Dana Corporation Amends Terms of Its Debt Tender Offer

Dana Corporation Amends Terms of Its Debt Tender Offer 


TOLEDO, Ohio, Nov. 30  /PRNewswire-FirstCall/ -- Dana Corporation (NYSE:DCN)
("Dana") today amended its pending tender offer for up to an aggregate
consideration of $635 million (or its equivalent) of its $250 million of
10-1/8% Notes due 2010 (the "10-1/8% Notes"), euro 200 million of 9% EUR Notes
due 2011 (the "9% EUR Notes") and $575 million of 9% USD Notes due 2011 (the
"9% USD Notes") (collectively, the "Notes").

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As part of the amendment, Dana extended the early tender date and amended the
pricing with respect to the offer for the 9% EUR Notes.  Accordingly, holders
who tender their 9% EUR Notes at or prior to 5:00 p.m., New York City time, on
December 3, 2004 (the "New Early Tender Date") will receive total
consideration, including the early tender payment, based on a fixed spread of
110 basis points over the 5% DBR due July 4, 2011, subject to the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated November 15, 2004 (as amended by the Supplement dated November
30, 2004, the "Amended Offer to Purchase").  Holders who tender their 9% EUR
Notes after the New Early Tender Date and at or prior to 5:00 p.m., New York
City time, on December 22, 2004 (the "Expiration Date") will receive such total
consideration, less the early tender payment of euro 50.00 per euro 1,000
principal amount of 9% EUR Notes, subject to the terms and conditions set forth
in the Amended Offer to Purchase.

The early tender date with respect to the offers for the 9% USD Notes and the
10-1/8% Notes has not been extended.  Accordingly, holders who tender their 9%
USD Notes and 10-1/8% Notes after 5:00 p.m., New York City time, on November
29, 2004, and at or prior to the Expiration Date will receive the applicable
total consideration for such series, less the early tender payment of $50.00
per $1,000 principal amount of 10-1/8% Notes and 9% USD Notes, subject to the
terms and conditions set forth in the Amended Offer to Purchase.

In addition, Dana increased the overall size of the offer, which is currently
limited to aggregate consideration of $635 million (or its equivalent), to a
new limit of $1.15 billion (or its equivalent), plus an amount sufficient to
cover tenders (if any) after the applicable early tender date for each series.
Accordingly, all Notes properly tendered in the offer will be purchased
(subject to the satisfaction of the conditions set forth in the Amended Offer
to Purchase) and there will not be any proration.

As of 5:00 p.m., New York City time, on November 29, 2004, a total of
approximately $672 million (or its equivalent) in aggregate principal amount of
Notes had been tendered, including a majority in principal amount of each of
the 10-1/8% Notes and 9% USD Notes (which constitutes the requisite consents
sufficient to effect the proposed amendments to the respective indentures as
applied to such series). Holders who have previously tendered Notes do not need
to re-tender their Notes or take any other action in response to this
amendment.

The settlement date for all Notes tendered prior to the applicable early tender
date for each series is expected to occur on or about December 10, 2004.  The
settlement date for any Notes tendered after the applicable early tender date
will be promptly after the Expiration Date.  The source of funds for the offer
will include proceeds of the sale of Dana's automotive aftermarket businesses
and the proceeds from additional indebtedness incurred by Dana. The tender
offer has been amended to add a condition that Dana consummates a financing
transaction of at least $450 million to fund the offer.

Except for the modifications described above, all other terms and conditions of
the Amended Offer to Purchase remain unchanged.  Withdrawal rights with respect
to tendered Notes have expired.  Accordingly, holders may no longer withdraw
any Notes, except in the limited circumstances described in the Amended Offer
to Purchase.

Dana has retained Banc of America Securities, Deutsche Bank Securities and J.P.
Morgan Securities to act as the joint-lead dealer managers in connection with
the tender offer and solicitation agents in connection with the consent
solicitation.  Banc of America Securities (the coordinator for the offer and
consent solicitation) can be contacted at ([phone] (U.S. toll free),
([phone] (collect), or ([phone].  Deutsche Bank Securities
can be contacted at ([phone] (U.S. toll free), ([phone]
(collect), or ([phone].  J.P. Morgan Securities can be contacted at
([phone] (U.S. toll free), ([phone] (collect) or (+44)
20-7742-7506.  Holders can request documentation from D.F. King & Co., Inc. and
D.F. King (Europe) Limited, the information agents for the offer, at (+1)
800-859-8509 (U.S. toll free), ([phone] (collect), and (+44)
20-7920-9720.

Dana is making the tender offer pursuant to the Amended Offer to Purchase. The
Amended Offer to Purchase sets forth comprehensive descriptions of the terms of
the tender offer, including the conditions to the offer, the solicitation
provisions, and the effect of amending the indentures underlying the Notes. 
Dana urges its debt holders to read the Amended Offer to Purchase in its
entirety before making a decision with regard to the offer.  The tender offer
is not being made directly or indirectly (and is not available to any resident
or person located) in Italy.

This press release is neither an offer to purchase, nor a solicitation for
acceptance of the offer. Dana is making the offer only by, and pursuant to the
terms of, the Amended Offer to Purchase.  Dana's obligation to accept for
purchase, and to pay for, Notes validly tendered is conditioned upon the
satisfaction or waiver of the conditions in the Amended Offer to Purchase.

About Dana Corporation

Dana Corporation is a global leader in the design, engineering, and manufacture
of value-added products and systems for automotive, commercial, and off-highway
vehicles. Delivering on a century of innovation, Dana's continuing operations
employ approximately 45,000 people worldwide dedicated to advancing the science
of mobility. Founded in 1904 and based in Toledo, Ohio, Dana operates
technology, manufacturing, and customer-service facilities in 30 countries.
Sales from continuing operations totaled $7.9 billion in 2003.  Dana's Internet
address is: http://www.dana.com/ .

Forward-Looking Statements

Forward-looking statements in this release are indicated by words such as
"anticipates," "expects," "believes," "intends," "plans," "estimates,"
"projects" and similar expressions.  These statements represent Dana's
expectations based on current information and assumptions.  Forward-looking
statements are inherently subject to risks and uncertainties. Dana's actual
results could differ materially from those, which are anticipated or projected
due to a number of factors.  These factors include national and international
economic conditions; adverse effects from terrorism or hostilities; the
strength of other currencies relative to the U.S. dollar; increases in
commodity costs, including steel, that cannot be recouped in product pricing;
the ability of Dana's customers and suppliers to achieve their projected sales
and production levels; competitive pressures on Dana's sales and pricing; the
continued success of Dana's cost reduction and cash management programs and of
long-term transformation strategy for Dana; and other factors set out in Dana's
filings with the Securities and Exchange Commission. 

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DATASOURCE: Dana Corporation



CONTACT:  Investors, Michelle L. Hards of Dana Corporation,

[phone], or  



Web site:  http://www.dana.com/ 



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