
<PAGE>   1


       As filed with the Securities and Exchange Commission on December 15, 1997
                                                     Registration No. 333-______

                       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, Telephone: 419-535-4500
          -------------------------------------------------------------
   (Address and telephone number of registrant's principal executive offices)

                          Martin J. Strobel, Secretary
 Dana Corporation, 4500 Dorr Street, Toledo, Ohio 43615, Telephone: 419-535-4500
 -------------------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                   Robert L. Kohl, Esq., Rosenman & Colin, LLP
      575 Madison Avenue, New York, New York 10022, Telephone: 212-940-8800

             Adam O. Emmerich, Esq., Wachtell, Lipton, Rosen & Katz
     51 West 52nd Street, New York, New York 10019, Telephone: 212-403-1000

Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.

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. [ ]

                                       1
<PAGE>   2

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. [ ]
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------
   TITLE OF EACH CLASS OF SECURITIES        PROPOSED MAXIMUM AGGREGATE          AMOUNT OF
           TO BE REGISTERED                     OFFERING PRICE (1)           REGISTRATION FEE
----------------------------------------------------------------------------------------------
<S>                                               <C>                          <C>
Common Stock,  par value $1 per share
(including related Preferred Share Purchase
Rights) and Debt Securities                       $600,000,000                  $177,000
----------------------------------------------------------------------------------------------
<FN>

(1)      The maximum aggregate offering price of the Common Stock and the Debt
         Securities registered hereunder will not exceed $600,000,000. Pursuant
         to Rule 457(o) under the Securities Act of 1933, the registration fee
         is calculated on the maximum offering price of all securities listed,
         and the table does not specify information about the amount to be
         registered, the proposed maximum offering price per unit, or the
         proposed maximum aggregate offering price for each class.
</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
will 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.

                                       2
<PAGE>   3


                  Subject to Completion Dated December 15, 1997

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

                                   PROSPECTUS

                                DANA CORPORATION

                                  COMMON STOCK
                               AND DEBT SECURITIES

                                  $600,000,000

                             -----------------------

Dana Corporation (the "Company") may offer, from time to time, shares of its
common stock, $1 par value (the "Common Stock") and/or its debt securities in
one or more series consisting of notes, debentures and/or other evidences of
indebtedness (the "Debt Securities"), at prices and on terms to be determined at
the time of offering. The aggregate initial offering price of the Common Stock
and the Debt Securities to be offered pursuant to this Prospectus (the
"Securities") will not exceed U.S. $600,000,000 or the equivalent in one or more
foreign currencies or composite currencies.

The particular terms of the Securities for which this Prospectus is being
delivered and the terms of offering for such Securities will be set forth in a
Prospectus Supplement accompanying the Securities (each, a "Prospectus
Supplement"). Without limiting the foregoing, (1) in the case of Common Stock,
the Prospectus Supplement will set forth the public offering price (or the
method of determining the public offering price) and the aggregate number of
shares offered, and (2) in the case of Debt Securities, the Prospectus
Supplement will set forth, as applicable, the specific designation, aggregate
principal amount, authorized denominations, initial offering price, maturity,
rates (or methods of determining rates) and times of payment of any interest,
any terms for exchangeability, conversion, redemption, payment of sinking fund
provisions, the trustee, any additional covenants or events of default, and
currency(ies) in which the principal, any premium and any interest will be paid.
See the "Description of Common Stock" and the "Description of Debt Securities"
below. When applicable, the Prospectus Supplement will also contain certain
information about tax consequences relating to the Securities offered and any
listing of such Securities on a securities exchange.


                                       3
<PAGE>   4

The Company may sell the Securities directly, through agents, underwriters or
dealers, as designated from time to time, or through a combination of such
methods. If agents, underwriters or dealers are involved in the sale of the
Securities, their names and any applicable commissions and discounts will be set
forth in the particular Prospectus Supplement.

Any statement contained in this Prospectus or in a document incorporated herein
by reference will be deemed to be superseded and modified by any inconsistent
statement contained in any Prospectus Supplement or subsequently filed document
incorporated herein by reference.

                              --------------------

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.

                              --------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK AND/OR THE
DEBT SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING, AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"PLAN OF DISTRIBUTION."

                              --------------------

No person has been authorized to give any information or make any representation
not contained in this Prospectus in connection with the offering of the
Securities. 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 will create any
implication that there has been no change in the affairs of the Company since
the respective dates as of which information is given herein.

This Prospectus may not be used to consummate sales of the Securities unless
accompanied by a Prospectus Supplement.

               The date of this Prospectus is December ___, 1997.



                                       4
<PAGE>   5



                              AVAILABLE INFORMATION

The Company is subject to the informational 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 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 also can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web
site that contains reports, proxy and information statements, and other
information filed electronically by the Company at (http://www.sec.gov).

The Common Stock is listed on 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. Reports, proxy statements and other information concerning the
Company can be inspected at these exchanges.

The Company has filed a registration statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") with the
Commission under the Securities Act of 1933, as amended (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. Reference should be made to the
Registration Statement for further information about the Company and the
Securities.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 The following documents have been filed by the Company with the Commission
 pursuant to the Exchange Act and are incorporated into this Prospectus by
 reference:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ending December 31, 1996;

         (2)      The Company's Quarterly Reports on Form 10-Q for the quarters
                  ending March 31, June 30, and September 30, 1997;

         (3)      All other reports filed pursuant to Section 13(a) or 15 (d) of
                  the Exchange Act since December 31, 1996;

         (4)      The description of the Common Stock contained in the Company's
                  Registration Statement on Form 8-A, dated on or about July 12,
                  1946, and all amendments thereto and reports filed for the
                  purposes of updating such description; and




                                       5
<PAGE>   6

         (5)      The description of the Preferred Share Purchase Rights
                  contained in the Company's Registration Statement on Form 8-A
                  dated May 1, 1996.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Securities will be deemed to be
incorporated by reference in this Prospectus.

Copies of documents incorporated in this Prospectus by reference but not
delivered herewith (except the exhibits to such documents, unless such exhibits
are specifically incorporated herein by reference) may be obtained from the
Company, without charge, upon written or oral request directed to Martin J.
Strobel, Secretary, Dana Corporation, P.O. Box 1000, Toledo, Ohio 43697
(telephone: 419-535-4500).

