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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to ________
Commission file number 1-4651
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A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Dana Corporation Employee Incentive and Savings Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
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DANA CORPORATION EMPLOYEE
INCENTIVE AND SAVINGS INVESTMENT PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1999 AND 1998
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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Page
I REQUIRED INFORMATION
Report of Independent Accountants 4
Financial Statements:
Statement of Net Assets Available for Benefits
as of December 31, 1999 and 1998 5
Statement of Changes In Net Assets Available for Benefits,
for the Years Ended December 31, 1999 and 1998 6
Notes to Financial Statements 7 - 10
Additional Information*:
Line 27a - Schedule of Assets Held for Investment Purposes 11
Line 27d - Schedule of Reportable Transactions 12
II SIGNATURE 13
III EXIHIBIT A - Consent of independent accountants 14
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of the
Dana Corporation Employee Incentive and
Savings Investment Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Dana Corporation Employee Incentive and Savings Investment Plan (the
"Plan") at December 31, 1999 and 1998, and the changes in net assets available
for benefits for the years then ended in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
--------------------------
PricewaterhouseCoopers LLP
June 21, 2000
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(AMOUNTS IN THOUSANDS)
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<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
<S> <C> <C>
Assets
Investments,
At fair value:
Putnam New Opportunities Fund $ 29,056 $ 18,278
Putnam Voyager Fund 43,629 30,807
Dodge & Cox Balanced Fund 6,618 6,298
Vanguard Index Trust 500 Fund 17,758 14,367
AIM Constellation Fund 12,069 9,568
Templeton Foreign Equity Fund 3,615 2,858
Dana Corporation common stock 30,330 29,992
At contract value:
New York Life Insurance Company Annuity 6,740
INVESCO Stable Value Fund 36,876 30,963
-------- --------
Total investments 179,951 149,871
Receivables:
Participants notes receivable 8,021 7,566
Other receivables 128 114
-------- --------
Total assets 188,100 157,551
-------- --------
Liabilities
Other payables 333 212
-------- --------
Total liabilities 333 212
-------- --------
Net assets available for benefits $187,767 $157,339
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</TABLE>
The accompanying notes are an integral part of the financial statements.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(AMOUNTS IN THOUSANDS)
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<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
<S> <C> <C>
Investment income:
Net appreciation of investments $ 21,588 $ 15,190
Interest and dividends 11,943 7,332
-------- --------
Total investment income 33,531 22,522
Employees' contributions 12,740 13,870
Employees' rollovers 884 1,000
Employer incentive match contribution 872 998
Interest on employee loans 629 471
-------- --------
Total additions 48,656 38,861
-------- --------
Benefit payments (18,228) (36,979)
-------- --------
Net increase
in net assets available for benefits 30,428 1,882
Net assets available for benefits
at beginning of year 157,339 155,457
-------- --------
Net assets available for benefits
at end of year $187,767 $157,339
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
GENERAL
The Dana Corporation Employee Incentive and Savings Investment Plan
(Plan) is a defined contribution employee benefit plan that was
established on March 1, 1984 to provide benefits for all eligible
employees of the former Echlin Inc. (Echlin) as identified in the Plan
agreement. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA). The following is a brief description
of the Plan. Participants should refer to the Plan agreement for more
complete information.
The Plan is sponsored by Echlin. During 1998, Echlin was acquired by Dana
Corporation (Company).
ADMINISTRATION
The Plan is administered by the Employee Benefits Committee of Echlin.
The Plan has entered into a trust arrangement with The Chase Manhattan
Bank (Trustee).
PARTICIPATION
Each employee who is in a covered class of employees within a
participating division, has attained age 21 and has met the service
requirements stipulated in the plan agreement is eligible to participate
in the Plan.
EMPLOYEE CONTRIBUTIONS
An employee may elect to have up to 20 percent of his or her eligible
compensation, as defined in the Plan agreement, up to the maximum
elective deferral amount as determined under Section 402(g) of the
Internal Revenue Code, contributed to his or her account. Contributions
for some participants may be further limited as a result of other
Internal Revenue Code requirements.
EMPLOYER CONTRIBUTIONS
Echlin contributes ten percent on the first six percent of the employee's
compensation contributed to the Plan. An additional Echlin contribution,
as defined in the Plan agreement, may be made depending on the Echlin's
financial performance during the Plan year.
VESTING
Participants are fully vested at all times in their contributions. Before
completing five years of service, participants become vested in Echlin's
matching contributions at the end of the third calendar year after the
contribution was made. Participants who have attained five years of
service are fully vested in Echlin's matching contributions.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN (CONTINUED)
NORMAL RETIREMENT, DISABILITY, TERMINATION OR DEATH
In accordance with the Plan provisions, participating employees who
retire upon attaining age sixty-five or become totally and permanently
disabled and whose account balance is greater than $5,000 are eligible to
receive the full value of their account in a lump sum.
Upon termination, the vested portion of the participant's account will be
payable in a lump sum if the account balance is less than $5,000.
Otherwise, the participant's account may remain in the Plan until the
participant attains the age of 65.
Upon a participant's death, the participant's account balance will be
paid to the beneficiary in one lump sum.
LOANS
The Trustee may extend loans to participants with the approval of the
Plan administrator. Participant loans shall not be made for less than
$1,000 or exceed the lesser of 50% of the participant's account balance
or $50,000 minus the highest amount of outstanding balance of loans to
the participant for the previous 12 month period. The loan term shall not
be longer than 60 months unless the loan is used to acquire a principal
residence. Interest shall be charged on the loan based on rates currently
being charged by financial institutions lending money under similar
circumstances.
As participant loans are repaid, the amounts are allocated to the
investment fund according to the participant's most recent election with
respect to current contributions.
