-----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, J0n3io1QBs1uUCj/2Z4IPZuFlmYDK2tEW3a+NIuTPBoR1rePMVqzvAoKw9SGYeRk 3hfNl0I/nmldK4mj8byUtw== 0000928598-01-500166.txt : 20010608 0000928598-01-500166.hdr.sgml : 20010608 ACCESSION NUMBER: 0000928598-01-500166 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010607 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-3/A SEC ACT: SEC FILE NUMBER: 333-61332 FILM NUMBER: 1655800 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 EX-5 1 opinion.txt OPINION OF COUNSEL Exhibit 5.1 KOFFLER ROSE & CHONOLES LLP 437 Madison AVenue New York, New Yook 10022 June 7, 2001 Danielson Holding Corporation 737 Third Avenue New York, NY 10017 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel for Danielson Holding Corporation, a Delaware corporation (the "Company"), in connection with the Company's Registration Statement (the "Registration Statement") on Form S-3 filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended, for registration of 819,700 shares of the Company's common stock (the "Shares") to be offered and sold from time to time as described in the prospectus included in the Registration Statement by the selling stockholders named therein. As such counsel, we have examined and are familiar with the Restated Certificate of Incorporation and By-laws of the Company (each as amended to date) and the Registration Statement. In addition, we have made such investigations of law and have examined such certificates of public officials and officers of the Company and such other documents and records as we have considered necessary for purposes of this opinion. We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity to original documents submitted to us as certified or photostatic copies. We have also relied upon the accuracy of the aforementioned certificates of public officials and, as to matters of fact, of officers of the Company. We have also relied on Company records and have assumed the accuracy and completeness thereof. We express no opinion as to the laws of any jurisdiction other than those of the United States of America and the General Corporation Law of the State of Delaware. Based upon the foregoing, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our name under the caption "Legal Matters" in the prospectus included in the Registration Statement. The opinion expressed herein has been rendered at your request in connection with the filing of the Registration Statement with the Commission and may not be relied upon by you in any other manner or for any other purpose and may not be communicated or published by you to any other person for any purpose without our prior written approval in each instance. We do not assume any continuing obligation or responsibility to advise you of any changes in law, or any change of circumstances of which we become aware, which may affect any of the opinions or statements contained herein as of the date hereof or to update, revise or supplement any such opinion or statement herein for any reason whatsoever. Very truly yours, /s/ Koffler Rose & Chonoles LLP S-3/A 2 dhcs3aa.txt S-3 AMENDMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 2001 REGISTRATION NO. 333-61332 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- AMENDMENT NUMBER ONE TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- DANIELSON HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 95-6021257 (I.R.S. Employer Identification Number) 767 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10017-2023 (212) 888-0347 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ----------- DAVID M. BARSE PRESIDENT AND CHIEF OPERATING OFFICER DANIELSON HOLDING CORPORATION 767 THIRD AVENUE, 5TH FLOOR NEW YORK, NY 10017-2023 (212) 888-0347 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) With a copy to: W. James Hall III, Esq. James G. Smith, Esq. General Counsel and Secretary Koffler Rose & Chonoles, LLP Danielson Holding Corporation 437 Madison Avenue 767 Third Avenue New York, New York 10022 New York, New York 10017 (212) 973-9100 212-888-0347 ----------- Approximate date of commencement of proposed sale to public: As soon as practicable after effective date of this registration statement. 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 investment retirement 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 number of the earlier effective registration statement for the same offering. [ ] 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. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Title of each Amount to Proposed Proposed maximum Amount of class of be registered maximum aggregate registration fee securities to offering price offering price aggregate be registered per unit(1) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Common 819,700 $4.95 $4,057,515 $1,014.38 Stock, $.10 par value - -------------------------------------------------------------------------------- (1) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) based on the average of the high and low prices of Danielson Holding Corporation's common stock on the American Stock Exchange on May 18, 2001. 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 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. This Amendment Number One to the Registration Statement on Form S-3 is to solely include the opinion of counsel as Exhibit 5.1. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. - ------------------------------------------------------------- Exhibit Number Description - ------------------------------------------------------------- - ------------------------------------------------------------- 5.1 Form of Opinion of Koffler Rose & Chonoles LLP - ------------------------------------------------------------- - ------------------------------------------------------------- 23.1 Consent of KPMG LLP* - ------------------------------------------------------------- - ------------------------------------------------------------- 23.2 Consent of Koffler Rose & Chonoles LLP - ------------------------------------------------------------- - ------------------------------------------------------------- 24.1 Power of Attorney* - ------------------------------------------------------------- * Previously filed. SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York, on June 7, 2001. DANIELSON HOLDING CORPORATION BY: /S/ MARTIN J. WHITMAN ----------------------------- Martin J. Whitman Chief Executive Officer Name Title Date ---- ----- ---- * Chief Executive Officer and June 7, 2001 ---------------------- Director (Martin J. Whitman) * Chairman of the Board and June 7, 2001 ---------------------- Director (Samuel Zell) * President and Chief June 7, 2001 ----------------------- Operating Officer (David M. Barse) * Chief Financial Officer June 7, 2001 ----------------------- (Michael T. Carney) * Director June 7, 2001 ----------------------- (Joseph F. Porrino) * Director June 7, 2001 ----------------------- (Frank B. Ryan) * Director June 7, 2001 ----------------------- (Eugene M. Isenberg) * Director June 7, 2001 ----------------------- (Wallace O. Sellers) * Director June 7, 2001 ----------------------- (Stanley J. Gartska) * Director June 7, 2001 ----------------------- (William Pate) *Executed pursuant to the Power of Attorney previously filed. EXHIBIT INDEX - ------------------------------------------------------------- Exhibit No. Description Location - ------------------------------------------------------------- - ------------------------------------------------------------- 5.1 Opinion of Exhibit 5 Koffler Rose & Chonoles LLP - ------------------------------------------------------------- - ------------------------------------------------------------- 23.1 Consent of Exhibit 23* KPMG LLP - ------------------------------------------------------------- - ------------------------------------------------------------- 23.2 Consent of Contained Koffler Rose within & Chonoles Exhibit 5 LLP - ------------------------------------------------------------- - ------------------------------------------------------------- 24.1 Power of Included in Attorney the signature pages to the Registration Statement* - ------------------------------------------------------------- * Previously filed. -----END PRIVACY-ENHANCED MESSAGE-----