                                   THE COMPANY

Founded in 1904 and based in Toledo, Ohio, the Company (including its
consolidated subsidiaries and its affiliates) is a global leader in the
engineering, manufacture and distribution of products and systems for the
vehicular, industrial and off-highway markets. The Company's six strategic
business units are Automotive Components, Engine Components, Heavy Truck
Components, Off Highway Components, Industrial Components, and Dana Commercial
Credit. Its core products are axles, driveshafts, structural components
(frames), sealing products, filtration products, engine products, industrial
products, and leasing services. The Company operates facilities in 30 countries
and employs more than 48,000 people. Its 1996 sales were $7.7 billion. The
Company's executive offices are located at 4500 Dorr Street, Toledo, Ohio 43615,
telephone 419-535-4500.

                       RATIO OF EARNINGS TO FIXED CHARGES

The following are the consolidated ratios of earnings to fixed charges for the
Company for the periods indicated:
<TABLE>
<CAPTION>


                                            Nine Months
                                               Ended
                                           September 30                       Year Ended December 31
                                           ------------                       ----------------------
                                         1997        1996        1996       1995       1994       1993       1992
                                         ----        ----        ----       ----       ----       ----       ----
<S>                                      <C>         <C>         <C>        <C>        <C>        <C>        <C> 
Consolidated ratio of 
earnings to fixed charges                4.3x        3.9x        3.7x       4.0x       4.0x       2.5x       1.3x
</TABLE>

These ratios were computed by dividing the earnings by the fixed charges. For
this purpose, "earnings" consist of income from continuing operations before
taxes, distributed income of less than 50% owned affiliates, fixed charges
(excluding capitalized interest) and income of majority-owned subsidiaries with
fixed charges, and "fixed charges" consist of interest on indebtedness and that
portion of rental expense (one third) which the Company believes to be
representative of interest.

                                       6
<PAGE>   7

                                 USE OF PROCEEDS

The Company expects to use the net proceeds from the sale of the Securities for
general corporate purposes, such as, but not limited to, working capital,
capital expenditures, acquisitions, and the repayment or refinancing of the
Company's indebtedness. When any particular Securities are offered, the
Prospectus Supplement will set forth the Company's intended use of the net
proceeds from the sale of such Securities.

                          DESCRIPTION OF CAPITAL STOCK

The following descriptions of the Company's capital stock do not purport to be
complete and are qualified in their entirety by reference to the detailed
provisions of the Company's Restated Articles of Incorporation and By-Laws, and,
with respect to the Preferred Share Purchase Rights, the Rights Agreement (as
hereafter defined), copies of which previously have been filed by the Company
with the Commission.

COMMON STOCK

Under its Restated Articles of Incorporation, the Company is authorized to issue
240,000,000 shares of Common Stock. Currently there are approximately
105,305,000 shares of Common Stock issued and outstanding and 13,736,000 shares
reserved in the aggregate for issuance under the several employee and director
stock plans maintained by the Company. The Common Stock is listed on the New
York, Pacific and London Stock Exchanges under the symbol "DCN." The shares of
Common Stock currently outstanding are fully paid and non-assessable and any
such shares offered under a Prospectus Supplement, upon issuance against full
consideration therefor, will also be fully paid and non-assessable.

Holders of the Common Stock are entitled to receive dividends out of funds
legally available for payment thereof in such amounts per share as may be
declared by the Company's Board of Directors.

Holders of the Common Stock are entitled to one vote per share held on all
matters submitted to a vote of the shareholders. The Common Stock is the only
voting class of the Company's capital stock of which shares are currently issued
and outstanding. The shares do not carry cumulative voting rights in electing
directors, which means that, if there is a quorum present or represented at a
meeting at which directors are to be elected, the holders of more than 50% of
the shares voting will elect all of the directors and the holders of less than
50% of the shares voting will not elect any directors.

Upon any liquidation or dissolution of the Company, voluntary or involuntary,
holders of the Common Stock will receive equal shares of the assets of the
Company which are available for distribution to the holders of Common Stock
after payment of all liabilities of the Company and of any liquidation
preferences granted to holders of the Company's preferred stock.

The Common Stock is not convertible, does not have any sinking fund, preemptive
or other subscription rights, and is not subject to redemption.

                                       7
<PAGE>   8

PREFERRED STOCK

Under its Restated Articles of Incorporation, the Company is authorized to issue
up to 5,000,000 shares of Preferred Stock, none of which are currently
outstanding. The Company's Board of Directors has the authority to issue any
such Preferred Stock in one or more series; to fix the number of shares of each
series, its particular designation, its liquidation preference, and the rate of
dividends to be paid; and to determine whether dividends will be cumulative,
whether shares of the series will have voting rights and/or be redeemable, and
whether the particular series will be entitled to a sinking fund and/or to
conversion rights. If Preferred Stock is issued, the amount of funds available
for the payment of dividends on the Common Stock will be reduced by any dividend
obligation that the Board may fix for the Preferred Stock. Holders of Preferred
Stock will also have preferential treatment over holders of Common Stock in the
event of liquidation of the Company. In connection with the issuance of
Preferred Stock, the Board may grant voting rights to the holders of Preferred
Stock which may dilute the voting power of the holders of Common Stock.

JUNIOR PREFERRED STOCK AND PREFERRED SHARE PURCHASE RIGHTS

In connection with the Rights Agreement, dated April 25, 1996, between the
Company and Chemical Mellon Shareholder Services, L.L.C., Rights Agent (the
"Rights Agreement"), the Company's Board of Directors authorized the creation of
a Series A Junior Participating Preferred Stock ("Junior Preferred Stock").

The number of shares constituting the series of Junior Preferred Stock is
1,000,000. Shares of Junior Preferred Stock are issuable only upon the exercise
of Preferred Share Purchase Rights ("Purchase Rights"), in the amount of one
Purchase Right for each share of the Common Stock outstanding on July 25, 1996,
or which become outstanding (including the shares of Common Stock offered under
a Prospectus Supplement) after that date but prior to July 25, 2006, or the date
of certain earlier events. Each Purchase Right entitles its holder, subject to
the provisions of the Rights Agreement, until the earlier of July 25, 2006, or
the redemption of the Purchase Rights, to buy one 1/1000th of a share of Junior
Preferred Stock at an exercise price of $110, subject to adjustment. The
Purchase Rights are redeemable at a price of $0.01 each at any time prior to the
acquisition by any person or entity of beneficial ownership of 15% or more of
the outstanding Common Stock. If any person (or entity) announces that he (or
it) has acquired beneficial ownership of 15% or more of the Common Stock or
commences, or announces an intention to commence, an offer the consummation of
which would result in his (or its) beneficially owning 15% or more of the Common
Stock, separate certificates for the Purchase Rights will be mailed to the
holders of Common Stock and the Purchase Rights will become exercisable and
transferable apart from the Common Stock.

