<PAGE> 1
As filed with the Securities and Exchange Commission January 30, 1996
Registration Statement No. 33-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Dana Corporation
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia
------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
34-4361040
------------------------------------
(I.R.S. Employer Identification No.)
4500 Dorr Street, Toledo, Ohio 43615, 419-535-4500
------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Martin J. Strobel, Secretary, Dana Corporation
4500 Dorr Street, Toledo, OH 43615, 419-535-4500
--------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effectiveness of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
Title of Amount to Proposed Proposed Amount of
each class be maximum maximum registration
of securities registered offering aggregate fee
to be price per offering
registered unit price
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common 145,995 $30.0625(2) $4,388,975(2) $1,514(2)
Stock shares and
(par value related
$1 per Preferred
share) Share
Purchase
Rights(1)
________________________________________________________________________________
<FN>
(1) The amount to be registered represents the maximum number of shares that
may be offered.
(2) Based upon a price of $30.0625 per share, the average of the high and low
prices per share reported on the New York Stock Exchange Composite Transactions
Index on January 23, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
The Exhibit Index required by Item 601 of Regulation S-K is located at page
II-8 of the sequential numbering system.
<PAGE> 3
PROSPECTUS
DANA CORPORATION
145,995 Shares
Common Stock
(Par Value $1 Per Share)
This Prospectus has been prepared for use in connection with the proposed sales
by the stockholders named herein (the "Selling Security Holders") of an
aggregate of up to 145,995 shares of Common Stock of Dana Corporation ("Dana"
or the "Company").
The Selling Security Holders expect to make offerings and/or sales from time to
time either pursuant to this Registration Statement or pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). Offerings and/or sales are expected to be made in brokerage
transactions executed on the New York or Pacific Stock Exchanges and reportable
on the New York Stock Exchange Composite Transactions Index at market prices
related to those then prevailing for shares of the Company's Common Stock.
Selling brokers will be paid usual and customary commissions. The average of
the high and low prices of the Company's Common Stock reported on the New York
Stock Exchange Composite Transactions Index on January 23, 1996, was $30.0625
per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________
The date of this Prospectus is ________, 1996.
<PAGE> 4
AVAILABLE INFORMATION
Dana is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company can be inspected at The
New York Stock Exchange, 20 Broad Street, New York, New York 10005; The Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104; and The
International (London) Stock Exchange, London EC2N 1HP, on which the Company's
Common Stock is listed.
Copies of documents incorporated in this Prospectus by reference but not
delivered herewith (other than exhibits to such documents, unless specifically
incorporated herein by reference) may be obtained without charge upon written
or oral request, from Martin J. Strobel, Secretary, Dana Corporation, P.O. Box
1000, Toledo, Ohio 43697 (telephone number: 419-535-4500).
Dana has filed with the Commission a registration statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is hereby made to the Registration
Statement.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, in connection with the offers
contained in this Prospectus. This Prospectus does not constitute an offering
by any person in any state or jurisdiction in which such offering may not
lawfully be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of Dana since the respective dates as of which
information is given herein.
2
<PAGE> 5
THE COMPANY
Dana's principal executive offices are at 4500 Dorr Street, Toledo, Ohio 43615.
The mailing address is P.O. Box 1000, Toledo, Ohio 43697. The telephone number
is 419-535-4500.
USE OF PROCEEDS
Dana will receive no part of the proceeds of the sales made by the Selling
Security Holders.
SELLING SECURITY HOLDERS
The names of the Selling Security Holders, the number of shares of Dana Common
Stock which they currently own and will offer for sale, and the number of
additional shares which may be issued to them and offered for sale, are as
follows:
<TABLE>
<CAPTION>
MAXIMUM
SHARES ADDITIONAL
CURRENTLY OWNED SHARES TO BE
SECURITY HOLDER AND TO BE ISSUED AND
--------------- OFFERED OFFERED
------- -------
<S> <C> <C>
Thomas L. Acton, Trustee 40,279 18,120
under Trust Agreement dated
10/7/88
Charles D. Cronenworth, Trustee 18,461 8,305
under Trust Agreement dated
1/26/87
Charles E. Cronenworth 20,139 9,060
Lorraine Cronenworth 18,461 8,305
John Uznis and Linda Uznis 3,356 1,509
</TABLE>
The Common Shares which are shown above as currently owned were issued to the
Selling Security Holders pursuant to an Agreement and Plan of Merger made as of
December 19, 1995 ("Agreement"), whereby the Company acquired Mohawk Plastics,
Inc. ("Mohawk"). Mohawk is now a wholly-owned subsidiary of the Company.
