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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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DANA CORPORATION
(Name of Subject Company)
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DANA CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(including the Associated Series A Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
235811 10 6
(CUSIP Number of Class of Securities)
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Michael L. DeBacker, Esq.
Vice President, General Counsel and Secretary
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
(419) 535-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Adam O. Emmerich, Esq.
David C. Karp, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
The purpose of this amendment is to amend and supplement Items
8 and 9 in the Solicitation/ Recommendation Statement on Schedule 14D-9
previously filed by Dana Corporation, a Virginia corporation, on July 22, 2003,
as thereafter amended, and to add an additional Exhibit and revise the Exhibit
Index accordingly.
Item 8. Additional Information to be Furnished.
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Item 8 is hereby amended by adding the following paragraphs to
the end of such Section:
On August 4, 2003, the Company initiated an action in the
United States District Court for the Southern District of New
York against UBS Securities LLC (formerly know as UBS Warburg
LLC) and UBS A.G.
A copy of the complaint is attached hereto as Exhibit (a)(13)
and is hereby incorporated herein by reference. The foregoing
description is qualified in its entirety by reference to
Exhibit (a)(13).
Item 9. Exhibits.
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Exhibit No. Description
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(a) (13) Complaint filed by Dana Corporation on August 4, 2003 in
United States District Court for the Southern District of
New York
SIGNATURE
After due 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.
DANA CORPORATION
By: /s/ Joseph M. Magliochetti
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Joseph M. Magliochetti
Chairman of the Board and
Chief Executive Officer
Dated: August 4, 2003
INDEX OF EXHIBITS
Exhibit No. Description
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(a) (13) Complaint filed by Dana Corporation on August 4, 2003 in
United States District Court for the Southern District of
New York