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1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993 Commission file number 1-1063.
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DANA CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 34-4361040
- ----------------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Common Stock of $1 par value New York, Pacific, International
(London) Stock Exchanges
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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 X No
--- ---
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.
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The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 17, 1994, was approximately $2,878 million.
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The number of shares of registrant's Common Stock, $1 Par Value, outstanding at
February 17, 1994, was 49,292,389 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
Document Where Incorporated
- ---------------------------------------- ------------------------------------
1. Proxy Statement dated March 4, 1994 Part III (Items 10, 11, 12, 13)
for Annual Meeting of Shareholders
to be held on April 6, 1994.
2. Annual Report to Shareholders Part I (Item 1)
for year ended December 31, 1993. Part II (Items 5, 6, 7, 8)
Part IV (Item 14)
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The Exhibit Index is located at pages 27 - 30 of the sequential numbering
system.
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INDEX
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DANA CORPORATION - FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1993
10-K Pages
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Cover 1
Index 2
Part I
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Item 1 - Business 3 - 9
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Geographical Areas, Markets, Customer Dependence,
Products, Materials, Seasonality, Backlog,
Competition, Strategy, Patents and Trademarks, Research
and Development, Employment, Cash Flows, Environmental
Compliance, and Executive Officers of the Registrant
Item 2 - Properties 10
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Item 3 - Legal Proceedings 11
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Item 4 - Submission of Matters to a Vote of
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Security Holders 11
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Part II
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Item 5 - Market for Registrant's Common Equity and
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Related Stockholder Matters 12
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Item 6 - Selected Financial Data 12
--------------------------------
Item 7 - Management's Discussion and Analysis of
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Financial Condition and Results of Operations 12
---------------------------------------------
Item 8 - Financial Statements and Supplementary Data 12
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Item 9 - Changes in and Disagreements with Accountants on
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Accounting and Financial Disclosure 12
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Part III
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Item 10 - Directors and Executive Officers of the
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Registrant 13
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Item 11 - Executive Compensation 13
--------------------------------
Item 12 - Security Ownership of Certain Beneficial
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Owners and Management 13
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Item 13 - Certain Relationships and Related Transactions 13
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Part IV
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Item 14 - Exhibits, Financial Statement Schedules,
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and Reports on Form 8-K 14 - 30
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(a)(1) Financial Statements
(2) Financial Statement Schedules
(3) Exhibits
(b) Reports on Form 8-K
Signatures 31 - 32
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3
PART I
ITEM 1 - BUSINESS
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Dana Corporation, founded in 1905, is a global leader in engineering,
manufacturing and marketing of products and systems for the worldwide
vehicular, industrial and mobile off-highway original equipment markets and is
a major supplier to the related aftermarkets. Dana is also a leading provider
of lease financing services in selected markets. The Company's products
include: drivetrain components, such as axles, driveshafts, clutches and
transmissions; engine parts, such as gaskets, piston rings, seals, pistons and
filters; chassis products, such as vehicular frames and cradles and heavy duty
side rails; fluid power components, such as pumps, motors and control valves;
and industrial products, such as electrical and mechanical brakes and clutches,
drives and motion control devices.
Dana's vehicular components and parts are used on automobiles, pickup
trucks, vans, minivans, sport utility vehicles, medium and heavy trucks and
off-highway vehicles. In 1993, sales to this segment accounted for 82% of
Dana's total sales. The Company's industrial products include mobile
off-highway and stationary equipment applications. Sales to this segment
amounted to 18% of the Company's 1993 total sales.
"Business Segments" at pages 31 and 32 of Dana's 1993 Report to
Shareholders ("1993 Annual Report") is incorporated herein by reference.
GEOGRAPHICAL AREAS
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To serve its global markets, Dana has established regional operating
organizations in North America, Europe, South America and Asia/Pacific, each
with management responsibility for its specific geographic markets. The
Company's significant international operations are located in the following
countries: Argentina, Australia, Brazil, Canada, China, Columbia, France,
Germany, India, Italy, Korea, Mexico, Netherlands, Singapore, Switzerland,
Taiwan, Thailand, United Kingdom and Venezuela. Most of Dana's international
subsidiaries and affiliates manufacture and sell vehicular and industrial
products similar to those produced by Dana in the United States.
Consolidated international sales were $1.3 billion, or 24% of the
Company's 1993 sales. Including U.S. exports, international sales accounted
for 31% of 1993 consolidated sales. International operating income was $97
million, or 21% of consolidated 1993 operating income. In addition, there was
$13 million of equity in earnings from international affiliates in 1993.
Dana believes the regional operating organizations have positioned the
Company to profitably share in the anticipated long-term growth of the
worldwide Vehicular and Industrial markets. The Company intends to increase
its involvement and investment in international markets in the coming years.
"Geographic Areas" at page 33 of Dana's 1993 Annual Report is incorporated
herein by reference.
3
4
MARKETS
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During the past three years, Dana's sales to Vehicular and Industrial
original equipment manufacturers and service parts markets were as follows:
Market Analysis by Business Segment*
Percentage of Consolidated Sales
--------------------------------------
1991 1992 1993
---- ---- ----
Vehicular Products -
Original Equipment Manufacturers 47% 50% 54%
Service Parts 32% 31% 28%
--- --- ---
Total 79% 81% 82%
Industrial Products -
Original Equipment Manufacturers 11% 10% 9%
Service Parts 10% 9% 9%
--- --- ---
Total 21% 19% 18%
*Note: End use of products is not always identifiable but these are reasonable
estimates derived from expected customer usages.
Sales in the Financial Holdings segment consisted of real estate
sales and did not exceed 1% of consolidated sales for 1991, 1992 or 1993.