INVESTMENT OPTIONS
The following investment options are available to Plan participants:
a. Company Stock Fund - Funds are invested in common stock of Dana
Corporation.
b. Invesco Stable Value Fund - Funds are invested in a mutual fund
which invests in pooled fixed income contracts.
c. Dodge and Cox Balanced Fund - Funds are invested in a mutual fund
which invests approximately 60% in large, well-established
companies and the remainder in high quality bonds and cash.
d. Vanguard Index Trust 500 Fund - Funds are invested in a mutual fund
which invests in common stocks listed on the Standard & Poor's 500
Composite Index.
e. AIM Constellation Fund - Funds are invested in a mutual fund which
invests in common stock of medium-sized and smaller emerging growth
companies.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS (CONTINUED)
f. Putnam New Opportunities Fund - Funds are primarily invested in a
mutual fund which invests in common stock of small to medium-sized
emerging growth companies.
g. Putnam Voyager Fund - Funds are invested in a mutual fund which
invests in a range of common stock of small, midsize and large
companies.
h. Templeton Foreign Equity Fund - Funds are invested in a mutual fund
which invests in stocks and debt obligations of companies and
governments outside of the United States.
The Company Stock Fund also invests in the VISTA Money Market Fund for
temporary cash management purposes.
PLAN TERMINATION
Although it has not expressed any intention to do so, Echlin has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to ERISA. In the event of Plan termination,
participants will become vested in their accounts.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
EXPENSES OF THE PLAN
Generally, Echlin pays all expenses associated with the administration of
the Plan.
VALUATION OF INVESTMENTS
The Plan's investments in common stocks and mutual funds are stated at
quoted market value. Investments in guaranteed investment contracts are
stated at contract value, which approximates market value.
Net appreciation or depreciation includes realized gains and losses and
net unrealized appreciation and depreciation. Realized gains and losses
on investment transactions are recorded as the difference between
proceeds received and the fair market value at the beginning of the year
of the respective investments sold or cost if acquired during the year.
Net unrealized appreciation or depreciation in the fair market value of
investments is recorded as the change between the fair market value of
investments at the end of the year and the beginning of the year, or cost
if acquired during the year.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of the financial statements and reported changes in
net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
3. INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended through
January 1, 1994, qualifies under Section 401(a) of the Internal Revenue
Code of 1986 (IRC) and therefore the related Plan trust is not subject to
tax under present tax laws. The Plan has been amended since receiving the
determination letter. However, the Plan Administrator believes that the
Plan is currently designed and being operated in compliance with the IRC.
4. PARTIES-IN-INTEREST
Investments in the Company Stock Fund consisted of 923,000 and 722,000
shares of Dana Corporation common stock at December 31, 1999 and 1998,
respectively. Shares for this fund are purchased in the open market at
fair market value. Consequently, such transactions are permitted under
the provisions of the Plan and are exempt from prohibition of
party-in-interest transactions under the IRS Code and ERISA.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN Schedule I
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
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<TABLE>
<CAPTION>
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
Putnam Investments Putnam New Opportunities Fund $ 15,549 $ 29,056
Putnam Investments Putnam Voyager Equity Fund 22,703 43,629
Dodge & Cox Dodge & Cox Balanced Fund 6,438 6,618
The Vanguard Group Vanguard Index Trust 500 Fund 12,010 17,758
AIM Funds AIM Constellation Fund 7,900 12,069
Franklin Templeton Templeton Foreign Equity Fund 3,191 3,615
AIM Funds INVESCO Stable Value Fund 36,876 36,876
*Dana Common Stock Common stock 30,643 30,330
*Participant Notes Receivable Various interest rates/various
maturities -- 8,021
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$135,310 $187,972
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</TABLE>
*Dana Corporation and participants are known parties-in-interest to the Plan.
This schedule was prepared from data certified by The Chase Manhattan Bank, the
trustee of the Plan.
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DANA CORPORATION EMPLOYEE INCENTIVE AND SAVINGS INVESTMENT PLAN Schedule II
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS*
FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
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<TABLE>
<CAPTION>
CURRENT VALUE
DESCRIPTION OF ASSET ON
PARTY OF PURCHASE SELLING COST OF TRANSACTION
INVOLVED ASSET PRICE PRICE ASSET DATE NET GAIN
<S> <C> <C> <C> <C> <C> <C>
Dana Corporation Dana Corporation Common Stock $11,418 $11,418 $11,418
Dana Corporation Dana Corporation Common Stock $ 3,421 2,328 3,421 $1,093
AIM Funds INVESCO Stable Value Fund 16,505 16,505 16,505
AIM Funds INVESCO Stable Value Fund 10,592 10,592 10,592
Putnam Investments Putnam New Opportunities Fund 5,297 5,297 5,297
Putnam Investments Putnam New Opportunities Fund 4,448 2,955 4,448 1,493
Putnam Investments Putnam Voyager Fund 6,609 6,609 6,609
Putnam Investments Putnam Voyager Fund 6,136 3,584 6,136 2,552
Chase Manhattan Bank VISTA Money Market Fund 10,554 10,554 10,554
Chase Manhattan Bank VISTA Money Market Fund 10,437 10,437 10,437
Participant Participant Notes Receivable 4,357 4,357 4,357
Participant Participant Notes Receivable 3,902 3,902 3,902
</TABLE>
*Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1998 as defined in section
2520.103-6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
This schedule was prepared from data certified by The Chase Manhattan Bank, the
trustee of the Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator of the Dana Corporation Employee Incentive and Savings Investment
Plan has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
Dana Corporation Employee
Incentive and Savings
Investment Plan
Date: June 30, 2000 /s/ Armand T. Flynn
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Armand T. Flynn
Director of Compensation
and Benefits
