-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VUYuWNKyiqnd6fONxngoTelOAMS9nQy1zeY/lSa8535lbHDeA6N/gv6P9KoZD35V Zo6nD+w1dnsKKNi9IoRusg== 0000225648-96-000011.txt : 19961125 0000225648-96-000011.hdr.sgml : 19961125 ACCESSION NUMBER: 0000225648-96-000011 CONFORMED SUBMISSION TYPE: S-4 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961122 EFFECTIVENESS DATE: 19961122 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANIELSON HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-07713 FILM NUMBER: 96670987 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 5TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128880347 MAIL ADDRESS: STREET 1: 767 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-2023 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 FORMER COMPANY: FORMER CONFORMED NAME: MISSION EQUITIES CORP DATE OF NAME CHANGE: 19770921 S-4 POS 1 POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-4 As filed with the Securities and Exchange Commission November __, 1996 Registration No. 333-07713 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993 DANIELSON HOLDING CORPORATION (exact name of registrant as specified in its charter) Delaware 6719 95-6021257 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification incorporation Classification Number or organization) Code Number) Ian M. Kirschner 767 Third Avenue General Counsel New York, NY 10017-2023 Danielson Holding Corporation (212) 888-0347 767 Third Avenue (Address, including zip code, New York, NY 10017-2023 and telephone number, (212) 888-0347 including area code, (Name, address, including zip code, of registrant's principal and telephone number, including executive office) area code, of agent for service) Michael W. Stamm Anderson Kill & Olick, P.C. 1251 Avenue of the Americas New York, NY 10020-1182 (212) 278-1700 DEREGISTRATION AND TERMINATION OF MERGER AGREEMENT This Registration Statement on Form S-4 registered shares of Common Stock and Series A Cumulative Perpetual Preferred Stock, $0.10 par value per share (the "Shares") of Danielson Holding Corporation (the "Company") in connection with the proposed merger of Midland Financial Group, Inc ("Midland") with and into Mission Sub E, Inc. ("Merger Sub") a wholly owned subsidiary of the Company, pursuant to the Agreement and Plan of Merger, dated as of February 26, 1996, as amended (the "Merger Agreement") among the Company, Midland and Merger Sub, all as more fully described in the Joint Proxy Statement/Prospectus which is contained in this Registration Statement. On July 24, 1996, the Company, Midland and Merger Sub entered into a Termination Agreement pursuant to which the parties mutually agreed to terminate the Merger Agreement effective immediately. Accordingly, the Company hereby deregisters the Shares originally covered by this Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 21. Exhibits and Financial Statement Schedules (a) Exhibits Exhibit Number Descriptions
2.4 Termination Agreement dated July 24, 1996, among Danielson Holding Corporation, Midland Financial Group, Inc. and Mission Sub E, Inc. (included as Exhibit 2.1 to the Registrant's report on Form 8-K filed July 31, 1996).
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 19, 1996. DANIELSON HOLDING CORPORATION By: /s/ Martin J. Whitman -------------------------- Martin J. Whitman Chief Executive Officer Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Martin J. Whitman Chairman of the Board, November 19, 1996 - ----------------------- Chief Executive Officer Matin J. Whitman and Director (principal executive officer) /s/ Michael Carney Chief Financial Officer, November 19, 1996 - ----------------------- Treasurer and Controller Michael Carney (principal financial officer and principal accounting officer) /s/ David M. Barse President, Chief Operating November 19, 1996 - ----------------------- Officer and Director David M. Barse /s/ Joseph F.Porrino Director November 18, 1996 - ----------------------- Joseph F. Porrino /s/ Frank B. Ryan Director November 17, 1996 - ----------------------- Frank B. Ryan /s/ Eugene M. Isenberg Director November 18, 1996 - ----------------------- Eugene M. Isenberg /s/ Timothy C. Collins Director November 18, 1996 - ----------------------- Timothy C. Collins /s/ Wallace O. Sellers Director November 18, 1996 - ----------------------- Wallace O. Sellers /s/ Stanley J. Gartska Director November 19, 1996 - ----------------------- Stanley J. Garstka /s/ Anthony G. Petrello Director November 18, 1996 - ----------------------- Anthony G. Petrello
EXHIBIT 2.4 TERMINATION AGREEMENT TERMINATION AGREEMENT (this "Agreement"), dated July 24, 1996 by and among Danielson Holding Corporation, a Delaware Corporation (the "Purchaser"), Midland Financial Group, Inc., a Tennesee Corporation (the "Company"), and Mission Sub E, Inc., a Delaware Corporation (the "Merger Sub"). WITNESSETH ---------- WHEREAS, the Purchaser, the Company and the Merger Sub have entered into an Agreement and Plan of Merger dated as of February 26, 1996, as amended (the "Merger Agreement"); WHEREAS, the Purchaser, the Company and the Merger Sub desire to terminate the Merger Agreement and to take certain actions in connection therewith; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 1. Pursuant to Section 8.1 of the Merger Agreement, the Purchaser, the Company and the Merger Sub mutually agree to terminate the Merger Agreement effective immediately. 2. The Purchaser and the Merger Sub hereby forever and irrevocably release and discharge the Company, and the Company hereby forever and irrevocably releases and discharges the Purchaser and the Merger Sub, from any and all obligations, liabilities, covenants, agreements, claims and causes of action that each has or may have arising out of, in connection with, or relating in any way to the Merger Agreement and all related documents executed and delivered in connection with the transactions contemplated thereby. IN WITNESS WHEREOF, each party hereto has caused this Termination Agreement to be duly executed by its duly authorized officer on the date first set forth above. DANIELSON HOLDING CORPORATION By: /s/ Martin J. Whitman ---------------------------- Name: Martin J. Whitman Title: Chairman of the Board MISSION SUB E, INC. By: /s/ Martin J. Whitman ----------------------------- Name: Martin J. Whitman Title: President MIDLAND FINANCIAL GROUP, INC. By: /s/ Joseph W. Mc ---------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----