Financial Holdings revenues (amounting to less than 5% of Dana's consolidated
1993 total revenues) have been excluded from this market analysis.
CUSTOMER DEPENDENCE
- -------------------
The Company has thousands of customers and enjoys long-standing
business relationships with many of these customers. The Company's attention
to price, quality, delivery and service has been recognized by numerous
customers who have awarded the Company supplier quality awards. Ford and
Chrysler were the only customers accounting for more than 10% of the Company's
net sales in 1993. The Company has been supplying product to Ford, Chrysler
and their divisions for many years. Sales to Ford, as a percentage of the
Company's net sales, were 15%, 17% and 18% in 1991, 1992, 1993, respectively.
Sales to Chrysler, as a percentage of net sales, were 8%, 9% and 11% in 1991,
1992, and 1993, respectively. Loss of all or a substantial portion of the
Company's sales to Ford, Chrysler or other large vehicle manufacturers, would
have a significant adverse effect on the Company's financial results until this
lost sales volume could be replaced. This event is considered unlikely in the
ordinary course of business and would most likely occur only in the event of a
major business interruption such as a prolonged strike at one of the Company's
customers.
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5
PRODUCTS
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The major groups of products within the Vehicular segment are as follows:
Major Product Groups - Vehicular Segment
Percentage of Consolidated Sales
----------------------------------------
1991 1992 1993
---- ---- ----
Types of Products
- -----------------
Front and rear axles for highway
vehicles, primarily trucks 22.9% 25.3% 28.2%
Engine parts and accessories for
highway vehicles, such as gaskets,
seals, pistons, piston rings and filters 16.8% 16.5% 14.3%
Frames for highway vehicles,
primarily trucks 8.1% 8.5% 8.1%
Universal joints for highway
vehicles, primarily trucks 9.7% 10.2% 10.6%
Other Vehicular products 21.3% 20.0% 21.2%
----- ----- -----
Total 78.8% 80.5% 82.4%
No major product groups within the Industrial or Financial Holdings
segments exceeded 10% of consolidated sales during these periods.
5
6
MATERIALS
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The Company normally does not experience raw material shortages within its
operations. Most raw materials and semi-processed or finished items are
purchased within the operating regions. Temporary shortages of a particular
material or part may occasionally occur, but the various Dana units basically
buy from a number of capable, long-term suppliers.
SEASONALITY
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Dana's businesses are not considered to be seasonal.
BACKLOG
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The majority of Dana's products are not on a backlog status. They are
produced from readily available materials such as steel and have a relatively
short manufacturing cycle. Each operating unit of the Company maintains its
own inventories and production schedules. Nearly all products are available
from more than one facility. Production capacity is either adequate to handle
current requirements or will be expanded to handle anticipated growth in
certain product lines.
COMPETITION
- -----------
In its Vehicular and Industrial products segments, the Company
competes worldwide with a number of other manufacturers and distributors which
produce and sell similar products. These competitors include
vertically-integrated units of the Company's major vehicular OEM customers as
well as a large number of independent domestic and international suppliers.
The competitive environment in these segments has changed dramatically in the
past few years as the Company's traditional United States OEM customers, faced
with substantial international competition, have expanded their worldwide
sourcing of components. In order for Dana to compete both domestically and
internationally with suppliers, the Company has established operations in
several regions of the world so that Dana can be a strong global supplier of
its core products.
In the Financial Holdings segment, the Company's primary focus is on
leasing activities. The Company's competitors include national and regional
leasing and finance organizations.
STRATEGY
- --------
In the Vehicular and Industrial products segments, the Company is
actively pursuing three broad strategies.
The first of these strategies is to increase the Company's involvement
and investment in its international markets. The Company has developed a
well-defined regional organization in support of this initiative and has
competed in world markets for nearly 70 years. The Company has been in Japan
for two decades and is well established throughout Europe, South America, and
the Asia/Pacific region. In 1993, international sales, including exports from
the United States, totaled 31% of net sales. The Company's long-term goal is
to derive 50% of its net sales (including exports) from customers outside the
United States. Although subject to certain risks, the Company believes
broadening its international sales will enable it to offset potential adverse
effects of economic downturns in specific countries, source product from the
areas of the world which offer the lowest cost, and provide it access to
markets which have the greatest growth potential.
6
7
STRATEGY (continued)
- --------
The Company's second long-term strategic objective is to increase its
distribution sales to 50% of net sales. The Company believes that distribution
sales are less cyclical than original equipment sales and offer long-term
growth potential. To date, the Company has consistently expanded its
distribution business by increasing market penetration and broadening its
product offerings through internal growth and acquisition. In 1993, the
Company's distribution sales were 37% of net sales.
The Company's third objective is to increase its share of its OEM
customers' global component purchases. To accomplish this objective, the
Company is focusing on meeting OEM customers' needs in each of the local
markets in which they operate, both through exports and by locating
manufacturing facilities in markets where key OEM customers have assembly
plants.
PATENTS AND TRADEMARKS
- ----------------------
Dana's proprietary drivetrain, engine parts, chassis, fluid power
systems, and industrial power transmission product lines have strong identities
worldwide in the Vehicular and Industrial markets which Dana serves.
Throughout these product lines, Dana owns or is licensed to manufacture and/or
sell its products under a number of patents and trademarks. These patents,
trademarks and licenses have been obtained over a period of years and expire at
various times. Dana considers each of them to be of value and aggressively
protects its rights throughout the world against infringement. Because the
Company is involved with many product lines, the loss of any particular patent,
trademark, or license would not materially affect the sales and profits of the
Company.
RESEARCH AND DEVELOPMENT
- ------------------------
Dana's facilities engage in engineering, research and development, and
quality control activities to improve the reliability, performance and
cost-effectiveness of Dana's existing Vehicular and Industrial products and to
design and develop new products for both existing and anticipated applications.