If the Company is acquired in a merger or similar transaction or if 50% of its
assets or earning power are transferred to another company, in either case
without the approval of the Company's Board of Directors, the holder of each
Purchase Right may purchase a number of shares of the acquiring company's common
stock having a market price equal to twice the current exercise price of the
Purchase Right. If 15% (but less than 50%) of 



                                       8
<PAGE>   9

the Common Stock is acquired by any person or entity, the Company's Board of
Directors may exchange each Purchase Right for one share of Common Stock. In
these situations, the Purchase Rights owned by any person or entity holding 15%
or more of the Common Stock become void and cannot be exercised.

The Junior Preferred Stock, if issued, will be entitled to a cumulative
preferential quarterly dividend per share equal to the greater of $10 or 100
times the dividend declared on shares of the Common Stock. The Junior Preferred
Stock is redeemable in whole at the Company's option at a cash price per share
of the greater of $100 or 100 times the Current Market Price (as defined in the
Rights Agreement) of the Common Stock. In the event of liquidation, the holders
of the Junior Preferred Stock will be entitled to receive an amount equal to
accrued and unpaid dividends plus an amount per share equal to the greater of
$100 or 100 times the payment made per share to holders of Common Stock. Each
share of Junior Preferred Stock will be entitled to 100 votes, voting together
with the holders of the Common Stock on all matters submitted to the vote of
stockholders. In the event of any merger, consolidation or other transaction in
which Common Stock is exchanged, the holder of each share of Junior Preferred
Stock will be entitled to receive 100 times the amount and type of consideration
paid per share of Common Stock. The rights of the holders of Junior Preferred
Stock as to dividends and liquidations, their voting rights, and their rights in
the event of mergers and consolidations, are protected by customary
anti-dilution provisions.

The Purchase Rights have certain anti-takeover effects. Among other things, the
Purchase Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the Company's Board of
Directors, except pursuant to an offer conditioned on a substantial number of
Purchase Rights being acquired. The Purchase Rights should not interfere with
any merger or other business combination approved by the Company's Board of
Directors prior to the time that any person or entity has acquired beneficial
ownership of 15% or more of the Common Stock.

VIRGINIA LAW

The Company is a Virginia corporation and is subject to Article 14 (the
"Affiliated Transactions Statute") and Article 14.1 (the "Control Share
Statute") of the Virginia Stock Corporation Act.

Pursuant to the Affiliated Transactions Statute, a Virginia corporation may not
engage in an affiliated transaction with a 10% shareholder and his affiliates
(collectively, the "10% Holder") for three years following the 10% acquisition
unless the transaction is approved by a majority of the disinterested directors
of the corporation and two-thirds of the shares not owned by the 10% Holder. For
purposes of this provision, an affiliated transaction is defined as one of the
following transactions that has not been approved previously by the
corporation's board of directors: a merger, a share exchange, a sale of assets
with a fair market value in excess of 5% of the corporation's consolidated net
worth, a dissolution of the corporation and certain securities transactions. The
10% Holder may effect the affiliated transaction after the three-year period
only if (1) the transaction is approved (a) by two-thirds of the shares not
owned by the 10% Holder or (b) by a majority of the disinterested directors or
(2) the aggregate consideration to be paid in such affiliated 


                                       9
<PAGE>   10

transaction meets certain fair price criteria. A corporation may opt out of this
provision by amendment to its articles of incorporation or by-laws approved by
the majority of the outstanding shares of stock not owned by the 10% Holder. The
Company has not opted out of this provision.

Pursuant to the Control Share Statute, if a person (the "Acquiring Person")
acquires shares entitled to vote on the election of directors within one of the
ranges set by the statute (20% or more and less than one-third, one-third or
more but less than a majority, or a majority), it automatically loses the right
to vote the shares that fall within such range. The Acquiring Person can demand
a meeting of shareholders to vote on whether the "disqualified" shares will have
voting rights. The voting rights of the "disqualified" shares can be restored by
the affirmative vote of a majority of "disinterested shares" at such a
shareholders meeting. For purposes of the Control Share Statute, "disinterested
shares" include all outstanding shares except those held by the Acquiring Person
and the corporation's officers and employee-directors. A corporation can opt out
of the Control Share Statute by amendment to its articles or by-laws and the
Company has done so.

                         DESCRIPTION OF DEBT SECURITIES

The following summary sets forth the material terms under which the Company
expects to offer the Debt Securities. The terms of the particular Debt
Securities offered by any Prospectus Supplement and the extent to which the
following terms apply will be set forth in the Prospectus Supplement.

GENERAL

The Debt Securities will be issued under an indenture or indentures and one or
more indenture supplements (collectively, the "Indenture") between the Company
and Citibank, N.A. (the "Trustee"). The terms of the Debt Securities will
include those stated in the Indenture and those made a part thereof by reference
to the Trust Indenture Act of 1939 (the "TIA") as in effect on the date of the
Indenture.

The Indenture will provide for the issuance of Debt Securities by the Company in
an unlimited amount from time to time in one or more series. The Indenture will
not limit the amount of debt, either secured or unsecured, which the Company may
issue under the Indenture or otherwise.

The Prospectus Supplement relating to the particular Debt Securities offered
thereby will describe the following terms of such Debt Securities: (1) the title
of the Debt Securities; (2) the price (expressed as a percentage of the
aggregate principal amount thereof) at which the Debt Securities will be issued;
(3) any limit upon the aggregate principal amount of the Debt Securities; (4)
the date(s) on which the Debt Securities will mature and any provisions for
extending such date(s); (5) the rate(s) (which may be fixed or variable) per
annum at which the Debt Securities will bear interest (if any), or the manner in
which such rate(s) will be determined; (6) the date(s) from which any such
interest will accrue and on which any such interest will be payable, and any
regular record dates for determining the holders to whom such interest will be
payable; (7) the place(s) where the principal of and any premium and interest on
the Debt Securities will 


                                       10
<PAGE>   11

be payable; (8) any obligation or right of the Company to redeem, repurchase or
repay the Debt Securities (in whole or in part) pursuant to any sinking fund or
analogous provisions or at the option of the holders or the Company, and the
price(s) at which, period(s) within which, and terms upon which the Debt
Securities will be redeemed, repurchased or repaid pursuant to such obligation;
(9) the denominations in which the Debt Securities will be issued (if other than
denominations of U.S. $1,000 and any integral multiple thereof); (10) the
currency or composite currency in which payment of the principal of and any
premium and interest on the Debt Securities will be payable (if other than
United States currency); (11) whether the Debt Securities will be issued in the
form of one or more permanent Global Securities and, if so, the identity of the
Depositary for the same; (12) the portion of the principal amount of the Debt
Securities which will be payable upon declaration of the acceleration of the
maturity thereof (if other than the principal amount); (13) any additions to or
changes in the covenants or events of default set forth below which will apply
to the Debt Securities; (14) any conversion or exchange provisions; and (15) any
other terms of the Debt Securities (which terms will be consistent with the
applicable Indenture).

