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): June 9, 2006
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 1.01. Entry Into a Material Definitive Agreement.
Dana Corporation (Dana) reported in a Form 8-K filed on May 4, 2006, that its Board of
Directors (the Board) had authorized a change in the annual retainer paid to non-management
directors for service on the Board to $115,000, subject to the approval of the United States
Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), which has
jurisdiction of Dana’s bankruptcy case under Chapter 11 of the United States Bankruptcy Code (the
Bankruptcy Code). See In re Dana Corporation, et al., Case No. 06-10354 (BRL) (Jointly
Administered) (collectively referred to herein as the Bankruptcy
Cases). The proposed increase was designed to replace the annual
crediting of units valued at $75,000 to the non-management
directors’ stock accounts under the Dana Corporation Director Deferred
Fee Plan.
The Bankruptcy Court entered an order on June 8, 2006, authorizing increased annual
retainers for Dana’s non-management directors, subject to
certain modifications to Dana’s proposal.
Pursuant to the authorization from the Bankruptcy Court, on June 9, 2006, the Board authorized
the payment to Dana’s non-management directors of retainer fees of $70,000 per annum as their
compensation for service on the Board, which amounts will be paid quarterly in arrears in cash
commencing on June 30, 2006.
The Board further authorized the payment to Dana’s non-management directors of additional fees
of $45,000 per annum as “completion compensation,” which amounts will be paid in a lump sum in cash
upon the earlier of (i) the date of Dana’s emergence from protection under Chapter 11 of the
Bankruptcy Code or (ii) the date of the occurrence of other circumstances specified for the payment of “completion” fees to the Debtors’ financial
professionals retained in the Bankruptcy Cases pursuant to Section 328(a) of the Bankruptcy Code
(the Payment Date), subject to the right of the United States Trustee, the Unsecured Creditors’
Committee and any other statutory committees that may be appointed in the Bankruptcy Cases to
object to the reasonableness of such amounts. These amounts will be payable to any non-management
directors who have resigned and to any successor non-management directors as and when Dana’s other
non-management directors serving through the Payment Date are compensated, on a pro rata basis.
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