To promote efficiency and reduce development costs, Dana's research and
engineering people work closely with original equipment manufacturing customers
on special product and systems designs. Dana's consolidated worldwide
expenditures for engineering, research and development, and quality control
programs were $102 million in 1991, $108 million in 1992 and $120 million in
1993.
EMPLOYMENT
- ----------
Dana's worldwide employment (including consolidated subsidiaries and
affiliates) was 36,000 at December 31, 1993.
CASH FLOWS
- ----------
Dana experiences increases or decreases in cash flows as sales volumes
fluctuate in the Vehicular or Industrial business segments. Cash balances are
utilized from time to time to purchase additional fixed assets, for
acquisitions of new businesses or product lines, for investments and to retire
debt. The "Statement of Cash Flows" on page 21 of Dana's 1993 Annual Report is
incorporated herein by reference.
ENVIRONMENTAL COMPLIANCE
- ------------------------
The Company makes capital expenditures in the normal course of
business, as necessary, to ensure that its facilities are in compliance with
applicable federal, state and local environmental laws and regulations. Costs
of environmental compliance did not have a materially adverse effect on the
Company's capital expenditures, earnings or competitive position in 1993, and
the Company currently does not anticipate future environmental compliance costs
to be material.
7
8
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The executive officers of the Company and their ages as of March 7, 1994,
present position(s), and other positions within the past five years are as
follows. Unless otherwise indicated, all positions are with Dana. Hayes-Dana
Inc. is a majority-owned subsidiary of Dana. Diamond Savings and Loan Company
was a wholly-owned subsidiary of DFHI.
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- -------------- -------------------
S.J. Morcott Chairman of the Board since Dana Director since 1985;
(55) 1990 and Chief Executive Chairman of the Board of Hayes-
Officer since 1989, President Dana Inc. since 1987 and a
and Chief Operating Officer Director since 1977
since 1986
B.R. Reimer Executive Vice President President - Dana Europe, 1986-93
(63) since 1981
C.H. Hirsch Executive Vice President Senior Vice President,
(59) since 1991 1985-91
J.E. Ayers Chief Financial Officer since None
(61) 1989, Vice President - Finance
since 1986 and Treasurer
since 1983
J.M. Magliochetti President - Dana North Automotive President - Dana North
(51) American Operations American Operations, 1990-92;
since 1992 Group Vice President - Dana North
American Operations, 1985-90
F.E. Bauchiero Industrial President - Dana Group Vice President - Dana North
(59) North American Operations American Operations, 1989-90;
since 1990 Vice President - Dana North
American Operations, 1987-89
W.J. Carroll President - Hayes-Dana Inc. Vice President and
(49) since 1993 General Manager - Aftermarket
Products Division, 1987-93
B.N. Cole Vice President - Heavy Vice President and General
(51) Vehicle - Dana North Manager - Frame Division,
American Operations 1988-91
since 1991
C.J. Eterovic President - Dana South American Vice President - Dana South
(59) Operations since 1993 American Operations, 1992-93;
President - Dana Andean Common
Market, 1979-92
8
9
Present
Name Position(s) with Other Positions During
and Age the Registrant the Past Five Years
- ------- ---------------- ----------------------
M.A. Franklin, III President - Dana Europe Vice President and General
(46) since 1993 Manager - Spicer Clutch Division
1991-93; Vice President and General
Manager - Private Brands and Product
Planning, 1989-91; Vice President
and General Manager - Spicer Heavy
Axle Division, 1984-89
C.W. Hinde Vice President - Director - Corporate Accounting
(55) Chief Accounting Officer & Taxes, 1986-92
since 1992 and Assistant
Treasurer since 1986
C.J. McNamara Vice President-Automotive - Vice President and General Manager-
(55) Dana North American Operations Victor Products Division, 1987-92
since 1993
J.H. Reed Vice President - Light Vehicle Vice President and General
(61) Dana North American Operations Manager - Spicer Axle Division,
since 1992 and President - 1987-91
Spicer Axle Division since 1991
R.C. Richter Corporate Controller since None
(42) 1989 and Vice President -
Administration since 1987
M.H. Rothlisberger Vice President and Controller - Corporate Controller, 1987-89
(50) Dana North American
Operations since 1989 and
Assistant Treasurer since 1985
E.J. Shultz President - Financial Group Vice President - Financial
(51) Services since 1990 Services, 1986-90
J.S. Simpson President - Dana President - Diamond Savings
(53) Asia/Pacific Operations and Loan Company, 1987-92
since 1992
M.J. Strobel Vice President since 1976, None
(53) General Counsel since 1970,
and Secretary since 1982
None of the above officers has a family relationship with any other
officer or with any director of Dana. There are no arrangements or
understandings between any of the above officers and any other person pursuant
to which he was elected an officer of Dana. Officers are elected annually at
the first meeting of the Board of Directors after the Annual Meeting of
Shareholders. The first five officers and Mr. Strobel have employment
agreements with the Company.
9
10
ITEM 2 - PROPERTIES
- -------------------
Dana owns the majority of the manufacturing facilities and the larger
distribution facilities for its Vehicular and Industrial products. A few
manufacturing facilities and most of the Company's smaller distribution
outlets, service branches, and offices are leased. The facilities, in general,
are well-maintained and adapted to the operations for which they are being
used, and their productive capacity is adjusted and expanded as required by
market and customer growth.
