dana13ga-021610.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.
1)*
Dana Holding
Corporation
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
235825205
(CUSIP
Number)
December 31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
3,382,134
6. SHARED
VOTING POWER
0
7. SOLE
DISPOSITIVE POWER
3,382,134
8. SHARED
DISPOSITIVE POWER
0
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,382,134
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Elliott
International, L.P.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands, British West
Indies
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,700,409
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
2,700,409
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,409
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12. TYPE
OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Elliott
International Capital Advisors Inc.
|
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [
]
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE
VOTING POWER
0
6. SHARED
VOTING POWER
2,700,409
7. SOLE
DISPOSITIVE POWER
0
8. SHARED
DISPOSITIVE POWER
2,700,409
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,409
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES* [ ]
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%
12. TYPE
OF REPORTING PERSON*
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock (the “Common
Stock”) of Dana Holding Corporation (the “Issuer”) beneficially owned by Elliott
Associates, L.P. and its wholly owned subsidiaries (“Elliott Associates”),
Elliott International, L.P. (“Elliott International”) and Elliott International
Capital Advisors Inc. (“International Advisors” and collectively, the “Reporting
Persons”) as of February 11, 2010 and amends and supplements the Schedule 13G
originally filed on March 25, 2009 (the "Schedule 13G"). Except as
set forth herein, the Schedule 13G is unmodified.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
|
Elliott
Associates, through its wholly-owned subsidiary, The Liverpool Limited
Partnership, beneficially owns 403,490 shares of
preferred stock of the Issuer (“Preferred Stock”) convertible into 3,382,134
shares of Common Stock.
Elliott
International and International Advisors together beneficially own 322,160 shares of
Preferred Stock convertible into 2,700,409 shares of Common Stock.
Elliott
Associates, Elliott International and International Advisors together
beneficially own an aggregate of 6,082,543 shares of
Common Stock.
Elliott
Associates’ beneficial ownership of 3,382,134 shares of Common Stock constitutes
2.4% of all of the outstanding shares of Common Stock.
Elliott
International and International Advisors' aggregate beneficial ownership of
2,700,409 shares of Common Stock constitutes 1.9% of all of the outstanding
shares of Common Stock.
Elliott
Associates, Elliott International and International Advisors' aggregate
beneficial ownership of 6,082,543 shares of Common Stock constitutes 4.2% of all
the outstanding shares of Common Stock.
|
(c)
|
Number
of shares as to which such person
has:
|
(i) Sole
power to vote
or to direct the vote
Elliott Associates has sole power to vote or direct the vote of 3,382,134 shares
of Common Stock.
(ii) Shared
power to vote or to direct the vote
Elliott International and International Advisors together have shared power to
vote or direct the vote of 2,700,409 shares of Common Stock.
(iii) Sole
power to dispose or to
direct the disposition of
Elliott Associates has sole power to dispose or direct the disposition of
3,382,134 shares of Common Stock.
(iv)
Shared
power to dispose or to
direct the disposition of
Elliott International and International Advisors together have shared power to
dispose or direct the disposition of 2,700,409 shares of Common
Stock.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
Reporting Persons have ceased to be the beneficial owners of more than five
percent of the class of securities, check the following [X].
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
Elliott
Associates holds its 3,382,134 shares of Common Stock through The Liverpool
Limited Partnership, a Bermuda limited partnership that is a wholly-owned
subsidiary of Elliott Associates.
By
signing below the undersigned certifies that, to the best of its knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
SIGNATURES
After reasonable inquiry and to the
best of its knowledge and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is true, complete,
and correct.
Dated:
February 16, 2010
ELLIOTT
ASSOCIATES, L.P.
By:
Elliott Capital Advisors, L.P., as General Partner
By:
Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL, L.P.
By:
Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President
ELLIOTT
INTERNATIONAL CAPITAL ADVISORS INC.
By:
/s/ Elliot
Greenberg
Elliot Greenberg
Vice President