FORM 10-K/A
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
Form 10-K/A
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2008
 
Commission File Number 1-1063
 
Dana Holding Corporation
(Exact name of registrant as specified in its charter)
 
     
Delaware
  26-1531856
(State or other jurisdiction of
incorporation or organization) 		  (IRS Employer
Identification No.)
     
4500 Dorr Street, Toledo, Ohio
  43615
(Address of principal executive offices)
  (Zip Code)
 
Registrant’s telephone number, including area code:
(419) 535-4500
 
Securities registered pursuant to Section 12(b) of the Act:
 
     
Title of each class
 
Name of each exchange on which registered
 
Common Stock, par value $0.01 per share
  New York Stock Exchange
 
Securities registered pursuant to section 12(g) of the Act:
None
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o     No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer o
  Accelerated filer þ   Non-accelerated filer o
(Do not check if a smaller reporting company) 		  Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the average high and low trading prices of the common stock as of the closing of trading on June 30, 2008, was approximately $568,000,000.
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes þ     No o
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
There were 100,065,061 shares of the registrant’s common stock outstanding at February 27, 2009.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held on April 21, 2009 are incorporated by reference into Part III.
 
 

 

EXPLANATORY NOTE
     This amendment to the Annual Report on Form 10-K for the year ended December 31, 2008 (Amendment No. 1) is being filed solely for the purpose of including a page that was inadvertently omitted at the end of the Exhibit List under Item 15(a)4 of Part IV of the Annual Report on Form 10-K for the year ended December 31, 2008 of Dana Holding Corporation (2008 Annual Report). All other Items of the 2008 Annual Report on Form 10-K are unaffected by the change described above and have been omitted from this amendment.

 

 

             
No.
 
Description
 
Method of Filing or Furnishing
 
  10 .70   Revolving Credit and Guaranty Agreement, dated as of January 31, 2008, among Dana Holding Corporation, as Borrower, the guarantors party thereto, Citicorp USA, Inc., as administrative agent and collateral agent, Citigroup Capital Markets, Inc., as joint lead arranger and joint bookrunner, Lehman Brothers Inc., as joint lead arranger, joint bookrunner and syndication agent, Barclays Capital, as joint bookrunner and documentation agent, and the lenders and other financial institutions party thereto   Filed as Exhibit 10.6 to Registrant’s Current Report on Form 8-K dated February 6, 2008, and incorporated herein by reference
  10 .71   Term Facility Security Agreement, dated as of January 31, 2008, among Dana Holding Corporation, the guarantors party thereto and Citicorp USA, Inc., as collateral agent   Filed as Exhibit 10.7 to Registrant’s Current Report on Form 8-K dated February 6, 2008, and incorporated herein by reference
  10 .72   Revolving Facility Security Agreement, dated as of January 31, 2008, among Dana Holding Corporation, the guarantors party thereto and Citicorp USA, Inc., as collateral agent   Filed as Exhibit 10.8 to Registrant’s Current Report on Form 8-K dated February 6, 2008, and incorporated herein by reference
  10 .73   Intercreditor Agreement, dated as of January 31, 2008, among Dana Holding Corporation, Citicorp USA, Inc., as collateral and administrative agents under the Term Facility Credit and Guaranty Agreement and the Revolving Credit and Guaranty Agreement   Filed as Exhibit 10.9 to Registrant’s Current Report on Form 8-K dated February 6, 2008, and incorporated herein by reference
  10 .74   Amendment No. 1 to the Term Facility Credit and Guaranty Agreement dated as of November 21, 2008   Filed with this Report
  21     List of Subsidiaries of Dana Holding Corporation   Filed with this Report
  23     Consent of PricewaterhouseCoopers LLP   Filed with this Report
  24     Power of Attorney   Filed with this Report
  31 .1   Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer   Filed with this Report
  31 .2   Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer   Filed with this Report
  32     Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes Oxley Act of 2002)   Furnished with this Report
 
 
** Management contract or compensatory plan required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.

135

 

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
     
    DANA HOLDING CORPORATION
     
Date: March 16, 2009
  By: 
/s/  John M. Devine*
   
    John M. Devine
    Chairman, Chief Executive Officer and President
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this 16th day of March 2009 by the following persons on behalf of the registrant and in the capacities indicated, including a majority of the directors.
 
         
Signature
 
Title
 
     
/s/  John M. Devine*

John M. Devine 		  Chairman, Chief Executive Officer,
and President (Principal Executive Officer)
     
/s/  James A. Yost*

James A. Yost 		  Executive Vice President and Chief Financial Officer (Principal Financial Officer)
     
/s/  Richard J. Dyer*

Richard J. Dyer 		  Vice President and Chief Accounting Officer
(Principal Accounting Officer)
     
/s/  Gary L. Convis*

Gary L. Convis 		  Director
     
/s/  Mark T. Gallogly*

Mark T. Gallogly 		  Director
     
/s/  Richard A. Gephardt*

Richard A. Gephardt 		  Director
     
/s/  Stephen J. Girsky*

Stephen J. Girsky 		  Director
     
/s/  Terrence J. Keating*

Terrence J. Keating 		  Director
     
/s/  Mark A. Schulz*

Mark A. Schulz 		  Director
     
/s/  Keith E. Wandell*

Keith E. Wandell 		  Director
     
/s/  Jerome B. York*

Jerome B. York 		  Director
         
*By:  
/s/  Marc S. Levin
Marc S. Levin, Attorney-in-Fact