On a geographic basis, Dana's facilities (including those of consolidated
subsidiaries and affiliates) are located as follows:
Dana Facilities by Geographic Region
------------------------------------
Type of North South Asia/
Facility America America Europe Pacific Total
- -------- ------- ------- ------ ------- -----
Manufacturing 115 27 43 12 197
Distribution 58 15 126 33 232
Service Branches, Offices 111 4 9 13 137
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Total 284 46 178 58 566
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ITEM 3 - LEGAL PROCEEDINGS
- --------------------------
The Company and its consolidated subsidiaries are parties to various
pending judicial and administrative proceedings arising in the ordinary course
of business, including those arising out of alleged defects in the Company's
products and alleged violations of various environmental laws (including the
federal "Superfund" law). Some of the environmental proceedings involve claims
for damages and/or potential monetary sanctions. Management and its legal
counsel periodically review the probable outcome of pending legal proceedings,
the costs and expenses reasonably expected to be incurred, the availability and
limits of the Company's insurance coverage, and the Company's established
reserves for uninsured liabilities. While the outcome of these proceedings
cannot be predicted with certainty, management believes, based on these
reviews, that any liabilities that may result from these proceedings are not
reasonably likely to have a material effect on the Company's liquidity,
financial condition or results of operations.
Included among the foregoing proceedings is the following:
IN THE MATTER OF DANA CORPORATION - VICTOR PRODUCTS DIVISION AND BRC
RUBBER GROUP. This administrative proceeding was brought in 1990 by the United
States Environmental Protection Agency ("USEPA") in Region V, Chicago. USEPA
alleges that the Company's former plant in Churubusco, Indiana (which ceased
operations in 1983) violated the federal Resource Conservation and Recovery Act
("RCRA") by failing to submit a closure plan and financial assurances as a
RCRA-regulated storage facility and by failing to notify the subsequent plant
owner (Bluffton Rubber Company or "BRC") of the storage facility's alleged RCRA
status. USEPA seeks to require a RCRA closure of the storage facility and to
recover civil penalties of approximately $77,000 from the Company and $55,000
from BRC. The Company has agreed to indemnify BRC for liabilities asserted
against BRC arising from alleged RCRA violations during the Company's operation
of the storage facility. In June 1992, the Company submitted a settlement
proposal to USEPA containing a plan to sample the soil at the storage facility
site to establish that no contaminants have been released from materials that
the Company stored there. In June 1993, the Indiana Department of
Environmental Management ("IDEM"), on behalf of USEPA, notified the Company of
its determination that the sampling plan is inadequate. IDEM also issued a
Notice of Deficiency with respect to the Company's closure of the storage
facility. The Company believes that the Notice of Deficiency imposes
obligations which go beyond the appropriate scope of RCRA closure and has
initiated discussions with IDEM about the sampling program and the Notice of
Deficiency, and with USEPA about the penalty phase of the administrative
hearing.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote by Dana's security holders during the
fiscal fourth quarter.
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PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- ------------------------------------------------------------------------------
Dana's common stock is listed on the New York, Pacific, and International
(London) Stock Exchanges. On February 17, 1994, there were approximately
25,600 shareholders of record.
Dividends have been paid on the common stock every year since 1936.
Quarterly dividends have been paid since 1942. Management currently
anticipates that dividends will continue to be paid in the future.
"Additional Comments - Shareholders' Investment" at page 42 of Dana's
1993 Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
- --------------------------------
"Eleven Year History - Financial Highlights" at page 43 of Dana's 1993
Annual Report is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
"Management's Discussion and Analysis of Results" at pages 35-36 of
Dana's 1993 Annual Report is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements, together with the report thereon of Price
Waterhouse dated February 13, 1994, at pages 18-34 of Dana's 1993 Annual Report
and "Unaudited Quarterly Financial Information" at page 42 of Dana's 1993
Annual Report are incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
- None -
12
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PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information regarding Dana's directors and executive officers is set
out in Part I, Item 1 of this Form 10-K and in Dana's Proxy Statement dated
March 4, 1994 for the Annual Meeting of Shareholders to be held on April 6,
1994 (the "1994 Proxy Statement"). "Election of Directors" and "Compliance
with Section 16(a) of the Exchange Act" from the 1994 Proxy Statement are
incorporated by reference.
ITEM 11 - EXECUTIVE COMPENSATION
- --------------------------------
"The Board and Its Committees" and "Executive Compensation" from
Dana's 1994 Proxy Statement are incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
"Stock Ownership" from Dana's 1994 Proxy Statement is incorporated
herein by reference.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
"Other Transactions" from Dana's 1994 Proxy Statement is incorporated
herein by reference.
13
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PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
Page in
Annual Report
-------------
(a) The following documents are incorporated by reference and
filed as part of this report:
(1) Financial Statements:
---------------------
Introduction to Financial Section 17
Report of Independent Accountants 18
Consolidated Balance Sheet at December 31, 1992 and 1993 19
Consolidated Statement of Income for the three years ended
December 31, 1993 20
Consolidated Statement of Cash Flows for the three years
ended December 31, 1993 21
Consolidated Statement of Shareholders' Equity for the three
years ended December 31, 1993 22
Comments on Financial Statements 23 - 34
Management's Discussion and Analysis of Results 35 - 36
Unaudited Quarterly Financial Information 42
Eleven Year History 43
Page in
Form 10-K
---------
(2) Financial Statement Schedules:
------------------------------
Report of Independent Accountants on Financial Statement
Schedules for the three years ended December 31, 1993 15
Property, Plant and Equipment (Schedule V) 16
Accumulated Depreciation of Property, Plant and
Equipment (Schedule VI) 17
Valuation and Qualifying Accounts and Reserves (Schedule VIII) 18 - 21
Supplementary Income Statement Information (Schedule X) 22
Supplementary Information - Stock Plans 23 - 25
Supplementary Information - Commitments and Contingencies 26
All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
(3) Exhibits - The Exhibits listed in the "Exhibit Index" are filed as a
--------
part of this report.
