-----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, ReF1ev4TM/omZQS1mOhnyt3p9HFGLjSNVbxNb+zMRqFdapzlCUyLWHck/xVnS5v6 UWsqYWmpVCy17Z0zfuKZrA== 0000950137-03-004381.txt : 20030814 0000950137-03-004381.hdr.sgml : 20030814 20030814172144 ACCESSION NUMBER: 0000950137-03-004381 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030814 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030814 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: 03848880 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 y89377e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 14, 2003 Date of Report (Date of earliest event reported) DANIELSON HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 1-6732 (Commission File Number) 95-6021257 (IRS Employer Identification Number) 2 North Riverside Plaza Suite 600 Chicago, Illinois 60606 (Address of Principal Executive Offices) (312) 466-4030 (Registrant's Telephone Number, Including Area Code) INFORMATION TO BE INCLUDED IN THE REPORT Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibit is filed with this document: 99.1 Press Release issued by Danielson Holding Corporation, dated August 14, 2003. Item 9. Regulation FD Disclosure (Item 12. Results of Operations and Financial Condition). The information contained in this report is being furnished pursuant to Item 12 of Form 8-K, "Results of Operations and Financial Condition", and is included under this Item 9 in accordance with SEC Release Nos. 33-8216; 34-47583. On August 14, 2003, Danielson Holding Corporation issued a press release announcing its earnings for the quarter ended June 30, 2003. The information contained in Exhibit 99.1 is incorporated herein by reference. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. THIS CURRENT REPORT ON FORM 8-K CONTAINS OR INCORPORATES BY REFERENCE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL FUTURE EVENTS OR RESULTS. READERS ARE REFERRED TO ALL DOCUMENTS FILED BY DANIELSON HOLDING CORPORATION AND AMERICAN COMMERCIAL LINES LLC WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH IDENTIFY IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS. SIGNATURE 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. Date: August 14, 2003 DANIELSON HOLDING CORPORATION (Registrant) By: /s/ Philip G. Tinkler ---------------------- Name: Philip G. Tinkler Title: Chief Financial Officer EX-99.1 3 y89377exv99w1.txt DANIELSON HOLDING CORPORATION PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE DANIELSON HOLDING CORPORATION REPORTS SECOND QUARTER RESULTS CHICAGO, ILLINOIS, AUGUST 14, 2003 - Danielson Holding Corporation ("DHC") (AMEX: DHC) today reported a loss of $4.5 million, or $0.15 per diluted share for the quarter ended June 30, 2003. That compares with income of $4.3 million, or $0.18 per diluted share in the second quarter of 2002. For the first six months of 2003, DHC reported a loss of $62.3 million, or $2.03 per diluted share versus income of $4.3 million, or $0.19 per diluted share in the first six months of 2002. The loss for the first six months of 2003 includes $55.2 million attributable to its investment in American Commercial Lines, LLC ("ACL"), which was written down to zero during the period. The current quarter and six month figures include results from Danielson Indemnity Company ("DIND") and its subsidiary National American Insurance Company of California ("NAICC"), a California property and casualty company, along with ACL and two related companies - Global Material Services, LLC ("GMS"), a network of marine terminals and warehouse operations located on major river systems in the U.S., Europe and South America, and Vessel Leasing, LLC ("Vessel Leasing"), a company that leases barges to ACL. As previously reported, on January 31, 2003, ACL filed a petition to reorganize under Chapter 11 of the U.S. Bankruptcy Code. Neither DHC, GMS nor Vessel Leasing filed for Chapter 11 protection. DHC, GMS and Vessel Leasing are not guarantors of ACL's debt nor are they liable for any of ACL's liabilities. The ACL Chapter 11 Bankruptcy process presents inherent material uncertainty; it is not possible to determine the additional amount of claims against ACL that may arise or ultimately be filed, or predict the length of time that ACL will continue to operate under the protection of Chapter 11, the outcome of the Chapter 11 proceedings in general, whether ACL will continue to operate in its present organizational structure, or the effects of the proceedings on the business of ACL, or on the interests of DHC and the various creditors of ACL. The ultimate recovery, if any, by DHC and the creditors of ACL will not be determined until confirmation of a plan or plans of reorganization. No assurance can be given as to what value will be ascribed in the bankruptcy proceedings to each of these constituencies. While it cannot presently be determined, DHC believes it will receive little or no value with respect to its equity interest in ACL. GENERAL DHC is an American Stock Exchange listed company, engaging in the financial services, specialty insurance business, and marine transportation, through its subsidiaries and equity investees. In connection with efforts to preserve DHC's net operating tax loss carryforwards, DHC has imposed restrictions on the ability of holders of five percent or more of DHC common stock to transfer the common stock owned by them and to acquire additional common stock, as well as the ability of others to become five percent stockholders as a result of transfers of DHC's common stock. On May 7, 2003, DHC's Board of Directors changed DHC's principal executive offices from Jeffersonville, Indiana to Chicago, Illinois, and also changed DHC's fiscal year to a calendar year. DHC will now report its quarterly results as of March 31, June 30, September 30 and December 31st of each year. This change became effective for the quarterly period ending June 30, 