UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 2, 2003
DANIELSON HOLDING CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-6732 95-6021257
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2 NORTH RIVERSIDE PLAZA
SUITE 600
CHICAGO, ILLINOIS 60606
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(312) 466-4030
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER MATERIAL EVENTS AND REGULATION FD DISCLOSURES.
This Current Report on Form 8-K/A amends the Current Report on Form 8-K
previously filed by Danielson Holding Corporation (the "Company") with the
Securities and Exchange Commission on December 5, 2003 (the "Prior 8-K") in
connection with the Company's proposed acquisition of the energy and water
business of Covanta Energy Corporation ("Covanta"). This Amendment to the
Current Report on Form 8-K/A is filed solely to disclose (i) material exhibits
to the Investment and Purchase Agreement, dated as of December 2, 2003 (the
"Purchase Agreement") among the Company and Covanta and (ii) material exhibits
to the Note Purchase Agreement dated December 2, 2003 (the "Note Purchase
Agreement") among the Company, SZ Investments, L.L.C., Third Avenue Trust, on
behalf of Third Avenue Fund, and D. E. Shaw Laminar Portfolios, L.L.C. Both the
Purchase Agreement and the Note Purchase Agreement were previously filed as
exhibits to the Company's Prior 8-K.
In addition, the following events have occurred subsequent to December
5, 2004 in the Bankruptcy: (1) on December 17, 2003, the Bankruptcy Court for
the Southern District of New York approved the expense reimbursement,
termination fee and exclusivity provisions of the Purchase Agreement, and
established procedures for giving notice of and set a hearing date of January
14, 2004 for approval of the disclosure statement related to the new alternative
proposed plan of reorganization of Covanta and a new alternative plan of
liquidation for certain non-core businesses of Covanta, all in connection with
the Company's proposed acquisition of Covanta's energy and water business in
connection with Covanta's emergence from Chapter 11 proceedings in bankruptcy;
and (2) on January 14, 2004, the Bankruptcy Court approved the disclosure
statement and set a hearing date of March 3, 2004 for confirmation of the
Company's proposed plan of reorganization. Copies of such proposed disclosure
statement, proposed reorganization plan (for certain core entities) and
proposed liquidation plan (for certain non- core entities) have been made
available by Covanta at its corporate website at www.covantaenergy.com.
THIS AMENDMENT TO CURRENT REPORT ON FORM 8-K/A SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF COVANTA
ENERGY CORPORATION, DANIELSON HOLDING CORPORATION OR ANY OF THEIR AFFILIATES NOR
SHALL THERE BE ANY SALE OF SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE OR JURISDICTION, OR, IF FOR
THE ADMINISTRATIVE CONVENIENCE OF THE COURT SYSTEM, THE PROPOSED TRANSACTIONS
ARE IMPLEMENTED THROUGH A VOLUNTARY PLAN UNDER THE BANKRUPTCY CODE, A
SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN UNDER THE BANKRUPTCY CODE. ANY
SUCH OFFER OR SOLICITATION WILL BE MADE IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements made herein may constitute "forward-looking" statements as
defined in Section 27A of the Securities Act of 1933 (the "Securities Act"),
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the
Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases
made by the Securities and Exchange Commission, all as may
be amended from time to time. Such forward looking statements involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of the Company and its subsidiaries,
or industry results, to differ materially from any future results, performance
or achievements expressed or implied by such forward-looking statements.
Statements that are not historical fact are forward-looking statements. Forward
looking statements can be identified by, among other things, the use of
forward-looking language, such as the words "plan", "believe", "expect",
"anticipate", "intend", "estimate", "project", "may", "will", "would", "could",
"should", "seeks", or "scheduled to", or other similar words, or the negative of
these terms or other variations of these terms or comparable language, or by
discussion of strategy or intentions. These cautionary statements are being made
pursuant to the Securities Act, the Exchange Act and the PSLRA with the
intention of obtaining the benefits of the "safe harbor" provisions of such
laws. The Company cautions investors that any forward-looking statements made by
the Company are not guarantees or indicative of future performance. Important
assumptions and other important factors that could cause actual results to
differ materially from those forward-looking statements with respect to the
Company, include, but are not limited to, Covanta's and the Company's ability to
successfully consummate the transactions contemplated by the proposed
acquisition and financial restructuring, Covanta's ability to obtain the consent
of its creditors; and other factors, risks and uncertainties that are described
in Item 1 of the Company's Annual Report on Form 10-K for the year ended
December 27, 2002 and in other securities filings by Danielson or Covanta.
Although the Company believes that its plans, intentions and expectations
reflected in or suggested by such forward-looking statements are reasonable,
actual results could differ materially from a projection or assumption in any of
its forward-looking statements. The Company's future financial condition and
results of operations, as well as any forward-looking statements, are subject to
change and inherent risks and uncertainties. The forward-looking statements
contained in the this press release filed in the Current Report on Form 8-K
which this Form 8-K/A amends are made only as of the date thereof and neither
the Company nor Covanta has any or has undertaken any obligation to update or
revise any forward-looking statements whether as a result of new information,
subsequent events or otherwise, unless otherwise required by law.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits. The following exhibits are filed with this document:
2.1 Investment and Purchase Agreement between Danielson Holding
Corporation and Covanta Energy Corporation dated December 2,
2003 (previously filed on Form 8-K dated December 2, 2003 -
File No. 001-6732), and material exhibits thereto, which are
filed herewith.*
* All schedules to this Exhibit 2.1 filed herewith have
been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A list of the omitted schedules appears at the end of
this Exhibit 2.1. The Company will supplementally furnish a
copy of any omitted schedule to the Commission upon request.
2.2 Note Purchase Agreement between Danielson Holding Corporation
and SZ Investments, L.L.C., Third Avenue Trust, on behalf of
Third Avenue Value Fund, and D. E. Shaw Laminar Portfolios,
L.L.C. dated December 2, 2003 (previously filed on Form 8-K
dated December 2, 2003 - File No. 001-6732), and material
exhibits thereto, which are filed herewith.*
* All schedules to this Exhibit 2.2 filed herewith have
been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A list of the omitted schedules appears at the end of
this Exhibit 2.2. The Company will supplementally furnish a
copy of any omitted schedule to the Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DANIELSON HOLDING CORPORATION
(Registrant)
By: /s/ Philip G. Tinkler
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Name: Philip G. Tinkler,
Title: Chief Financial Officer
Date: January 30, 2004
DANIELSON HOLDING CORPORATION
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
2.1 Investment and Purchase Agreement between Danielson Holding
Corporation and Covanta Energy Corporation dated December 2,
2003 (previously filed on Form 8-K dated December 2, 2003 -
File No. 001-6732), and the material exhibits thereto, which
are filed herewith.*
* All schedules to this Exhibit 2.1 filed herewith have
been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A list of the omitted schedules appears at the end of
this Exhibit 2.1. The Company will supplementally furnish a
copy of any omitted schedule to the Commission upon request.
2.2 Note Purchase Agreement between Danielson Holding Corporation
and SZ Investments, L.L.C., Third Avenue Trust, on behalf of
Third Avenue Value Fund, and D. E. Shaw Laminar Portfolios,
L.L.C. dated December 2, 2003 (previously filed on Form 8-K
dated December 2, 2003 - File No. 001-6732), and the material
exhibits thereto, which are filed herewith.
* All schedules to this Exhibit 2.2 filed herewith have
been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A list of the omitted schedules appears at the end of
this Exhibit 2.2. The Company will supplementally furnish a
copy of any omitted schedule to the Commission upon request.