Unless otherwise set forth in the Prospectus Supplement, the Debt Securities
will be issued only in fully registered form without coupons, in denominations
of U.S. $1,000 or any integral multiple thereof (or comparable integral
multiples in foreign currency). If the Debt Securities are offered or payable in
any foreign currency, the Prospectus Supplement will set forth applicable
information about the foreign currency units, restrictions, elections, tax
consequences, and any other special information about the Debt Securities.

If the Debt Securities are issued at a discount from their principal amount
("Original Issue Discount Securities"), the Prospectus Supplement will set forth
any applicable federal income tax or other special considerations.

Unless otherwise set forth in the Prospectus Supplement, the principal of and
any premium and interest on the Debt Securities will be payable, and the
exchange and transfer of the Debt Securities will be registerable, at the office
of the Trustee or at any other office or agency maintained by the Company for
such purpose, subject to the limitations of the Indenture. No service charge
will be made for any registration of transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge imposed in connection therewith.

RANKING

The Company currently intends to issue the Debt Securities as unsecured and
unsubordinated debt ranking pari passu with all other unsecured and
unsubordinated debt of the Company.

If the Company determines to issue any or all of the Debt Securities as
subordinated debt ("Subordinated Debt Securities"), the Prospectus Supplement
relating to such Subordinated Debt Securities will set forth the terms of any
indenture that may apply 


                                       11
<PAGE>   12

and the rights of the holders of the Subordinated Debt Securities (the
"Subordinated Indenture").

CONVERSION AND EXCHANGE

If the Debt Securities are convertible into or exchangeable for Common Stock or
Preferred Stock, property or cash, or any combination thereof, the Prospectus
Supplement will set forth the terms of conversion or exchange, including whether
such conversion or exchange is mandatory or at the option of the holders or of
the Company. If applicable, the Prospectus Supplement will also set forth the
factors and time for calculating the number of shares of Common Stock or
Preferred Stock to be received by the holders of the Debt Securities upon
conversion or exchange.

GLOBAL SECURITIES

The Debt Securities may be issued (in whole or part) in the form of one or more
Global Securities that will be deposited with, or on behalf of, a depositary
identified in the Prospectus Supplement (the "Depositary") and registered in the
name of the Depositary or its nominee (the "Nominee").

The specific terms of the depositary arrangement with respect to any series of
Debt Securities will be described in the Prospectus Supplement. The Company
anticipates that the following provisions will apply to all depositary
arrangements.

Upon the issuance of a Global Security, the Depositary or the Nominee will
credit the respective principal amount of the Debt Securities represented by the
Global Security on its book-entry registration and transfer system. Such
accounts will be designated by the underwriters or agents with respect to the
Debt Securities, or by the Company if it is offering and selling the Debt
Securities directly. Ownership of beneficial interests in the Global Security
will be limited to the designated participants and persons that may hold
interests through such participants. Such ownership will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary or Nominee (with respect to interests of the participants) and
records of the participants (with respect to interests of persons other than the
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in definitive form (that
is, in the form of certificates registered in their names), and such laws may
impair the ability to transfer beneficial interests in a Global Security.

So long as either the Depositary or the Nominee is the registered owner of the
Global Security, it will be considered the sole owner or holder of the Debt
Securities represented by the Global Security for all purposes under the
Indenture governing the Debt Securities. Except as provided below, owners of
beneficial interests in the Global Security will not be entitled to have the
Debt Securities registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities in definitive form, and will not be
considered the owners or holders thereof under the Indenture governing the Debt
Securities.

                                       12
<PAGE>   13

The principal of and any premium and interest on the Debt Securities registered
in the name of either the Depository or the Nominee will be paid to it as the
registered owner of the Global Security representing the Debt Securities. The
Company and the Trustee, Paying Agent(s) and Security Registrar(s) for the Debt
Securities will have no responsibility or liability for any aspect of the
records relating to or the payments made on account of beneficial ownership
interests of the Global Security (including the maintaining, supervising or
reviewing of any records relating to such interests).

The Company expects that the Depositary or the Nominee, as applicable, upon
receipt of any payment of the principal of or any premium and interest with
respect to the Debt Securities, will credit the participants' accounts
immediately with payments in amounts proportionate to their respective
beneficial interests in the principal amount of the Global Security, as shown on
the Depositary's or Nominee's records. The Company also expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices (as is now the case with securities held for the accounts of
customers registered in "street name") and will be the responsibility of such
participants.

If the Depositary is at any time unwilling or unable to continue as depositary
and a successor depositary is not appointed by the Company within 90 days, the
Company will issue the Debt Securities in definitive form in exchange for the
Global Security representing the Debt Securities. Further, if the Company so
specifies with respect to the Debt Securities, an owner of a beneficial interest
in the Global Security representing the Debt Securities may, on terms acceptable
to the Company and the Depositary or Nominee, receive the Debt Securities in
definitive form. In such case, the owner of the beneficial interest in the
Global Security will be entitled to physical delivery in definitive form of Debt
Securities equal in principal amount to its beneficial interest and to have such
Debt Securities registered in its name. Such Debt Securities will be issued in
denominations of U.S. $1,000 and integral multiples thereof, unless otherwise
specified by the Company.

COVENANTS

Certain Definitions

The following terms are defined substantially as in Section 1.01 of the
Indenture.

"Consolidated Net Tangible Assets" means the total assets (less applicable
reserves and other properly deductible items) on the balance sheet of the
Company and its consolidated Subsidiaries for the most recent fiscal quarter,
less (1) all current liabilities and (2) goodwill, trade names, patents,
organization expenses and other like intangibles of the Company and its
Subsidiaries.

"Funded Debt" means indebtedness for borrowed money owed or guaranteed by the
Company or any Restricted Subsidiary, and any other indebtedness which under
generally accepted accounting principles would appear as debt on the
consolidated balance sheet of the Company, maturing by its terms more than 12
months from the date of the 


                                       13
<PAGE>   14

determination thereof, including any indebtedness renewable or extendible at the
option of the obligor to a date more than 12 months from the date of
determination thereof.