2003. INSURANCE SERVICES Net premiums earned fell to $9.9 million in the second quarter of 2003 from $17.6 million in the same period last year, primarily due to a reduction in commercial and private passenger automobile policies written and the expiration of all in force workers' compensation policies. Net investment income decreased $0.5 million to $1.0 million in this year's second quarter. This decrease was attributable to reductions in both the overall portfolio yield and the cash and invested asset base. Net losses and loss adjustment expenses ("LAE") were $12.4 million for the second quarter of 2003, down from $16.7 million in the same period last year. The resulting loss and LAE ratios for the corresponding periods were 125.5% and 95.0%, respectively. The loss and LAE ratio increased in the quarter ended June 30, 2003 over the comparable period in 2002 due primarily to recording $3.0 million in adverse development of 2002 and prior accident years in the commercial automobile line and $1.7 million in adverse development in the Valor workers' compensation line. Policy acquisition costs were $2.1 million for the quarter ended June 30, 2003 compared to $4.3 for the quarter ended June 30, 2002. As a percentage of net premiums earned, policy acquisition expenses were 21.3% and 24.5% for the quarters ended June 30, 2003 and June 30, 2002, respectively. The decrease in the policy acquisition expense ratio in 2003 reflects a higher deferral rate for the commercial automobile line, which was being written in 2003, but was under a production moratorium during the same period in 2002. It also reflects a $0.4 million reduction in bad debt expense charged to acquisition costs in 2003 compared to the same period in 2002. For the second quarter of 2003, the combined underwriting ratio, a key performance measurement for the insurance industry, grew to 159.7% compared to 127.3% during the second quarter 2002. Net premiums earned fell to $20.2 million in the six months ended June 30, 2003 from $36.6 million in the same period last year, primarily due to a reduction in commercial and private passenger automobile policies written and the expiration of all in force workers' compensation policies. NAICC implemented rate increases of 13% in commercial automobile liability effective April 1, 2003 on new business and June 1, 2003 on renewal business, NAICC's overall price position in the market reduced its competitiveness resulting in a decline in production. Effective July 7, 2003, NAICC cancelled the commercial automobile program and began providing the required statutory notice of its intention not to renew existing policies. Net investment income decreased to $2.2 million in the six months ended June 30, 2003 compared to $2.9 million for the six months ended June 30, 2002. This decrease was attributable to reductions in both the overall portfolio yield and the cash and invested asset base. Net losses and LAE were $21.6 million for the first six months of 2003, down from $31.4 million in the same period last year. The resulting loss and LAE ratios for the corresponding periods were 106.7% and 85.8%, respectively. The loss and LAE ratio increased in 2003 over 2002 due primarily to recording $4.3 million in adverse development of 2002 and prior accident years in the commercial automobile line and $2.0 million in adverse development in the Valor workers' compensation line. In 2002, $4.1 million of adverse development was recognized in workers' compensation and private passenger automobile lines. Policy acquisition costs were also down, $4.7 million for the six months ended June 30, 2003 compared to $8.4 for the six months ended June 30, 2002. As a percentage of net premiums earned, policy acquisition expenses were 23.4% and 22.9% for the six months ended June 30, 2003 and June 30, 2002, respectively. The increase in the policy acquisition expense ratio in 2003 was due primarily to earned premiums decreasing at a greater rate than NAICC was able to reduce its variable and fixed acquisition costs. For the first six months of 2003, the combined underwriting ratio, a key performance measurement for the insurance industry, grew to 141.5% compared to 116.6% during the first six months of 2002. PARENT-ONLY OPERATIONS General and administrative expenses were approximately $0.7 million lower during the quarter ended June 30, 2003 compared to the quarter ended June 30, 2002. For the six months ended June 30, 2003 and 2002, general and administrative expenses were approximately $0.3 million higher than the comparable period in 2002. This is primarily attributable to increased professional fees incurred concerning the ACL bankruptcy as well as increased insurance costs. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS CERTAIN STATEMENTS IN THIS PRESS RELEASE 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 DHC 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 PLSRA WITH THE INTENTION OF OBTAINING THE BENEFITS OF THE "SAFE HARBOR" PROVISIONS OF SUCH LAWS. DHC CAUTIONS INVESTORS THAT ANY FORWARD-LOOKING STATEMENTS MADE BY DHC 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 DHC, INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS AND UNCERTAINTIES AFFECTING THEIR BUSINESSES DESCRIBED IN ITEM 1 OF DHC'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 27, 2002 AND IN OTHER SECURITIES FILINGS BY DHC. ALTHOUGH WE BELIEVE THAT OUR 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 OUR FORWARD-LOOKING STATEMENTS. OUR 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 THIS PRESS RELEASE ARE MADE ONLY AS OF THE DATE HEREOF AND DHC DOES NOT HAVE OR UNDERTAKE 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. For more information about DHC generally, please visit www.danielsonholding.com. Contact: Philip G. Tinkler Chief Financial Officer Danielson Holding Corporation (312) 466-4030 -----END PRIVACY-ENHANCED MESSAGE-----