-----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, Sk0QiFFGFg5y4tLGU4aRT6z/d8cK9kn13uo8ZBloK+giSHwmW+KYFmUuQ+wUFNYs aAuatuG6dsOzVGPxB7CtMA== 0000940180-96-000308.txt : 19960801 0000940180-96-000308.hdr.sgml : 19960801 ACCESSION NUMBER: 0000940180-96-000308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960729 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960731 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 96601712 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of events reported: July 24, 1996; July 29, 1996 DANIELSON HOLDING CORPORATION ------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-6732 95-6021257 -------- ------ ---------- (State of Incorporation) (Commission File (IRS Employer Number) Identification No.) 767 Third Avenue, New York, New York 10017 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 888-0347 Exhibit Index is located on Page 6 Page 1 of 11 pages Item 5. Other Events On July 24, 1996, the Registrant signed a Termination Agreement (the "Termination Agreement") among the Registrant, Midland Financial Group, Inc., a Tennessee corporation ("Midland"), and Mission Sub E, Inc., a Delaware corporation ("Merger Sub"). Merger Sub is a wholly-owned subsidiary of the Registrant. The Termination Agreement provides for the mutual agreement of the Registrant, Midland and Merger Sub to terminate, effective immediately, the Agreement and Plan of Merger dated as of February 26, 1996, as amended (the "Merger Agreement") among the Registrant, Midland and Merger Sub. The Merger Agreement provided for the merger of Midland into Merger Sub (the "Merger"), with Merger Sub being the surviving corporation and remaining a subsidiary of the Registrant. The Termination Agreement also contains the irrevocable mutual release of the Registrant and Merger Sub by Midland, and Midland by the Registrant and 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 the other documents executed and delivered in connection with the transactions contemplated by the Merger Agreement. As a result of the termination of the Merger Agreement, the Registrant intends to deregister the shares of its common stock and preferred stock which were registered under the Securities Act of 1993, as amended, for issuance to Midland stockholders upon consummation of the Merger. Additionally, the Registrant intends to withdraw its Registration Statement on Form S-3 which it filed with the Securities and Exchange Commission on July 5, 1996. The Registrant sought to raise $85 million through the public offering of shares of its common stock covered by such Registration Statement and to use such funds in connection with the Merger. On July 29, 1996, the Registrant rescheduled the date of its Annual Meeting of Stockholders to Tuesday, September 17, 1996. The Registrant had originally scheduled its Annual Meeting for August 2, 1996, at which the Merger was to be considered. On July 29, 1996, the Registrant's Board of Directors elected David M. Barse, Timothy C. Collins, Stanley Gartska and Anthony Petrillo as members of the Registrant's Board of Directors. The newly-elected directors fill vacancies on the Registrant's Board of Directors, including the vacancies resulting from the recent deaths of C. Kirk Rhein, Jr. and William R. Story in the crash of TWA Flight 800 and the resignation from the Board of James P. Heffernan. The Company's new directors also will stand for re-election at the Registrant's rescheduled Annual Meeting along with the Registrant's other directors. Also on July 29, 1996, Martin J. Whitman, currently Chairman of the Board and Chief Investment Officer of the Registrant, was elected to the additional post of Chief Executive Officer and David M. Barse was elected President and Chief Operating Officer of the Registrant. Mr. Whitman and Mr. Barse assume duties previously performed by Mr. Rhein, who was the Registrant's President and Chief Executive Officer until his recent death. In addition, Michael Carney was elected Treasurer and Chief Financial Officer of the Registrant, and Ian M. Page 2 of 11 pages Kirschner was elected General Counsel and Secretary of the Registrant, in each case effective August 1, 1996. Mr. Carney and Mr. Kirschner fill vacancies resulting from the recent resignations of James P. Heffernan as Chief Financial Officer of the Registrant and Lisa D. Levey as General Counsel and Secretary of the Registrant. Claudia C. Cosenza has also resigned as Controller of the Registrant. Additionally, James Clary was elected President and Chief Executive Officer of National American Insurance Company of California, the Registrant's principal operating subsidiary. Those offices were held by William R. Story until his recent death. Page 3 of 11 pages Item 7. Financial Statements and Exhibits. A. Exhibits The following exhibits are filed as a part of this report. 2.1 Termination Agreement dated July 24, 1996. 2.2 Agreement and Plan of Merger dated February 26, 1996, as amended (incorporated by reference from Registration Statement on Form S-4 dated July 5, 1996, Exhibit 2.1). 99.1 Press Release dated July 24, 1996. 99.2 Press Release dated July 30, 1996. Page 4 of 11 pages 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. July 31, 1996 DANIELSON HOLDING CORPORATION By: /s/ Martin J. Whitman ------------------------- Martin J. Whitman Chairman of the Board of Directors and Chief Executive Officer Page 5 of 11 pages EXHIBIT INDEX