"Material Adverse Effect" means a material adverse effect on the business,
assets, financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole.

"Principal Property" means any real property (including buildings and other
improvements) of the Company or any Restricted Subsidiary, owned currently or
hereafter acquired (other than any pollution control facility, cogeneration
facility or small power production facility), which has a book value in excess
of 2% of Consolidated Net Tangible Assets.

"Restricted Subsidiary" means any Subsidiary of the Company other than an
"Unrestricted Subsidiary." An "Unrestricted Subsidiary" means any Subsidiary
designated as such from time to time by the Board of Directors of the Company.
As of the date of this Prospectus, there are no Unrestricted Subsidiaries.

"Sale and Leaseback Transaction" means any arrangement with any person or entity
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property whereby such Principal Property has been or is to be sold or
transferred by the Company or the Restricted Subsidiary to such person or
entity, excluding any such arrangement involving a lease for a term (including
renewal rights) of not more than 36 months.

"Secured Debt" means indebtedness (other than indebtedness among the Company and
Restricted Subsidiaries) for money borrowed, or other indebtedness on which
interest is paid or payable, which is secured by (1) a lien on any Principal
Property of the Company or a Restricted Subsidiary or on the stock or
indebtedness of a Restricted Subsidiary, or (2) any guarantee of indebtedness of
the Company by a Restricted Subsidiary.

"Subsidiary" means any corporation, partnership or other business entity of
which the Company, or the Company and one or more of its Subsidiaries, or one or
more of the Subsidiaries, directly or indirectly owns more than 50% of the
voting stock.

Limitations on Liens

The Company covenants not to incur or guarantee any Secured Debt without equally
and ratably securing the Debt Securities, and not to permit its Restricted
Subsidiaries to do so.

This covenant is not applicable to (1) Secured Debt existing at the date of the
Indenture; (2) liens on real or personal property acquired, constructed or
improved by the Company or a Restricted Subsidiary after the date of the
Indenture which are created contemporaneously with, or within 12 months after,
the acquisition, construction or improvement to secure all or any part of the
purchase price of such property or the cost of such construction or
improvement; (3) mortgages on property of the Company or a Restricted
Subsidiary created within 12 months of the completion of construction or
improvement of any new 



                                       14
<PAGE>   15

plant(s) on such property to secure the cost of such construction or
improvement; (4) liens on property existing at the time the property was
acquired by the Company or any Restricted Subsidiary; (5) liens on the
outstanding shares or indebtedness of a corporation existing at the time such
corporation becomes a Subsidiary; (6) liens on stock (except stock of
Subsidiaries) acquired after the date of the Indenture if the aggregate cost
thereof does not exceed 15% of the Consolidated Net Tangible Assets; (7) liens
securing indebtedness of a successor corporation to the Company to extent
permitted by the Indenture; (8) liens securing indebtedness of a Restricted
Subsidiary at the time it became such; (9) liens securing indebtedness of any
entity outstanding at the time it merged with, or substantially all of its
properties were acquired by, the Company or any Restricted Subsidiary; (10)
liens created, incurred or assumed in connection with an industrial revenue
bond, pollution control bond or similar financing arrangement between the
Company or any Restricted Subsidiary and any federal, state or municipal
government or other governmental body or quasi-governmental agency; (11) liens
in connection with government or other contracts to secure progress or advance
payments; (12) liens in connection with taxes or legal proceedings to the extent
such taxes or legal proceedings are being contested or appealed in good faith or
are incurred for the purpose of obtaining a stay or discharge in the course of
such proceedings; (13) liens consisting of mechanics' or materialmen's or
similar liens incurred in the ordinary course of business and easements, rights
of way, zoning restrictions, restrictions on the use of real property and
defects and irregularities in title thereto; (14) liens made in connection with
or to secure payment of workers' compensation, unemployment insurance, or
social security obligations; (15) liens in connection with the Sale and
Leaseback Transactions which are not subject to the limitations described below
under "Limitations on Sale and Leaseback"; (16) mortgages to secure debt of a
Restricted Subsidiary to the Company or to another Restricted Subsidiary; and
(17) extensions, renewals or replacements of the foregoing permitted liens to
the extent of the original amounts thereof.

In addition, the Company and its Restricted Subsidiaries may have Secured Debt
which would not otherwise be permitted or excepted without equally and ratably
securing the Debt Securities, if the sum of such Secured Debt plus the aggregate
value of Sale and Leaseback Transactions subject to the limitations described
below does not exceed 15% of Consolidated Net Tangible Assets.

Limitations on Sale and Leaseback

The Company covenants not to engage in any Sale and Leaseback Transactions
involving any Principal Property, or to permit any of its Restricted
Subsidiaries which has been in operation for more than 180 days to do so, unless
(1) the Company or such Restricted Subsidiary would be entitled to incur Secured
Debt on such Principal Property equal to the amount realizable upon such sale or
transfer as if such amount were secured by a mortgage, without equally and
ratably securing the Debt Securities; or (2) an amount equal to the greater of
the net proceeds of the sale or the fair value of such Principal Property is
applied within 180 days either to (a) the retirement of indebtedness of the
Company that was Funded Debt at the time it was created or (b) the purchase of
other Principal Property having a value at least equal to the greater of such
amounts; or (iii) the Sale and Leaseback Transaction involved an industrial
revenue bond, pollution control bond or other similar financing arrangement
between 



                                       15
<PAGE>   16

the Company or any Restricted Subsidiary and any federal, state or municipal
government or other governmental body or agency.

Payment of Taxes

The Company covenants to pay, before they become delinquent, (1) all taxes and
other government charges levied on the Company or any Subsidiary or on the
income, profits or property of the Company or any Subsidiary, and (2) all lawful
claims for labor, material and supplies which might become a lien and have a
Material Adverse Effect. However, the Company will not be required to pay taxes,
assessments or charges if the amount, applicability or validity of the same is
being contested in good faith by appropriate proceedings.

Existence

The Company covenants to do all things necessary to keep its existence, rights
and franchises in full force and effect, and to cause its Subsidiaries to do the
same. However, neither the Company nor any Subsidiary will be required to
preserve any right or franchise (or, in the case of a Subsidiary, its existence)
if the Company determines that the same is no longer desirable in the conduct of
the Company's business and that the loss or termination of the same will not
result in a Material Adverse Effect.

