statement, which relate to or would result
in any transaction, event or action enumerated in paragraphs (a) through (j) of
Item 4 of the form of Schedule 13D promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), each of the Reporting Persons reserves
the right, in light of its or his ongoing evaluation of the Issuer's financial
condition, business, operations and prospects, the market price of the Common
Stock, conditions in the securities markets generally, general economic and
industry conditions, its or his business objectives and other relevant factors,
to change its or his plans and intentions at any time, as it or he deems
appropriate. In particular, and without limiting the generality of the
foregoing, but subject to the terms of applicable court orders, restrictions and
agreements and to any limitations imposed by applicable law, including the
Exchange Act, each of the Reporting Persons (and their respective affiliates)
may (i) purchase additional shares of Common Stock or other securities of or
claims against the Issuer, (ii) sell or transfer shares of Common Stock or other
securities or claims beneficially owned by it or him from time to time in public
or private transactions and (iii) cause any of the Reporting Persons to
distribute in kind to their respective stockholders, partners or members, as the
case may be, shares of Common Stock or other securities or claims owned by such
Reporting Persons. The Reporting Persons may seek the views of, hold discussions
with, or respond to inquiries from members of the Issuer's management or Board
of Directors or other persons including other stockholders, or holders of claims
in the Issuer's bankruptcy proceedings, regarding the issuer's affairs,
restructuring or other strategic matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Set forth in the table below is the number and percentage of shares
of Common Stock beneficially owned by each Reporting Person as of June 22, 2007.
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NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY BENEFICIALLY
OWNED OWNED AGGREGATE PERCENTAGE
WITH SOLE VOTING WITH SHARED VOTING NUMBER OF SHARES OF CLASS
AND DISPOSITIVE AND DISPOSITIVE BENEFICIALLY BENEFICIALLY
NAME POWER POWER OWNED OWNED (1)
------------------------- ---------------- ------------------ ---------------- ----------------
Reporting Persons 0 22,500,000 22,500,000 14.98
Appaloosa Investment
Limited Partnership I 0 11,992,500 11,992,500 7.98
Palomino Fund Ltd. 0 10,507,500 10,507,500 7.00
Appaloosa Management L.P. 0 22,500,000 22,500,000 14.98
Appaloosa Partners Inc. 0 22,500,000 22,500,000 14.98
David A. Tepper 0 22,500,000 22,500,000 14.98
(1) The percentages of Common Stock indicated in this table are based on there
being 150,202,981 shares of Common Stock outstanding as of April 30, 2007,
as set forth in the Issuer's Form 10-Q, filed with the Commission on May
10, 2007.
(c) None of the Reporting Persons has purchased or sold common stock during
the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The information set forth, or incorporated by reference, in Item 3 is
hereby incorporated by reference in this Item 6.
The Reporting Persons may acquire, hold and sell, from time to time, direct
and indirect interests in securities of the Issuer other than Common Stock,
including debt securities of the Issuer, and the Reporting Persons reserve the
right to do so in the future.
The Reporting Persons are subject to the Interim Order Establishing Notice
and Hearing Procedures for Trading in Claims and Equity Securities entered by
the United States Bankruptcy Court for the Southern District of New York on
March 6, 2006 (the "Interim Order") and the Final Order Establishing Procedures
for Trading in Claims and Equity Securities entered by the United States
Bankruptcy Court for the Southern District of New York on August 9, 2006 (the
"Final Order," and together with the Interim Order, the "Trading Orders"), in
each case in the Chapter 11 Cases of Dana Corporation, et al., Case No.
06-10354, and in each case, as modified by agreement with the Issuer and its
representatives in such case.
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On June 27, 2006, AMLP was appointed to the Official Committee of Equity
Security Holders (the "Equity Committee") of the Issuer by the United States
Bankruptcy Court for the Southern District of New York, and thereafter AMLP
received nonpublic information concerning the Issuer and its affiliates. On or
about February 6, 2007, AMLP resigned from the Equity Committee, and on or about
February 9, 2007, the Equity Committee was dissolved. Under the By-Laws of the
Equity Committee (the "By-Laws"), for a period of nine months from AMLP's date
of resignation from the Equity Committee, AMLP is obligated to continue to
comply with the confidentiality provisions of the By-Laws.
Other than as described in this Statement, to the best knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or
relationships among the Reporting Persons or the persons set forth on Schedule
A, and between any such persons and any other person, with respect to any
securities of the Issuer, including but not limited to, transfer and voting of
any of the securities of the Issuer, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power or investment power
over the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is supplemented as follows:
EXHIBIT NO. DESCRIPTION
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1 Joint Filing Agreement
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SIGNATURE
After reasonable 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.
Dated: June 22, 2007
APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
Its General Partner
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
PALOMINO FUND LTD.
By: APPALOOSA MANAGEMENT L.P.,
Its Investment Adviser
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
APPALOOSA MANAGEMENT L.P.
By: APPALOOSA PARTNERS INC.,
Its General Partner
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
APPALOOSA PARTNERS INC.
By: /s/ David A. Tepper
--------------------------
Name: David A. Tepper
Title: President
/s/ David A. Tepper
------------------------------
David A. Tepper
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SCHEDULE A
Executive Officers and Directors of Appaloosa Investment Limited
Partnership I, Palomino Fund Ltd., Appaloosa Management L.P. and Appaloosa
Partners Inc.
PRESENT PRINCIPAL OCCUPATION OR
NAME CITIZENSHIP EMPLOYMENT BUSINESS ADDRESS
David A. Tepper United States President, Appaloosa Partners Inc.; c/o Appaloosa Management L.P.,
Director, Palomino Fund, Ltd. 26 Main Street, Chatham, NJ 07928
James Bolin(1) United States Vice President and Secretary, c/o Appaloosa Management L.P.,
Appaloosa Partners Inc. 26 Main Street, Chatham, NJ 07928
Lawrence O'Friel(1) United States Treasurer, Appaloosa Partners Inc. c/o Appaloosa Management L.P.,
26 Main Street, Chatham, NJ 07928
Ernest Morrison(1) United States Partner of the law firm Cox Hallett Milner House, 18 Parliament Street,
Wilkinson; Director, Palomino Fund. Hamilton, Bermuda
Ltd.
Graham Cook(1) United States Managing Director of TMF (BVI) Mill Mall P.O. Box 964, Road Town,
Limited; Managing Director of Bison Tortola, British Virgin Islands
Financial Services Limited;
Director, Palomino Fund, Ltd.
(1) Such persons disclaim beneficial ownership of any of the securities covered
by this Statement.
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