Dana Corporation Amends Terms of Its Debt Tender Offer

Nov 30, 2004

    TOLEDO, Ohio, Nov. 30 /PRNewswire-FirstCall/ -- Dana Corporation
(NYSE: DCN) ("Dana") today amended its pending tender offer for up to an
aggregate consideration of $635 million (or its equivalent) of its
$250 million of 10-1/8% Notes due 2010 (the "10-1/8% Notes"), euro 200 million
of 9% EUR Notes due 2011 (the "9% EUR Notes") and $575 million of 9% USD Notes
due 2011 (the "9% USD Notes") (collectively, the "Notes").
    (Logo: http://www.newscom.com/cgi-bin/prnh/19990903/DANA )
    As part of the amendment, Dana extended the early tender date and amended
the pricing with respect to the offer for the 9% EUR Notes.  Accordingly,
holders who tender their 9% EUR Notes at or prior to 5:00 p.m., New York City
time, on December 3, 2004 (the "New Early Tender Date") will receive total
consideration, including the early tender payment, based on a fixed spread of
110 basis points over the 5% DBR due July 4, 2011, subject to the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated November 15, 2004 (as amended by the Supplement dated
November 30, 2004, the "Amended Offer to Purchase").  Holders who tender their
9% EUR Notes after the New Early Tender Date and at or prior to 5:00 p.m., New
York City time, on December 22, 2004 (the "Expiration Date") will receive such
total consideration, less the early tender payment of euro 50.00 per euro
1,000 principal amount of 9% EUR Notes, subject to the terms and conditions
set forth in the Amended Offer to Purchase.
    The early tender date with respect to the offers for the 9% USD Notes and
the 10-1/8% Notes has not been extended.  Accordingly, holders who tender
their 9% USD Notes and 10-1/8% Notes after 5:00 p.m., New York City time, on
November 29, 2004, and at or prior to the Expiration Date will receive the
applicable total consideration for such series, less the early tender payment
of $50.00 per $1,000 principal amount of 10-1/8% Notes and 9% USD Notes,
subject to the terms and conditions set forth in the Amended Offer to
Purchase.
    In addition, Dana increased the overall size of the offer, which is
currently limited to aggregate consideration of $635 million (or its
equivalent), to a new limit of $1.15 billion (or its equivalent), plus an
amount sufficient to cover tenders (if any) after the applicable early tender
date for each series. Accordingly, all Notes properly tendered in the offer
will be purchased (subject to the satisfaction of the conditions set forth in
the Amended Offer to Purchase) and there will not be any proration.
    As of 5:00 p.m., New York City time, on November 29, 2004, a total of
approximately $672 million (or its equivalent) in aggregate principal amount
of Notes had been tendered, including a majority in principal amount of each
of the 10-1/8% Notes and 9% USD Notes (which constitutes the requisite
consents sufficient to effect the proposed amendments to the respective
indentures as applied to such series). Holders who have previously tendered
Notes do not need to re-tender their Notes or take any other action in
response to this amendment.
    The settlement date for all Notes tendered prior to the applicable early
tender date for each series is expected to occur on or about December 10,
2004.  The settlement date for any Notes tendered after the applicable early
tender date will be promptly after the Expiration Date.  The source of funds
for the offer will include proceeds of the sale of Dana's automotive
aftermarket businesses and the proceeds from additional indebtedness incurred
by Dana. The tender offer has been amended to add a condition that Dana
consummates a financing transaction of at least $450 million to fund the
offer.
    Except for the modifications described above, all other terms and
conditions of the Amended Offer to Purchase remain unchanged.  Withdrawal
rights with respect to tendered Notes have expired.  Accordingly, holders may
no longer withdraw any Notes, except in the limited circumstances described in
the Amended Offer to Purchase.
    Dana has retained Banc of America Securities, Deutsche Bank Securities and
J.P. Morgan Securities to act as the joint-lead dealer managers in connection
with the tender offer and solicitation agents in connection with the consent
solicitation.  Banc of America Securities (the coordinator for the offer and
consent solicitation) can be contacted at (+1) 888-292-0070 (U.S. toll free),
(+1) 212-847-5834 (collect), or (+44) 20-7174-4737.  Deutsche Bank Securities
can be contacted at (+1) 866-627-0391 (U.S. toll free), (+1) 212-250-2955
(collect), or (+44) 20-7545-8011.  J.P. Morgan Securities can be contacted at
(+1) 866-834-4666 (U.S. toll free), (+1) 212-834-3424 (collect) or
(+44) 20-7742-7506.  Holders can request documentation from D.F. King & Co.,
Inc. and D.F. King (Europe) Limited, the information agents for the offer, at
(+1) 800-859-8509 (U.S. toll free), (+1) 212-269-5550 (collect), and
(+44) 20-7920-9720.
    Dana is making the tender offer pursuant to the Amended Offer to Purchase.
The Amended Offer to Purchase sets forth comprehensive descriptions of the
terms of the tender offer, including the conditions to the offer, the
solicitation provisions, and the effect of amending the indentures underlying
the Notes.  Dana urges its debt holders to read the Amended Offer to Purchase
in its entirety before making a decision with regard to the offer.  The tender
offer is not being made directly or indirectly (and is not available to any
resident or person located) in Italy.
    This press release is neither an offer to purchase, nor a solicitation for
acceptance of the offer. Dana is making the offer only by, and pursuant to the
terms of, the Amended Offer to Purchase.  Dana's obligation to accept for
purchase, and to pay for, Notes validly tendered is conditioned upon the
satisfaction or waiver of the conditions in the Amended Offer to Purchase.

    About Dana Corporation
    Dana Corporation is a global leader in the design, engineering, and
manufacture of value-added products and systems for automotive, commercial,
and off-highway vehicles. Delivering on a century of innovation, Dana's
continuing operations employ approximately 45,000 people worldwide dedicated
to advancing the science of mobility. Founded in 1904 and based in Toledo,
Ohio, Dana operates technology, manufacturing, and customer-service facilities
in 30 countries. Sales from continuing operations totaled $7.9 billion in
2003.  Dana's Internet address is: http://www.dana.com .

    Forward-Looking Statements
    Forward-looking statements in this release are indicated by words such as
"anticipates," "expects," "believes," "intends," "plans," "estimates,"
"projects" and similar expressions.  These statements represent Dana's
expectations based on current information and assumptions.  Forward-looking
statements are inherently subject to risks and uncertainties. Dana's actual
results could differ materially from those, which are anticipated or projected
due to a number of factors.  These factors include national and international
economic conditions; adverse effects from terrorism or hostilities; the
strength of other currencies relative to the U.S. dollar; increases in
commodity costs, including steel, that cannot be recouped in product pricing;
the ability of Dana's customers and suppliers to achieve their projected sales
and production levels; competitive pressures on Dana's sales and pricing; the
continued success of Dana's cost reduction and cash management programs and of
long-term transformation strategy for Dana; and other factors set out in
Dana's filings with the Securities and Exchange Commission.


SOURCE Dana Corporation

Web Site: http://www.dana.com

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