Under the Agreement, if the market price of Dana's Common Stock during a
specified calculation period immediately preceding the date on which the
registration of the currently owned shares becomes effective is less than 95%
of the market price of the Common Stock during a specified calculation period
immediately preceding December 19, 1995, then Dana will issue additional shares
of Common Stock to the Selling Security Holders. The maximum number of
additional shares which could be issued to each Selling Security Holder in this
event is shown above.
3
<PAGE> 6
None of the Selling Security Holders has held any position or office or had any
material relationship with Dana or its predecessors or affiliates within the
past 3 years. After the completion of the offering, none of the Selling
Security Holders will own any of the currently owned or additional shares of
Dana Common Stock which are shown above.
LEGAL MATTERS
The validity of the shares of Common Stock being sold in the offerings will be
passed upon for Dana by Hunton & Williams, Riverfront Plaza, East Tower, 951
East Byrd Street, Richmond, Virginia 23219.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated into this Prospectus by
reference:
(1) Dana's Annual Report on Form 10-K for the fiscal year ended December
31, 1994;
(2) Dana's reports on Form 10-Q for the quarterly periods ending March
31, 1995, June 30, 1995, and September 30, 1995; and
(3) The material under the captions "Description of Registrant's
Securities to be Registered" in Dana's Application for Registration
of Certain Classes of Securities Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934 on Form 8-A, dated on or about
July 12, 1946, as amended by the Company's Amendment to Application
or Report on Form 8, dated August 8, 1991, and "Description of
Capital Stock" in the Company's registration statement on Form S-3
filed on May 13, 1992.
All documents subsequently filed by Dana pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act from the date hereof to the termination of the
offering of the securities covered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
SEC POSITION ON INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
4
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Dana's only direct expenses in connection with the issuance and distribution of
the securities to be registered hereunder are Commission filing fees of
$1,514; listing fees for the New York, Pacific and International (London)
Stock Exchanges estimated at approximately $5,000; legal expenses estimated at
approximately $3,000; and accounting expenses estimated at approximately
$1,000. No portion of such expenses will be borne by the Selling Security
Holders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Indemnification of the directors and officers of the Company, a Virginia
corporation, is authorized under Article 10 of the Virginia Stock Corporation
Act (Section 13.1-1 of the Code of Virginia, as amended).
The SIXTH Article of the Company's Restated Articles of Incorporation, as
amended, provides as follows:
"SIXTH: 1. In this Article:
'applicant' means the person seeking indemnification pursuant to this
Article.
'expenses' includes counsel fees.
'liability' means the obligation to pay a judgment, settlement,
penalty, fine, including any excise tax assessed with respect to an
employee benefit plan, or reasonable expenses incurred with respect to a
proceeding.
'party' includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
'proceeding' means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
"2. In any proceeding brought by a shareholder of the Corporation in
the right of the Corporation or brought by or on behalf of shareholders of
the Corporation, no director or officer of the Corporation shall be liable
to the Corporation or its shareholders for monetary damages in excess of
$50,000.00 with respect to any transaction, occurrence or course of
conduct, whether prior or subsequent to the effective date of this
Article, except for liability resulting from such person's having engaged
in willful misconduct or a knowing violation of the criminal law or any
federal or state securities law.
II-1
<PAGE> 8
"3. The Corporation shall indemnify any person who was or is a party
to any proceeding, including a proceeding brought by a shareholder in the
right of the Corporation or brought by or on behalf of shareholders of the
Corporation, by reason of the fact that he is or was a director or officer
of the Corporation against any liability incurred by him in connection
with such proceeding unless he engaged in willful misconduct or a knowing
violation of the criminal law.
"4. The provisions of this Article shall be applicable to all
proceedings commenced on or after the effective date hereof, arising from
any act or omission, whether occurring before or after such effective
date. The effective date of this Article shall be the date on which the
State Corporation Commission of the Commonwealth of Virginia issues a
Certificate of Amendment with respect hereto. No amendment or repeal of
this Article shall have any effect on the rights provided under this
Article with respect to any act or omission occurring prior to such
amendment or repeal. The Corporation shall promptly take all such
actions, and make all such determinations, as shall be necessary or
appropriate to comply with its obligation to make any indemnity under this
Article and shall promptly pay or reimburse all reasonable expenses,
including attorneys' fees, incurred by any such director, officer,
employee or agent in connection with such actions and determinations or
proceedings of any kind arising therefrom.
"5. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the applicant
did not meet the standard of conduct described in Section 2 or 3 of this
Article.
"6. Any indemnification under Section 3 of this Article (unless
ordered by a court) shall be made by the Corporation in accordance with
the procedures set forth in Section 13.1-701 of the Virginia Stock
Corporation Act as in effect from time to time, except that in the event
there has been a change in the composition of a majority of the Board of
Directors after the date of (i) the alleged act or omission or (ii)
commencement of a continuing act or omission with respect to which
indemnification is claimed, any determination as to indemnification and
advancement of expenses with respect to any claim for indemnification made
pursuant to this Article shall be made exclusively by special legal
counsel agreed upon by the Board of Directors and the applicant. If the
Board of Directors and the applicant are unable to agree upon such special
legal counsel, the Board of Directors and the applicant each shall select
a nominee, and the nominees shall select such special legal counsel.
