-----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, JNeesJCT9wNTXYWm6Sgh73u9eR7mrksQkI0Xs940DBfDqkrjXgcesiByiFVBhtli 4T0J7PdpynI/jmcorbYc+Q== 0000899140-05-000621.txt : 20050628 0000899140-05-000621.hdr.sgml : 20050628 20050628161518 ACCESSION NUMBER: 0000899140-05-000621 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050620 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DANIELSON HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 973-882-9000 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: D E SHAW & CO LLC CENTRAL INDEX KEY: 0001277502 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 05921019 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: TOWER 45 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAW D E & CO L P /NY/ CENTRAL INDEX KEY: 0001009268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 05921020 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 120 W 45TH ST STREET 2: 39TH FL CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 05921021 MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAW DAVID E CENTRAL INDEX KEY: 0001023870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 05921022 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2078560498 MAIL ADDRESS: STREET 1: ONE IDEXX DRIVE CITY: WESTBROOK STATE: ME ZIP: 04092 4/A 1 deslaminar_dhc4a-062805ex.xml X0202 4/A 2005-06-20 2005-06-24 0 0000225648 DANIELSON HOLDING CORP DHC 0001263972 DE SHAW LAMINAR PORTFOLIOS LLC 120 W 45TH STREET TOWER 45, 39TH FLOOR NEW YORK NY 10036 0 0 1 1 See footnote (1) 0001009268 SHAW D E & CO L P /NY/ 120 W 45TH ST 39TH FL NEW YORK NY 10036 0 0 1 1 See footnote (1) 0001277502 D E SHAW & CO LLC 120 WEST 45TH STREET FLOOR 39, TOWER 45 NEW YORK NY 10036 0 0 1 1 See footnote (1) 0001023870 SHAW DAVID E 120 WEST 45TH STREET FLOOR 39, TOWER 45 NEW YORK NY 10036 0 0 1 1 See footnote (1) Common Stock, par value $0.10 per share 2005-06-20 4 X 0 12864903 6.00 A 26494125 D Warrant to purchase Common Stock (right to buy) 6.00 2005-06-20 4 X 0 12864903 0.00 D 2005-05-31 2005-06-21 Common Stock 12864903 0 D See Exhibit 99.1. Amended to include 598,604 shares of Common Stock of the Issuer acquired pursuant to the exercise of oversubscription rights. The amount of oversubscription shares allocated to the Reporting Persons could not be determined on the date of the original filing and was not made known to the Reporting Persons until June 27, 2005. Pursuant to a rights offering, Issuer issued at no charge one warrant with respect to each share of its Common Stock entitling each holder to purchase 0.90 shares of the Issuer's Common Stock at a price of $6.00 per share. Each holder also received an oversubscription right entitling such holder to purchase additional shares at $6.00 per share if other holders do not fully exercise their warrants. Exhibit List: Exhibit 99.1 - Explanation of Responses EXhibit 99.2 - Joint Filing Agreement D. E. Shaw Laminar Portfolios, L.L.C., By D. E. Shaw & Co., L.L.C, as Managing Member, By /s/ Julius Gaudio, Managing Director 2005-06-28 EX-99 3 s2915988.txt 99.1 - EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) The shares of common stock, par value $0.10 per share (the "Common Stock") of the Issuer to which this form relates are held directly by D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"). D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Laminar, D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar, and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934. In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaim any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. EX-99 4 s2915988b.txt 99.2 - FORM 4 JOINT FILER INFORMATION Exhibit 99.2 Attachment to Form 4 in accordance with instruction 4(b)(v). FORM 4 JOINT FILER INFORMATION
Name and Address: D. E. Shaw & Co., L.P. 120 West Forty-Fifth Street, Floor 39, Tower 45 New York, NY 10036 Date of Event Requiring Statement: 6/20/05 Issuer and Ticker Symbol: Danielson Holding Corporation ("DHC") Relationship to Issuer: Other (see footnote 1) Designated Filer: D. E. Shaw Laminar Portfolios, L.L.C. Title of Security: Common Stock Amount of Securities Beneficially Owned: 26,494,125 Ownership Form: See footnote 1 Signature: See attached signature page Name and Address: D. E. Shaw & Co., L.L.C. 120 West Forty-Fifth Street, Floor 39, Tower 45 New York, NY 10036 Date of Event Requiring Statement: 6/20/05 Issuer and Ticker Symbol: Danielson Holding Corporation ("DHC") Relationship to Issuer: Other (see footnote 1) Designated Filer: D. E. Shaw Laminar Portfolios, L.L.C. Title of Security: Common Stock Amount of Securities Beneficially Owned: 26,494,125 Ownership Form: See footnote 1 Signature: See attached signature page Name and Address: David E. Shaw 120 West Forty-Fifth Street, Floor 39, Tower 45 New York, NY 10036 Date of Event Requiring Statement: 6/20/05 Issuer and Ticker Symbol: Danielson Holding Corporation ("DHC") Relationship to Issuer: Other (see footnote 1) Designated Filer: D. E. Shaw Laminar Portfolios, L.L.C. Title of Security: Common Stock Amount of Securities Beneficially Owned: 26,494,125 Ownership Form: See footnote 1 Signature: See attached signature page
D. E. SHAW & CO., L.P. By:------------------------------------- Name: Julius Gaudio Title: Managing Director D. E. SHAW & CO., L.L.C. By:------------------------------------- Name: Julius Gaudio Title: Managing Director David E. Shaw By:------------------------------------- Name: Julius Gaudio Title: Attorney-in-Fact for David E. Shaw* _____________________________________ * Power of Attorney previously filed. -----END PRIVACY-ENHANCED MESSAGE-----