Welcome to the Dana Corporation Investor Action Website
This website has been established to provide general information related to the proposed settlement of the Dana Corporation ("Dana" or the "Company") Investor Action. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Stipulation of Settlement (the "Stipulation") dated July 13, 2016, which can be found and downloaded by clicking on the Case Documents tab above.
This is a securities class action litigation currently pending before the Honorable James G. Carr in the United States District Court for the Northern District of Ohio, Western Division (the “Court”), and the litigation is known as Plumbers & Pipefitters National Pension Fund, et al. v. Michael J. Burns, et al., Civil Action No. 3:05-cv-07393-JGC. The Court has appointed the law firm of Robbins Geller Rudman & Dowd LLP as Class Counsel to represent the Class.
The proposed Settlement will create a cash fund in the principal amount of Sixty-Four Million Dollars ($64,000,000.00) (the “Settlement Amount”), plus any interest that may accrue thereon less certain deductions (the “Settlement Fund”).
This is a securities class action brought against Dana and certain of its officers alleging that Dana Corporation’s former Chief Executive Officer Michael J. Burns and former Chief Financial Officer Robert C. Richter violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by causing Dana Corporation to: (i) issue false financial results for fiscal year 2004 and the first two quarters of 2005; (ii) issue false disclosures concerning Dana Corporation’s internal financial controls; (iii) issue false and misleading statements concerning Dana Corporation’s ability to maintain its over $700 million Deferred Tax Asset (“DTA”); (iv) issue false and misleading statements concerning the impact rising costs were having on Dana Corporation; and (v) announce and reaffirm Earnings Per Share (“EPS”) guidance that was not reasonably attainable.
Plaintiffs brought this action in October 2005, and following motions to dismiss brought by Defendants, ultimately succeeded in defeating Defendants’ challenge to dismissal of their claims. On June 3 and September 4, 2013, after extensive discovery, detailed briefing, and a two-day evidentiary hearing where live testimony from the parties’ expert witnesses was received, Judge Carr certified classes of stockholders and bondholders covering the class period April 21, 2004 through October 7, 2005. The parties, through Judge Phillips, engaged in protracted negotiations before accepting a mediator's recommendation to resolve this matter for $64 million.
Defendants deny each and all of the claims and contentions of wrongdoing alleged by Plaintiffs in the Litigation. Defendants contend that they did not make any materially false or misleading statements, and that they disclosed all material information required to be disclosed by the federal securities laws. Defendants also contend that any losses suffered by members of the Class were not caused by any allegedly false or misleading statements by Defendants.
The Class is defined as all persons who purchased the Publicly Traded Securities ("Publicly Traded Securities" means Dana Corporation’s common stock and the following Bonds: 6.5% Bond issued on March 16, 1998, with a maturity date of March 15, 2008 (CUSIP 235811AH9); 7.0% Bond issued on March 16, 1998, with a maturity date of March 15, 2028 (CUSIP 235811AJ5); 6.5% Bond issued on March 3, 1999, with a maturity date of March 1, 2009 (CUSIP 235811AK2); 7.0% Bond issued on March 3, 1999, with a maturity date of March 1, 2029 (CUSIP 235811AL0); 9.0% Bond issued on February 20, 2002, with a maturity date of August 25, 2011 (CUSIP 235811AU0); 10.125% Bond issued on October 16, 2002, with a maturity date of March 15, 2010 (CUSIP 235811AX4); 5.85% Bond issued on May 26, 2005, with a maturity date of January 15, 2015 (CUSIP 235811BA3); 5.85% Bond issued on December 10, 2004, with a maturity date of January 15, 2015 (CUSIP 235811AY2); and 8.375% Bond issued by Dana Credit Corp., a subsidiary of Dana Corporation, on August 22, 2000, with a maturity date of August 15, 2007 (CUSIP 23581MAB6) (collectively, the “Bonds”)) of Dana Corporation between April 21, 2004 and October 7, 2005.
The Settlement Fund, subject to deductions, will be available for distribution to Class Members. Recovery from this fund will depend on a number of variables, including the number of Publicly Traded Securities of Dana purchased or acquired between April 21, 2004 and October 7, 2005, the timing of purchases, acquisitions, and any sales, and how many other Class Members make claims.
Although the information on this website is intended to assist you, it does not replace the information contained in the Notice of Pendency and Proposed Settlement of Class Action and the Stipulation, both of which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
|Submit a Proof of Claim Form
||The only way to be eligible to receive a payment from the Settlement. Proof of Claim Forms must be postmarked or submitted online on or before October 31, 2016.
||Get no payment. This is the only option that potentially allows you to ever be part of any other lawsuit against the Defendants or any other Released Persons about the legal claims being resolved by this Settlement. Exclusions must be postmarked on or before October 3, 2016.
||Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees, costs, and expenses. You will still be a Member of the Class. Objections must be received by the Court and counsel on or before October 3, 2016.
|Go to the Hearing on November 18, 2016
||Ask to speak in Court about the fairness of the Settlement. Requests to speak must be received by the Court and counsel on or before October 3, 2016.
||Receive no payment. Give up your rights.