"7. (a) The Corporation shall pay for or reimburse the reasonable
expenses incurred by any applicant who is a party to a proceeding in
advance of final disposition of the proceeding or the making of any
determination under Section 3 if the applicant furnishes the Corporation:
(i) a written statement of his good faith belief that he has
met the standard of conduct described in Section 3; and
II-2
<PAGE> 9
(ii) a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that he did
not meet such standard of conduct.
(b) The undertaking required by paragraph (ii) of subsection
(a) of this section shall be an unlimited general obligation of the
applicant but need not be secured and may be accepted without reference to
financial ability to make repayment.
(c) Authorizations of payments under this section shall be made
in accordance with the procedure specified in Section 6.
"8. The Board of Directors is hereby empowered, by majority vote of
a quorum consisting of disinterested Directors, to cause the Corporation
to indemnify, or to agree in advance to indemnify, by Bylaw provision or
agreement any person who was, is or may become a party to any proceeding,
by reason of the fact that he is or was an employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, to the
same extent as if such person were specified as one to whom
indemnification is granted in Section 3. The provisions of Sections 4
through 7 of this Article shall be applicable to any indemnification
provided hereafter pursuant to this Section 8.
"9. Every reference herein to directors, officers, employees or
agents shall include former directors, officers, employees and agents and
their respective heirs, executors and administrators. The indemnification
hereby provided and provided hereafter pursuant to the power hereby
conferred by this Article on the Board of Directors shall not be exclusive
of any other rights to which any person may be entitled, including any
right under policies of insurance that may be purchased and maintained by
the Corporation or others, with respect to claims, issues or matters in
relation to which the Corporation would not have the power to indemnify
such person under the provisions of this Article. Such rights shall not
prevent or restrict the power of the Corporation to make or provide for
any further indemnity, or provisions for determining entitlement to
indemnity, pursuant to one or more indemnification agreements, bylaws, or
other arrangements (including, without limitation, creation of trust funds
or security interests funded by letters of credit or other means) approved
by the Board of Directors (whether or not any of the directors of the
Corporation shall be a party to or beneficiary of any such agreements,
bylaws or arrangements); provided, however, that any provision of such
agreements, bylaws or other arrangements shall not be effective if and to
the extent that it is determined to be contrary to this Article or
applicable laws of the Commonwealth of Virginia.
"10. Each provision of this Article shall be severable, and an
adverse determination as to any such provision shall in no way affect the
validity of any other provision."
II-3
<PAGE> 10
The Registrant carries a primary Directors and Officers Liability
insurance policy with the Federal Insurance Company, a member of the Chubb
Group of Insurance Companies, and an excess policy with X. L. Insurance
Company, Ltd. Collectively, these policies provide an annual liability
limit of $50 million with a deductible of $5 million per loss for
corporate reimbursement. The policies cover, among other persons,
directors, elected officers, and certain appointed officers or the
Registrant and its subsidiaries, either on a direct basis or to reimburse
the Registrant and its subsidiaries for amounts they expend, where
permitted or required by law, in indemnification of such covered
individuals. The insurers will pay on behalf of the covered persons or
the Registrant and its subsidiaries, subject to the deductible, all
covered costs incurred up to $50 million as a result of any error,
misstatement, misleading statement, act, omission, neglect, or breach of
duty by covered persons. There is no coverage for certain acts, such as
purchases or sales in violation of Section 16(b) of the Securities
Exchange Act, deliberately fraudulent or willful violations of any statute
or regulation, illegal personal gain, or acts involving bodily injury or
death of a person.
ITEM 16. EXHIBITS.
4-A* Restated Articles of Incorporation (filed by reference to Exhibit 4 to
Registrant's Form 8-A/A, Amendment No. 3, dated October 24, 1994)
4-B* Specimen Single Denomination Stock Certificate of Registrant (filed by
reference to Exhibit 4-A to Registrant's Form S-3 filed on May 13,
1992)
5 Opinion of Hunton & Williams (at page II-9)
23-A Consent of Price Waterhouse LLP (at page II-10)
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (at page II-11)
* Incorporated by reference.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 11
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on January 30, 1996.