(b) Reports on Form 8-K - None
-------------------
14
15
Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors
of Dana Corporation
Our audits of the consolidated financial statements referred
to in our report dated February 13, 1994, appearing on
page 18 of the 1993 Annual Report to Shareholders of Dana
Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the Financial
Statement Schedules (Schedules V, VI, VIII and X) listed in
Item 14(a) of this Form 10-K. In our opinion, these Financial
Statement Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
PRICE WATERHOUSE
Toledo, Ohio
February 13, 1994
15
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DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
------------------------------------------
Classification Balance at
beginning of Additions at Retirements or Transfers and Balance at end
period Cost Sales other of period
------------ ------------ -------------- ------------- --------------
Year ended December 31, 1991
Land and improvements to Land $ 52,796,000 $ 2,014,000 $ (1,619,000) $ (345,000) $ 52,846,000
Building and building fixtures 455,904,000 20,287,000 (11,606,000) (981,000) 463,604,000
Machinery and equipment 1,892,917,000 125,936,000 (91,610,000) (36,222,000) 1,891,021,000
-------------- -------------- -------------- ------------ --------------
Total $2,401,617,000 $ 148,237,000 $(104,835,000) $ (37,548,000) $2,407,471,000
============== ============== ============== ============== ==============
Year ended December 31, 1992
Land and improvements to Land $ 52,846,000 $ 1,360,000 $ (545,000) $ 1,012,000 $ 54,673,000
Building and building fixtures 463,604,000 9,222,000 (9,596,000) (8,395,000) 454,835,000
Machinery and equipment 1,891,021,000 101,392,000 (67,670,000) 5,744,000 1,930,487,000
-------------- -------------- -------------- ------------- --------------
Total $2,407,471,000 $ 111,974,000 $ (77,811,000) (1,639,000) $2,439,995,000
============== ============== ============== ============== ==============
Year ended December 31, 1993
Land and improvements to Land $ 54,673,000 $ 716,000 $ (4,142,000) $ 395,000 $ 51,642,000
Building and building fixtures 454,835,000 11,812,000 (14,419,000) (1,985,000) 450,243,000
Machinery and equipment 1,930,487,000 192,617,000 (89,150,000) (6,576,000) 2,027,378,000
-------------- -------------- -------------- -------------- --------------
Total $2,439,995,000 $ 205,145,000 $(107,711,000) $ (8,166,000) $2,529,263,000
============== ============== ============== ============== ==============
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DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
-----------------------------------------------------------------------
Classification Balance at
beginning of Additions at Retirements or Transfers and Balance at end
period Cost Sales other of period
------------ ------------ -------------- ------------- --------------
Year ended December 31, 1991
Land and improvements to Land $ 11,868,000 $ 768,000 $ (288,000) $ (20,000) $ 12,328,000
Building and building fixtures 142,640,000 11,732,000 (3,854,000) (7,335,000) 143,183,000
Machinery and equipment 1,015,425,000 136,339,000 (73,923,000) (8,211,000) 1,069,630,000
-------------- -------------- -------------- -------------- --------------
Total $1,169,933,000 $ 148,839,000 $ (78,065,000) $ (15,566,000) $1,225,141,000
============== ============== ============== ============== ==============
Year ended December 31, 1992
Land and improvements to Land $ 12,328,000 $ 757,000 $ (224,000) $ (20,000) $ 12,841,000
Building and building fixtures 143,183,000 13,918,000 (3,433,000) 3,190,000 156,858,000
Machinery and equipment 1,069,630,000 132,605,000 (60,014,000) 15,168,000 1,157,389,000
-------------- -------------- -------------- ------------- --------------
Total $1,225,141,000 $ 147,280,000 $ (63,671,000) 18,338,000 $1,327,088,000
============== ============== ============== ============= ==============
Year ended December 31, 1993
Land and improvements to Land $ 12,841,000 $ 717,000 $ (261,000) $ (201,000) $ 13,096,000
Building and building fixtures 156,858,000 13,795,000 (4,997,000) 501,000 166,157,000
Machinery and equipment 1,157,389,000 128,219,000 (77,093,000) (565,000) 1,207,950,000
-------------- -------------- -------------- -------------- --------------
Total $1,327,088,000 $ 142,731,000 $ (82,351,000) $ (265,000) $1,387,203,000
============== ============== ============== ============== ==============
DEPRECIATION:
Depreciation for the more important groups of property purchased or constructed
by the Company is based on the following service lives:
Years
Buildings 10 to 45
Machinery and equipment 3 to 12
Furniture, fixtures and other assets 3 to 10
17
18
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE VIII(a) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
-----------------------------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE
------------------------------------------
Adjustment
Trade accounts arising
receivable from change
Balance at Additions "written off" in currency Balance at
beginning charged net of exchange rates end of
of period to income recoveries and other items period
--------- --------- -------------- --------------- ----------
Year end
December 31, 1991 $19,412,000 $6,662,000 $(7,204,000) $ 253,000 $19,123,000
December 31, 1992 $19,123,000 $7,629,000 $(8,826,000) $ (526,000) $17,400,000
December 31, 1993 $17,400,000 $7,477,000 $(7,950,000) $ ( 99,000) $16,828,000
18
19
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE VIII(b) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
-----------------------------------------------------------------
ALLOWANCE FOR BAD DEBTS - LEASE FINANCING
-----------------------------------------
Amounts
Balance at Additions "written off" Balance at
beginning charged net of end of
of period to income recoveries Other period
--------- --------- -------------- -------- ----------
Year end
December 31, 1991 $38,024,000 $30,726,000 $(23,737,000) $(600,000)(1) $44,413,000
December 31, 1992 $44,413,000 $19,520,000 $(22,250,000) $(570,000)(1) $41,113,000
December 31, 1993 $41,113,000 $12,049,000 $(14,796,000) $(126,000)(1) $38,240,000
(1) Transfer of allowances from lease financing to loans receivable and other
assets.
