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): December 16, 2009
Dana Holding Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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1-1063
(Commission File Number)
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26-1531856
(IRS Employer
Identification Number) |
3939 Technology Drive, Maumee, OH 43537
(Address of principal executive offices) (Zip Code)
(419) 887-3000
(Registrant’s telephone number, including area code)
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 7.01. REGULATION FD DISCLOSURE.
On December 16, 2009, Dana Holding Corporation (“Dana”) issued a press release announcing it
entered into an agreement with Metalsa S.A. de C.V. (“Metalsa”) providing for Dana and certain of
its affiliates to sell substantially all of Dana’s Structural Products business to Metalsa and
certain of its affiliates, subject to government regulatory approvals and customary closing
conditions. The text of the press release announcing the transaction is attached hereto as Exhibit
99.1.
ITEM 2.06. MATERIAL IMPAIRMENTS.
On December 16, 2009, Dana determined there would be a material impairment related to the
divestiture of the Structural Products business as described above. The completion of this
transaction is expected to result in a pre-tax loss in the range of $150 to $180 million, most of
which will be recorded in the fourth quarter of 2009 to recognize impairment of the related
long-lived assets. Except for certain transaction expenses associated with the sale, which are
currently estimated to approximate $10 million, the loss is a non-cash charge. The estimated loss
is based on completion of the sale pursuant to the terms of the agreement executed on December 16,
2009. Modifications to the terms of the agreement, expected timing or other factors could affect
the amount of the loss.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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| Exhibit No. |
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Description |
| 99.1 |
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Dana Holding Corporation Press Release dated December 16, 2009 |
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