Compliance with Laws

The Company covenants that it will comply with all applicable federal, state,
local and foreign laws, rules, regulations and ordinances, and will cause its
Subsidiaries to do the same, in each case to the extent that the failure to so
comply would have a Material Adverse Effect.

EVENTS OF DEFAULT

Unless otherwise set forth in the Prospectus Supplement, the following will be
"Events of Default" under the Indenture with respect to the series of Debt
Securities issued thereunder: (1) a default for 30 days in the payment of any
interest on the Debt Securities when due; (2) the failure to pay the principal
of or any premium on the Debt Securities when due; (3) the failure to deposit
any mandatory sinking fund installment with respect to the Debt Securities when
due; (4) the failure to observe or perform any other covenant in the Indenture
applicable to the Debt Securities (other than a covenant included in the
Indenture for the benefit of another series of Debt Securities) continuing
beyond any applicable grace period; (5) certain events of bankruptcy, insolvency
or reorganization; and (6) any other event of default specified in the
Prospectus Supplement.

The Indenture will provide that, upon the occurrence of an Event of Default
(after expiration of any applicable grace period), the Trustee or the holders of
25% of the aggregate principal amount of the outstanding Debt Securities of any
series may declare the principal amount of and any accrued but unpaid interest
on such Debt Securities immediately due and payable. After any such acceleration
with respect to the 


                                       16
<PAGE>   17

Debt Securities, the holders of a majority of the aggregate principal amount of
the outstanding Debt Securities may rescind and annul such declaration before a
judgment or decree for payment of money has been obtained.

The Indenture will provide that within 90 days after the occurrence of an Event
of Default with respect to any series of Debt Securities, the Trustee will give
notice to the holders thereof of all uncured and unwaived defaults known to it
(including events which, after notice or lapse of time or both will become
Events of Default); provided that, except in the case of default in the payment
of the principal of, any premium or interest on, or any mandatory sinking fund
installment on, such Debt Securities, the Trustee will be protected in
withholding such notice if it determines in good faith that withholding the
notice is in the best interest of such holders.

The Indenture will provide that the holders of a majority of the aggregate
principal amount of any series of Debt Securities outstanding will have the
right to direct the time, method and place for conducting any proceeding for any
remedy available to the Trustee, or exercising any power or trust conferred on
the Trustee, provided that such direction is in accordance with law and the
provisions of the Indenture.

If an Event of Default occurs and is continuing, the Trustee will exercise its
rights and powers under the Indenture and use the same degree of skill and care
in such exercise as a prudent person would use under the circumstances in the
conduct of his own affairs. Subject thereto, the Trustee will not be obligated
to exercise its rights or powers under the Indenture at the request of the
holders of the Debt Securities unless they have offered the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which it may
incur in compliance with such request.

Unless otherwise provided in the Indenture, the holders of a majority of the
aggregate principal amount of the outstanding Debt Securities, on behalf of all
holders of such Debt Securities, may waive (1) any past default under the
Indenture (except a default in the payment of the principal of or any premium or
interest on the Debt Securities) or (2) compliance by the Company with certain
restrictive provisions of the Indenture.

Under the Indenture, the Company will be required to furnish annually to the
Trustee a statement about the Company's performance of certain of its
obligations under the Indenture and any default in such performance.

MERGER

The Indenture will provide that the Company may consolidate with, or sell, lease
or convey all or substantially all of its assets to, or merge into any other
corporation, without the consent of the holders of the Debt Securities, provided
that (1) the successor corporation is organized and existing under the laws of
the United States or a State thereof and expressly assumes the due and punctual
payment of the principal of and any premium and interest on the Debt Securities
according to their terms and the due and punctual performance and observance of
the covenants and conditions of the Indenture to be performed by the Company,
and (2) after giving effect to the transaction, no Event of Default will have
occurred and be continuing. Except as set forth herein or 


                                       17
<PAGE>   18
 
in any Prospectus Supplement, the Indenture will not contain any covenants or
other provisions designed to afford the holders of the Debt Securities
protection in the event of a takeover, recapitalization or highly leveraged
transaction involving the Company.

MODIFICATION OF THE INDENTURE

The Company and the Trustee may amend or modify the Indenture from time to time
for administrative convenience or necessity, provided that the changes do not
materially adversely affect the rights of the holders of the Debt Securities.

Moreover, with the consent of the holders of a majority in aggregate principal
amount of the outstanding Debt Securities, the Company and the Trustee may amend
or modify the Indenture so as to affect the rights of the holders of the Debt
Securities, except that, without the consent of the holder of each Debt Security
affected thereby, no amendment or modification may (1) extend the time of
maturity of the principal of or any installment of interest on the Debt
Securities; (2) reduce the principal of or any premium or rate of interest on
the Debt Securities; or (3) reduce the percentage in principal amount of
outstanding Debt Securities the consent of whose holders is required to waive
compliance with certain provisions of the Indenture or to waive certain events
of default and their consequences.

DISCHARGE AND DEFEASANCE

The Company may satisfy and discharge its obligations under the Indenture (other
than its obligation to pay the principal of and any premium and interest on the
Debt Securities and certain other specified obligations) if it (1) irrevocably
deposits with the Trustee, as trust funds, the amount (in money or U.S.
government obligations maturing as to principal and interest) sufficient to pay
the principal of and any premium and interest on the Debt Securities and any
mandatory sinking fund obligations with respect thereto on the stated maturity
date of such payments or on any redemption date, and (2) complies with any
additional conditions specified to be applicable with respect to the defeasance
of such Debt Securities.

The terms of any series of Debt Securities may also provide for legal defeasance
pursuant to the Indenture. In such case, if the Company (1) irrevocably deposits
money or U.S. government obligations as described above, (2) makes a request to
the Trustee to be discharged from its obligations on such Debt Securities, and
(3) complies with any additional conditions specified to be applicable with
respect to the legal defeasance of such Debt Securities, then the Company will
be deemed to have paid and discharged the entire indebtedness on all such
outstanding Debt Securities under the Indenture and the obligation of the
Company to pay the principal of and any premium and interest on such Debt
Securities shall cease, terminate and be completely discharged and the holders
of the Debt Securities will be entitled only to payment out of the money or U.S.
government obligations deposited with the Trustee, unless the Company's
obligations are revived and reinstated because the Trustee is unable to apply
such trust fund due to any legal proceeding, order or judgment.

                                       18
<PAGE>   19

                              PLAN OF DISTRIBUTION

The Company may offer the Securities directly to purchasers, to or through
underwriters, through dealers or agents, or through a combination of such
methods.