19
20
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE VIII(c) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
-----------------------------------------------------------------
ALLOWANCE FOR LOAN LOSSES
-------------------------
Loans
receivable
Balance at Additions "written off" Balance at
beginning charged net of Acquisitions end of
of period to income recoveries and other items period
--------- --------- ------------- --------------- -----------
Year end
December 31, 1991 $ 3,088,000 $ 6,442,000 $ (1,609,000) $1,179,000 (1) $ 9,100,000
December 31, 1992 $ 9,100,000 $ 9,234,000 $ (505,000) $8,989,000 (2) $26,818,000
December 31, 1993 $26,818,000 $(1,848,000)(3) $(10,544,000) $ 96,000 $14,522,000
(1) Transfer of allowances from lease financing to loans receivable and
purchase of loans from Diamond Savings and Loan.
(2) Transfer of allowances for loans retained subsequent to the sale of Diamond
Savings and Loan's assets.
(3) Includes $4,255,000 reversal of reserves provided in prior years.
20
21
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE VIII(d) - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
-----------------------------------------------------------------
VALUATION ALLOWANCE - REAL ESTATE
---------------------------------
Amounts
Balance at Additions "written off" Balance at
beginning charged net of end of
of period to income recoveries Other period
--------- --------- ------------- ----------- ----------
Year end
December 31, 1991 $22,605,000 $ 5,849,000 $( 6,786,000) $ 3,021,000 (1) $24,689,000
December 31, 1992 $24,689,000 $20,009,000 $( 6,105,000) $ 3,989,000 (1) $42,582,000
December 31, 1993 $42,582,000 $10,743,000 $(14,509,000) $ 2,238,000 (2) $41,054,000
(1) Purchase of real estate from Diamond Savings and Loan.
(2) Includes reduction of $3,560,000 as reclassified to reserve on equity
investment and an increase of $5,798,000 reclassification from other
assets.
21
22
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
-------------------------------------------------------
1991 1992 1993
---- ---- ----
Maintenance and repairs $74,497,000 $76,559,000 $92,726,000
There were no other items, required by this section, which exceeded
one percent of consolidated revenue.
22
23
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
EMPLOYEE STOCK OPTION PLANS
- ---------------------------
The Company has in effect two stock option plans for employees which were
approved by the shareholders in 1977 and 1982. The 1982 Plan was amended with
shareholder approval in 1988 and 1993. These plans authorize the grant of
options and/or stock appreciation rights ("SARs") to key employees to purchase
3,000,000 and 5,950,000 shares, respectively, of common stock at exercise
prices no less than 85% of the market value of such stock at date of grant; the
exercise periods may extend for no more than ten years from date of grant. All
options and SARs granted to date under these two plans have been granted at
100% of the market value of the Company's common stock at the date of grant.
The number of shares above and all references below to the number of
shares and per share prices have been adjusted for all stock dividends and
distributions subsequent to the dates the plans were approved by the
shareholders, including the October 10, 1983 three-for-two stock split.
The number of shares subject to options (by year of grant) at December 31,
1993, and the exercise prices per share were as follows:
Number of Average Price
Shares Per Share Total
--------- ------------- -----
Year granted -
1984 27,047 $ 22.13 $ 598,400
1985 13,650 25.88 353,200
1986 90,295 31.56 2,849,900
1987 73,600 46.88 3,450,000
1988 130,626 37.50 4,898,500
1989 85,475 42.12 3,599,700
1990 206,894 36.50 7,551,600
1991 154,600 32.75 5,062,700
1992 552,322 40.31 22,265,500
1993 362,750 54.80 19,878,100
--------- -----------
1,697,259 $70,507,600
========= ===========
At December 31, 1993, there were 3,291,278 shares available for future
grants under the 1982 Plan, as amended. No shares have been available for
grants under the 1977 Plan since 1987, and there were no SARs outstanding at
December 31, 1993.
23
24
Options becoming exercisable and options exercised, their exercise prices
and their market prices during the three years ended December 31, 1993, under
these plans were as follows:
Exercise Price Market Price
-------------------- -------------------
No. Avg. Per Avg. Per
Shares Share Aggregate Share Aggregate
------ -------- --------- -------- ---------
Options becoming
exercisable
(Market prices
at dates
exercisable):
Year ended
December 31,
1991 188,088 $39.00 $ 7,336,000 $32.14 $ 6,046,000
1992 248,012 36.98 9,172,000 41.17 10,211,000
1993 333,562 38.42 12,817,000 53.60 17,878,000
Options exercised
(Market prices
at dates
exercised):
Year ended
December 31,
1991 69,024 $18.56 $ 1,281,000 $30.70 $ 2,119,000
1992 300,209 21.83 6,554,000 34.52 10,363,000
1993 405,368 30.94 12,541,000 48.06 19,483,000
The amount by which proceeds exceeded the par value of shares issued under
options was credited to additional paid-in capital. No amounts were charged
against income either at the time of granting options or issuing shares.