DANA CORPORATION (Registrant)
By: Martin J. Strobel
-----------------------------------
Martin J. Strobel
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Chief Executive Officer and Director:
<S> <C>
Southwood J. Morcott January 30, 1996
- ------------------------------------
Southwood J. Morcott
Chief Financial Officer:
James E. Ayers January 30, 1996
- -----------------------------------
James E. Ayers
Chief Accounting Officer:
Charles W. Hinde January 30, 1996
- -----------------------------------
Charles W. Hinde
</TABLE>
II-6
<PAGE> 13
<TABLE>
<CAPTION>
Directors:
<S> <C>
* Benjamin F. Bailar January 30, 1996
- -------------------------------------------
Benjamin F. Bailar
* Edmund M. Carpenter January 30, 1996
- -------------------------------------------
Edmund M. Carpenter
* Eric Clark January 30, 1996
- -------------------------------------------
Eric Clark
* Roger T. Fridholm January 30, 1996
- -------------------------------------------
Roger T. Fridholm
* Glen H. Hiner January 30, 1996
- -------------------------------------------
Glen H. Hiner
* Marilyn R. Marks January 30, 1996
- -------------------------------------------
Marilyn R. Marks
* John D. Stevenson January 30, 1996
- -------------------------------------------
John D. Stevenson
* Theodore B. Sumner, Jr. January 30, 1996
- -------------------------------------------
Theodore B. Sumner, Jr.
*By Martin J. Strobel
---------------------------------------
Martin J. Strobel
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
------- ----------- ----
NO.
---
<S> <C> <C>
4-A* Restated Articles of Incorporation (filed by
reference to Exhibit 4 to Registrant's Form
8-A/A, Amendment No. 3, dated October 24,
1994)
4-B* Specimen Single Denomination Stock
Certificate of Registrant (filed by reference
to Exhibit 4-A to Registrant's Form S-3 filed
on May 13, 1992)
No class of long-term debt of the Registrant
exceeds 10% of the 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.
5 Opinion of Hunton & Williams II-9
23-A Consent of Price Waterhouse LLP II-10
23-B Consent of Hunton & Williams (included in
Exhibit 5)
24 Power of Attorney II-11
</TABLE>
* Incorporated by reference.
II-8
<PAGE> 15
Exhibit 5
OPINION OF HUNTON & WILLIAMS
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
January 29, 1996
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Gentlemen:
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 (the Registration Statement) relating to 145,995 shares
of Common Stock, $1 par value (the "Shares") of Dana Corporation (the
"Company") and to the reference to us under "Legal Matters" in the Registration
Statement.
We have examined such certificates of the Company's officers and such evidence
of corporate action as we consider relevant as the basis for this opinion, and
are of the opinion that the issuance of the Shares has been duly and validly
authorized by the Board of Directors of the Company, no other corporate action
being necessary, and that when the Shares are issued in accordance with the
acquisition agreement described in the Registration Statement, they will be
legally issued, fully paid and nonassessable and no individual or personal
liability for the obligations of the Company will attach to the ownership of
the Shares.
Very truly yours,
HUNTON & WILLIAMS
II-9
<PAGE> 16
Exhibit 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 12, 1995, which appears on page 18 of the 1994 Annual Report to
Shareholders of Dana Corporation, which is incorporated by reference in Dana
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 18 of such Annual Report
on Form 10-K.
PRICE WATERHOUSE LLP
Toledo, Ohio
January 26, 1996
II-10
<PAGE> 17
Exhibit 24
POWER OF ATTORNEY
The undersigned directors and/or officers of Dana Corporation ("Dana") hereby
appoint James E. Ayers, Sue A. Griffin, Charles W. Hinde, Southwood J. Morcott
and Martin J. Strobel, and each of them severally, their true and lawful
attorneys-in- fact to execute, in their names and their capacities as directors
and/or officers of Dana, a registration statement on Form S-3 and any and all
amendments thereto for the resale of Common Shares, $1 par value, of Dana which
are issued by Dana to the stockholders of Mohawk Plastics, Inc. ("Mohawk") in
connection with the acquisition of the stock of Mohawk, and to file the same,
on behalf of Dana, with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.
In witness whereof, the undersigned have executed this instrument on December
11, 1995.
<TABLE>
<S> <C>
B. F. Bailar J. D. Stevenson
- ----------------------------------- ---------------------------------------
B. F. Bailar J. D. Stevenson
E. M. Carpenter T. B. Sumner, Jr.
- ----------------------------------- ---------------------------------------
E. M. Carpenter T. B. Sumner, Jr.
E. Clark J. E. Ayers
- ----------------------------------- ----------------------------------------
E. Clark J. E. Ayers
R. T. Fridholm C. W. Hinde
- ----------------------------------- -----------------------------------------
R. T. Fridholm C. W. Hinde
G. H. Hiner S. A. Griffin
- ----------------------------------- -----------------------------------------
G. H. Hiner S. A. Griffin
M. R. Marks M. J. Strobel
- ----------------------------------- -----------------------------------------
M. R. Marks M. J. Strobel
S. J. Morcott
- -----------------------------------
S. J. Morcott
</TABLE>
II-11