If underwriters are used in an offering of the Securities, the Company will
execute an underwriting agreement with such underwriters and will set out the
name of each underwriter and the terms of the transaction (including any
underwriting discounts and other terms constituting compensation of the
underwriters and any dealers) in the Prospectus Supplement. If an underwriting
syndicate is used, the managing underwriter(s) will be set forth on the cover of
the Prospectus Supplement. Such Securities will be acquired by the underwriters
for their own accounts and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.

If dealers are used in an offering of Securities, the Company will sell such
Securities to the dealers as principals. The dealers then may resell such
Securities to the public at varying prices which they determine at the time of
resale. The names of the dealers and the terms of the transaction will be set
forth in the Prospectus Supplement.

If agents are used in an offering of Securities, the names of the agents and the
terms of the agency will be set forth in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, the agents will act on a
best-efforts basis for the period of their appointment.

Dealers and agents named in a Prospectus Supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the Securities
described therein. Underwriters, dealers and agents, may be entitled to
indemnification by the Company against certain liabilities (including
liabilities under the Securities Act) under underwriting or other agreements
entered into with the Company.

The Company may solicit offers to purchase the Securities from, and sell the
Securities directly to, institutional investors or others who may be deemed to
be underwriters within the meaning of the Securities Act with respect to any
resales thereof. The terms of any such offer will be set forth in the Prospectus
Supplement.

Certain underwriters, dealers or agents and their associates may engage in
transactions with, and perform services for, the Company in the ordinary course
of business, including refinancing of the Company's indebtedness.

If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase the Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all 


                                       19
<PAGE>   20

cases such institutions must be approved by the Company. The obligations of any
purchaser under any such contract will be subject to the condition that the
purchase of the Securities will not, at the time of delivery, be prohibited
under the laws of any jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility for the
validity or performance of such contracts.

To facilitate an offering of a series of Securities, certain persons
participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the Securities. This may include
over-allotments or short sales of the Securities, which involves the sale by
persons participating in the offering of more Securities than have been sold to
them by the Company. In such circumstances, such persons would cover such
over-allotments or short positions by purchasing in the open market or by
exercising their over-allotment options. In addition, such persons may stabilize
or maintain the price of the Securities by bidding for or purchasing Securities
in the open market or by imposing penalty bids, whereby selling concessions
allowed to dealers participating in any such offering may be reclaimed if
Securities sold by them are repurchased in connection with stabilization
transactions. The effect of these transactions may be to stabilize or maintain
the market price of the Securities at a level above that which might otherwise
prevail in the open market. Such transactions, if commenced, may be discontinued
at any time.

                                  LEGAL MATTERS

Certain legal matters with respect to the Securities offered hereby will be
passed upon for the Company by Rosenman & Colin, LLP of New York, New York and
Hunton & Williams of Richmond, Virginia. Robert L. Kohl, a member of Rosenman &
Colin, LLP, owns 1,041 shares of the Company's Common Stock.

Certain legal matters will also be passed upon by Wachtell, Lipton, Rosen & Katz
of New York, counsel for the underwriters, and by such other counsel for the
underwriters or agents as are identified in any Prospectus Supplement. Wachtell,
Lipton, Rosen & Katz performs legal services for the Company from time to time.

                                     EXPERTS

The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1996, have
been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.




                                       20


<PAGE>   21


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses will be paid by the Company:

           Securities and Exchange Commission Registration Fee        $177,000
           Accounting Fees and Expenses                                 60,000
           Legal Fees and Expenses                                     150,000
           Trustees' Fees and Expenses                                  60,000
           Rating Agency Fees                                          230,000
           Blue Sky Fees and Expenses                                   10,000
           Printing and Engraving Expenses                             105,000
           Miscellaneous Expenses                                      120,000
                                                                       -------
                    Total                                             $912,000

All expenses other than the Commission registration fee are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under the Virginia Stock Corporation Act, in certain circumstances the Company
is authorized to indemnify its directors and officers against liabilities
(including reasonable defense expenses) they may incur in proceedings in which
they are named as parties because of their positions as directors and officers
of the Company.

Pursuant to this authorization, the shareholders have adopted the SIXTH Article
of the Company's Restated Articles of Incorporation. This Article provides that
in any proceeding brought by a shareholder in the right of the Company or on
behalf of the shareholders, no director or officer of the Company shall be
liable for monetary damages exceeding $50,000 with respect to any transaction,
occurrence or course of conduct unless such person engaged in willful misconduct
or a knowing violation of criminal law or of any federal or state securities
law. The Article further provides that the Company shall indemnify any director
or officer who is a party to any proceeding (including a proceeding brought by a
shareholder in behalf of the Company or the Company's shareholders) by reason of
the fact that he or she is or was a director or officer of the Company against
any liability incurred in connection with such proceeding, unless he or she
engaged in willful misconduct or a knowing violation of criminal law. In
addition, the Company will pay or reimburse all reasonable expenses (including
attorneys' fees) incurred by the director or officer in connection with such
proceeding in advance of the disposition of the proceeding if certain conditions
are met. In general, all indemnification will be made in accordance with Section
13.1-701 of the Virginia Stock Corporation Act.

As authorized in the Restated Articles of Incorporation, the Board of Directors
has adopted a By-Law provision under which the Company will indemnify its
directors and 



                                      II-1

                                       
<PAGE>   22


officers in comparable manner against liabilities they may incur when serving at
the Company's request as directors, officers, employees or agents of other
corporations or certain other enterprises.

The Company carries primary and excess "Executive Liability and Indemnification"
insurance covering certain liabilities incurred by the directors, elected
officers, and certain appointed officers of the Company in the performance of
their duties. Coverage is either on a direct basis or through reimbursement of
amounts expended by the Company for indemnification of these individuals.
Subject to certain deductibles, the insurers will pay or reimburse all covered
costs incurred up to an annual aggregate of $50 million. Coverage is excluded
for purchases or sales of securities in violation of Section 16(b) of the
Exchange Act, deliberately fraudulent or willful violations of any statute or
regulation, illegal personal gain, and certain other acts.

ITEM 16.  EXHIBITS.