24
25
The following table sets forth (1) the aggregate number of shares of
the Company's common stock subject at December 31, 1993, to outstanding
options, (2) the average exercise prices per share of such options, (3) the
aggregate exercise prices of such options, (4) the ranges of expiration dates
of such options, and (5) the aggregate market values of such shares at February
17, 1994, based on $58.38 per share, the closing sales price in the New York
Stock Exchange Composite Transactions Index as reported in THE WALL STREET
JOURNAL:
Aggregate Aggregate
No. of Shares Average Market
Covered By Exercise Aggregate Range of Value at
Outstanding Price Exercise Expiration February 17,
Options Per Share Price Dates 1994
------------- --------- --------- ---------- -----------
1977 Plan 168,147 $ 36.79 $ 6,185,400 7/16/94 $ 9,816,400
to
7/13/97
1982 Amended 1,529,112 $ 42.06 $64,322,000 7/16/94 $89,269,600
Plan to
7/19/03
At December 31, 1993, 1,093 employees of the Company and its
subsidiaries and affiliates held exercisable options under the Company's stock
option plans, consisting of 276 employees under the 1977 Plan and 817 employees
(some of whom also held options under the 1977 Plan) under the 1982 Amended
Plan.
EMPLOYEES' STOCK PURCHASE PLAN
- -----------------------------
With respect to the Company's Amended Employees' Stock Purchase Plan,
as of December 31, 1993, 27,500 employees of the Company and its subsidiaries
were eligible to participate. Of such employees, 6,733 were participating at
December 31, 1993.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- -----------------------------------------
In 1993, the shareholders approved a stock option plan for
non-employee Directors of the Company. The plan provides for the granting of
options to purchase the Company's common stock at prices equal to the market
value of the stock at the date of grant. The options are exercisable after one
year for a period not to exceed ten years from the date of grant. In 1993,
options were granted for 10,500 shares at an exercise price of $48.50 per
share. The expiration date of the options is 4/19/03. At December 31, 1993,
no stock options were exercisable and there were 54,500 shares available for
future grant. At February 17, 1994, the aggregate exercise price of options
outstanding under the Plan was $509,300 and the aggregate market value of those
options was $613,000.
25
26
DANA CORPORATION AND CONSOLIDATED SUBSIDIARIES
----------------------------------------------
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS
-------------------------------------------------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
As discussed on page 27 of the 1993 Annual Report under the comments
on "Commitments and Contingencies," the Company and its consolidated
subsidiaries are parties to various legal proceedings (judicial and
administrative) arising in the normal course of business, including proceedings
which involve environmental and products liability claims.
With respect to environmental claims, the Company is involved in
investigative and/or remedial efforts at a number of locations, including
"on-site" activities at currently or formerly owned facilities and "off-site"
activities at Superfund sites where the Company has been named as a potentially
responsible party. Based on currently available facts, existing technology,
and presently enacted environmental laws and regulations, the Company estimates
that it will incur costs of approximately $38 million in connection with these
actions, including the costs of investigation and remediation and
administrative and legal expenses. This amount has been recorded in the
accounts net of probable recoveries of $6 million from insurance and other
sources. If circumstances change, these estimates may change.
With respect to product liability claims, from time to time the
Company is named in proceedings involving alleged defects in its products.
Currently included in such proceedings are a large number of claims (most of
which are relatively small) based on alleged asbestos-related personal
injuries. At December 31, 1993, 20,000 such claims were outstanding, of which
9,600 were subject to pending settlement agreements. The Company has
agreements with its insurance carriers providing for the payment of
substantially all of the indemnity costs and the legal and administrative
expenses for these claims. The Company is also a party to a small number of
asbestos-related property damage proceedings. The Company's insurance carriers
are paying the major portion of the defense costs in connection with such
cases, and the Company has incurred no indemnity costs to date. The Company
estimates that its total liability for product liability claims is
approximately $73 million. This amount has been recorded in the accounts net
of probable recoveries of $54 million from insurance and other sources. If
circumstances change, these estimates may change.
26
27
EXHIBIT INDEX
-------------
EXHIBIT PAGE NO.
- ------- --------
3-A Restated Articles of Incorporation, as amended
December 13, 1989 (filed by reference to Exhibit
3-A to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990)
3-B Restated By-Laws of Registrant, effective February 28, 1994
4-A Specimen Single Denomination Stock Certificate
of Registrant (filed by reference to Exhibit 4 to
Registrant's Registration Statement No. 33-47863 on
Form S-3, filed on May 13, 1992)
No class of long-term debt of Registrant exceeds 10% of
Registrant's total assets. Registrant agrees to furnish
copies of agreements defining the rights of debt holders
to the Securities and Exchange Commission upon request.
4-B Rights Agreement, dated as of July 14, 1986, between
Registrant and Chemical Bank (successor to Manufacturers
Hanover Trust Company), Rights Agent (filed by reference
to Exhibit 1 to Registrant's Form 8-K dated July 18, 1986)
4-C Amendment to Rights Agreement, dated as of December 12, 1988,
between Registrant and Chemical Bank (successor to
Manufacturers Hanover Trust Company), Rights Agent (filed
by reference to Exhibit 1 to Registrant's Form 8-K dated
December 12, 1988)
10-A Additional Compensation Plan, amended effective May 1, 1991
(filed by reference to Exhibit 10-A to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992)
10-D(1) 1977 Incentive Stock Option Plan, as amended (filed
by reference to Exhibit 1-D to Registration Statement
No. 2-60466 filed December 13, 1977 and to Registrant's
Proxy Statement for its Annual Meeting of Shareholders
held on December 3, 1980)
10-D(2) Amendment to 1977 Incentive Stock Option Plan,
dated December 15, 1986 (filed by reference to
Exhibit 10-D(2) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1986)
10-D(3) Amendment to 1977 Incentive Stock Option Plan,
dated December 10, 1990 (filed by reference to
Exhibit 10-D(3) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991)
10-E 1982 Amended Stock Option Plan (filed by reference to
Exhibit A to Registrant's Proxy Statement for its
Annual Meeting of Shareholders held on April 7, 1993)
27
28
EXHIBIT PAGE NO.