EXHIBIT DOCUMENT - ------- -------- PAGE NUMBER NUMBER - ------- ------ ====================================================================== 2.1 Termination Agreement 7 dated July 24, 1996 - ---------------------------------------------------------------------- 99.1 Press Release dated 9 July 24, 1996 - ---------------------------------------------------------------------- 99.2 Press Release dated 10 July 30, 1996 ======================================================================
Page 6 of 11 pages EX-2.1 2 TERMINATION AGREEMENT EXHIBIT 2.1 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 Tennessee corporation (the "Company"), and Mission Sub E, Inc., a Delaware corporation (the "Merger Sub"). W I T N E S S E T H - - - - - - - - - - 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. Page 7 of 11 pages 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 ------------------------------ Martin J. Whitman Chairman of the Board MISSION SUB E, INC. By: /s/ Martin J. Whitman ------------------------------ Martin J. Whitman President MIDLAND FINANCIAL GROUP, INC. By: /s/ Joseph W. McLeary ------------------------------- Joseph W. McLeary Chairman and Chief Executive Officer Page 8 of 11 pages EX-99.1 3 PRESS RELEASE DATED JULY 24, 1996 EXHIBIT 99.1 [DANIELSON HOLDING CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE --------------------- Contact: Martin J. Whitman Chairman of the Board & Chief Investment Officer Lisa D. Levey General Counsel and Secretary 212/888-0347 DANIELSON HOLDING CORPORATION AND MIDLAND FINANCIAL ---------------------------------------------------- GROUP ----- TERMINATE PENDING MERGER TRANSACTION ------------------------------------ New York City - July 24, 1996 Danielson Holding Corporation (DHC-AMEX) today announced that Danielson and Midland Financial Group, Inc. (MDLD-Nasdaq/NM) have terminated, by mutual consent, the proposed merger of Midland with Danielson following the deaths of senior executives of both companies. As the companies announced last week, C. Kirk Rhein, Jr., President and Chief Executive Officer of Danielson, William R. Story, President and Chief Executive Officer of National American Insurance Company of California (the principal operating subsidiary of Danielson) and Charles H. Gray, III, President and Chief Operating Officer of Midland, were aboard TWA flight 800 that crashed after take-off from New York's John F. Kennedy International Airport. Danielson also announced that it intends to set a new date for its Annual Meeting of Stockholders, which is currently scheduled to be held on August 2, 1996. Danielson will announce a new date for the meeting as soon as practicable. Danielson Holding Corporation is an American Stock Exchange listed company, engaging in financial services businesses through its subsidiaries, including specialty insurance and trust services. *** Page 9 of 11 pages EX-99.2 4 PRESS RELEASE DATED JULY 30, 1996 EXHIBIT 99.2 [DANIELSON HOLDING CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE --------------------- Contact: Martin J. Whitman Chairman, Chief Executive Officer & Chief Investment Officer 212/888-0347 DANIELSON HOLDING CORPORATION RESCHEDULES ANNUAL ------------------------------------------------ MEETING OF STOCKHOLDERS AND ANNOUNCES CHANGES IN BOARD ------------------------------------------------------ AND MANAGEMENT -------------- New York City - July 30, 1996 Danielson Holding Corporation (DHC-AMEX) today announced that it has rescheduled the date of its Annual Meeting of Stockholders to Tuesday, September 17, 1996. The Company had originally scheduled its Annual Meeting for August 2, 1996, at which a proposed merger with Midland Financial Group, Inc. was to be considered. On July 24, 1996 the Company announced the termination of that proposed merger. The Company also announced today that its Board of Directors has elected David M. Barse, Timothy C. Collins, Stanley Gartska and Anthony Petrillo as members of the Company's Board of Directors. The newly-elected directors fill vacancies on the Company's Board of Directors, including the vacancies resulting from the recent deaths of C. Kirk Rhein, Jr. and William R. Story in the crash of TWA Flight 800 and the resignation from the Board of James P. Heffernan. The Company's new directors also will stand for re-election at the Company's rescheduled Annual Meeting along with the Company's other directors. The Company also announced that Martin J. Whitman, currently Chairman of the Board and Chief Investment Officer of the Company, has been elected to the additional post of Chief Executive Officer and that David M. Barse has been elected President and Chief Operating Officer of the Company. Mr. Whitman and Mr. Barse assume duties previously performed by Mr. Rhein, who was the Company's President and Chief Executive Officer until his recent death. In addition, Michael Carney has been elected Treasurer and Chief Financial Officer of the Company, and Ian M. Kirschner has been elected General Counsel and Secretary of the Company, in each case effective August 1, 1996. Mr. Carney and Mr. Kirschner fill vacancies resulting from the recent resignations of James P. Heffernan as Chief Financial Officer of the Company and Lisa D. Levey as General Counsel and Secretary of the Company. Claudia C. Cosenza has also resigned as Controller of the Company. Page 10 of 11 pages The Company also announced that James Clary has been elected President and Chief Executive Officer of National American Insurance Company of California, the Company's principal operating subsidiary. Those offices were held by William R. Story until his recent death. Danielson Holding Corporation is an American Stock Exchange listed company, engaging in financial services businesses through its subsidiaries, including specialty insurance and trust services. *** Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----