The following exhibits are filed with this Registration Statement:

1-A*       Form of Underwriting Agreement (Common Stock)

1-B*       Form of Underwriting Agreement (Debt Securities)

3-A        Restated Articles of Incorporation (incorporated by reference to
           Exhibit 4 to Registrant's Form 8-A/A, Amendment No. 3, dated October
           4, 1994)

3-B        Restated By-Laws (incorporated by reference to Exhibit 3-B to
           Registrant's Form 10-K for the fiscal year ended December 31, 1996)

4-A        Single Denomination Stock Certificate (incorporated by reference to
           Exhibit 4-B to Registrant's Form S-3, Registration No. 333-18403,
           filed December 20, 1996)

4-B        Indenture for Senior Securities between Dana Corporation and
           Citibank, N.A., Trustee, dated as of December 15, 1997

4-C        Form of Debt Securities (included in Exhibit 4-B)

5*         Opinion of Hunton & Williams

12         Computation of Ratio of Earnings to Fixed Charges

23-A       Consent of Price Waterhouse LLP

23-B*      Consent of Hunton & Williams (included in Exhibit 5)

                                      II-2

                                       
<PAGE>   23


24         Power of Attorney

25         Form T-1 Statement of Eligibility Under the Trust Indenture Act of
           1939 of a Corporation Designated to Act as Trustee

*To be filed by amendment or as an exhibit to a document to be incorporated by
reference herein.

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:

                  (i)      to include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     to reflect in the prospectus any facts or events
                           arising after the effective date of this Registration
                           Statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in this Registration Statement;
                           provided that, notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than 20% change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement; and

                  (iii)    to include any material information with respect to
                           the plan of distribution not previously disclosed in
                           this Registration Statement or any material change to
                           such information in this Registration Statement;

                  provided, however, that paragraphs (1)(i) and (1)(ii) above do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Registrant pursuant to Section
                  13 or Section 15(d) of the Securities Exchange Act of 1934
                  that are incorporated by reference in this Registration
                  Statement.

         (2)      That, for the purposes of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  will be deemed to be a new registration statement relating to
                  the securities offered therein, and the 



                                      II-3
<PAGE>   24

                  offering of such securities at that time will be deemed to be
                  the initial bona fide offering thereof.

         (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 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement will be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will 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.

The undersigned Registrant hereby undertakes that:

         (1)      For purposes of determining any liability under the Securities
                  Act of 1933, the information omitted from the form of
                  prospectus filed as part of this Registration Statement in
                  reliance upon Rule 430A and contained in a form of prospectus
                  filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
                  497(h) under the Securities Act shall be deemed to be part of
                  this Registration Statement as of the time it was declared
                  effective.

         (2)      For the purpose of determining any liability under the
                  Securities Act of 1933, each post-effective amendment that
                  contains a form of prospectus 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.

The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.



                                      II-4
<PAGE>   25


                                   SIGNATURES

THE REGISTRANT. 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 December 15, 1997.

                          DANA CORPORATION (Registrant)

                          By:  /s/ Martin J. Strobel
                             -------------------------------
                                Martin J. Strobel
                                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
date indicated.
<TABLE>
<CAPTION>

 SIGNATURE                              TITLE                          DATE
 ---------                              -----                          ----

PRINCIPAL EXECUTIVE OFFICER:
<S>                                     <C>                            <C>
/s/ S. J. Morcott                       Chairman of the Board          December 15, 1997
------------------------------------    and Chief Executive Officer
S. J. Morcott                               


PRINCIPAL FINANCIAL OFFICER:

 /s/ J. S. Simpson                      Chief Financial Officer        December 15, 1997
---------------------------------
J. S. Simpson


PRINCIPAL ACCOUNTING OFFICER:

 /s/ C. W. Hinde                        Chief Accounting Officer       December 15, 1997
---------------------------------
C. W. Hinde
</TABLE>




                                      II-5
<PAGE>   26


SIGNATURE                               TITLE                DATE
---------                               -----                ----

DIRECTORS:

* /s/ B. F. Bailar                      Director             December 15, 1997
 ------------------------------
   B. F. Bailar

* /s/ E. M. Carpenter                   Director             December 15, 1997
 ------------------------------
   E. M. Carpenter

* /s/ E. Clark                          Director             December 15, 1997
 ------------------------------
   E. Clark

* /s/ G. H. Hiner                       Director             December 15, 1997
 ------------------------------
   G. H. Hiner

  /s/ J. M. Magliochetti                Director             December 15, 1997
 ------------------------------
   J. M. Magliochetti

* /s/ M. R. Marks                       Director             December 15, 1997
 ------------------------------
   M. R. Marks

* /s/ R. B. Priory                      Director             December 15, 1997
 ------------------------------
   R. B. Priory

* /s/ J. D. Stevenson                   Director             December 15, 1997
 ------------------------------
   J. D. Stevenson

* /s/ T. B. Sumner, Jr.                 Director             December 15, 1997
 ------------------------------
   T. B. Sumner, Jr.


* By:   /s/ Martin J. Strobel
 ------------------------------
        Martin J. Strobel
        Attorney-in-Fact




                                      II-6
<PAGE>   27
<TABLE>
<CAPTION>


                                  EXHIBIT INDEX

   EXHIBIT NO.                         DESCRIPTION                                          PAGE
   -----------                         -----------                                          ----
       <S>           <C>                                                                    <C>
       1-A*          Form of Underwriting Agreement (Common Stock)

       1-B*          Form of Underwriting Agreement (Debt Securities)

        3-A          Restated Articles of Incorporation (incorporated by reference to
                     Exhibit 4 to Registrant's Form 8-A/A, Amendment No. 3, dated
                     October 4, 1994)

        3-B          Restated By-Laws (incorporated by reference to Exhibit 3-B
                     to Registrant's Form 10-K for the fiscal year ended
                     December 31, 1996)

        4-A          Single Denomination Stock Certificate (incorporated by
                     reference to Exhibit 4-B to Registrant's Form S-3,
                     Registration No. 333-18403, filed December 20, 1996)

        4-B          Indenture for Senior Securities between Dana Corporation               II-8
                     and Citibank, N.A., Trustee, dated as of December 15,
                     1997

        4-C          Form of Debt Securities (included in Exhibit 4-B)

        5*           Opinion of Hunton & Williams

        12           Computation of Ratio of Earnings to Fixed Charges                      II-85

       23-A          Consent of Price Waterhouse LLP                                        II-86

       23-B*         Consent of Hunton & Williams (included in Exhibit 5)

        24           Power of Attorney                                                      II-87

        25           Form T-1 Statement of Eligibility Under the Trust Indenture            II-88
                     Act of 1939 of a Corporation Designated to Act as Trustee
<FN>

* To be filed by amendment or as an exhibit to a document to be incorporated by 
reference herein.
</TABLE>



                                      II-7