- ------- --------
10-F Excess Benefits Plan, amended effective January 29,
1993 (filed by reference to Exhibit 10-F to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-G(1) Retirement Plan (filed by reference to Exhibit 10-G to
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1989)
10-G(2) Second Amendment to Retirement Plan, dated March 15, 1990
(filed by reference to Exhibit 10-G(2) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990)
10-G(3) Third Amendment to Retirement Plan, adopted December 6,
1991 (filed by reference to Exhibit 10-G(3) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991)
10-G(4) Fourth Amendment to Retirement Plan, adopted February 11,
1993 (filed by reference to Exhibit 10-G(4) to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-G(5) Fifth Amendment to Retirement Plan, dated May 17, 1993
(filed by reference to Exhibit 10-G(5) to Registrant's
Report on Form 10-Q for the quarter ended June 30, 1993)
10-H Directors Retirement Plan, amended effective January 26,
1993 (filed by reference to Exhibit 10-H to Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-I(1) Director Deferred Fee Plan, amended effective May 1, 1991
10-I(2) Trust Agreement between Registrant and Society Bank and Trust
dated October 18, 1993, under which Messrs. Bailar, Carpenter,
DiFederico, Fridholm, Hiner, Singletary, Stevenson and Sumner
are each, and separately, beneficiaries
10-J(6) Employment Agreement between Registrant and Southwood J.
Morcott, dated December 14, 1992 (filed by reference to
Exhibit 10-J(6) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
10-J(7) Employment Agreement between Registrant and Martin J.
Strobel, dated December 14, 1992 (filed by reference
to Exhibit 10-J(7) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992)
10-J(8) Employment Agreement between Registrant and Carl H. Hirsch,
dated December 14, 1992 (filed by reference to Exhibit
10-J(8) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
28
29
EXHIBIT PAGE NO.
- ------- --------
10-J(10) Employment Agreement between Registrant and James E. Ayers,
dated December 14, 1992 (filed by reference to Exhibit
10-J(10) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
10-J(11) Employment Agreement between Registrant and Borge R. Reimer,
dated December 14, 1992 (filed by reference to Exhibit
10-J(11) to Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
10-J(12) Employment Agreement between Registrant and
Joe M. Magliochetti, dated December 14, 1992 (filed by
reference to Exhibit 10-J(12) to Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1992)
10-J(13) Collateral Assignment Split-Dollar Insurance Agreement for
Universal Life Policies between Registrant and
Southwood J. Morcott, dated April 18, 1989. Messrs. Reimer,
Hirsch, Ayers and Magliochetti have substantially identical
Agreements. (Filed by reference to Exhibit 10-J(13) to
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992)
10-K Supplemental Benefits Plan, amended effective
January 29, 1993
10-L(1) 1989 Restricted Stock Plan (filed by
reference to Exhibit A of the Registrant's Proxy
Statement for its Annual Meeting of Shareholders held
on April 5, 1989)
10-L(2) First Amendment to 1989 Restricted Stock Plan,
adopted December 10, 1990 (filed by reference to
Exhibit 10-L(2) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991)
10-L(3) Second Amendment to 1989 Restricted Stock Plan,
adopted October 18, 1993.
10-M Directors' Stock Option Plan (filed by reference to
Exhibit B to Registrant's Proxy Statement for its
Annual Meeting of Shareholders held on April 7, 1993)
13 The following sections of the 1993 Annual Report to
Shareholders:
Business Segments (at pages 31-32 of the Annual Report)
Geographic Areas (at page 33 of the Annual Report)
Statement of Cash Flows (at page 21 of the Annual Report)
Additional Comments - Shareholders' Investment
(at page 42 of the Annual Report)
Eleven Year History - Financial Highlights (at page 43 of
the Annual Report)
Management's Discussion and Analysis of Results
(at pages 35-36 of the Annual Report)
Introduction to Financial Section, Financial Statements
and Independent Accountants' Report (at pages 17-34 of
the Annual Report)
Unaudited Quarterly Financial Information (at page 42
of the Annual Report)
29
30
EXHIBIT PAGE NO.
- ------- --------
21 List of Subsidiaries of Registrant
23 Consent of Price Waterhouse
24 Power of Attorney
Note: Exhibits 10-A through 10-M are management contracts or compensatory
plans required to be filed as exhibits to this Form 10-K pursuant to
Item 14(c) of this report.
30
31
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, thereunto duly authorized.
DANA CORPORATION
------------------------------------------
(Registrant)
Date: March 14, 1994 By: Martin J. Strobel
------------------------- ---------------------------------------
Martin J. Strobel, Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Date: March 14, 1994 Southwood J. Morcott
------------------------- -----------------------------------------------
Southwood J. Morcott, Chairman of the Board
of Directors, Chief Executive Officer,
President and Chief Operating Officer
Date: March 14, 1994 James E. Ayers
------------------------- -----------------------------------------------
James E. Ayers, Chief Financial Officer,
Vice President - Finance and Treasurer
Date: March 14, 1994 Charles W. Hinde
------------------------- -----------------------------------------------
Charles W. Hinde, Chief Accounting Officer,
Vice President and Assistant Treasurer
Date: March 14, 1994 * B. F. Bailar
------------------------- -----------------------------------------------
B. F. Bailar, Director
Date: March 14, 1994 * E. M. Carpenter
------------------------- -----------------------------------------------
E. M. Carpenter, Director
Date:
------------------------- -----------------------------------------------
E. Clark, Director
Date: March 14, 1994 * M. A. DiFederico
------------------------- -----------------------------------------------
M. A. DiFederico, Director
Date: March 14, 1994 * R. T. Fridholm
------------------------- -----------------------------------------------
R. T. Fridholm, Director
Date: March 14, 1994 * G. H. Hiner
------------------------- -----------------------------------------------
G. H. Hiner, Director
31