-----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, PIF2DFNg3BH4EUwsI6S7qQmS2GHyd/n5L4BEbGYq+x2e7gVb21bhdn+gYzpy9nNf goX+Nm4+QEtahGfRbSE5Sw== 0000950137-04-005807.txt : 20040727 0000950137-04-005807.hdr.sgml : 20040727 20040723161912 ACCESSION NUMBER: 0000950137-04-005807 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040719 ITEM INFORMATION: Other events FILED AS OF DATE: 20040723 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: 04929224 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 c87017e8vk.txt CURRENT REPORT UNITED STATES 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 19, 2004 DANIELSON HOLDING CORPORATION --------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-6732 95-6021257 ----------- ---------- --------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2 NORTH RIVERSIDE PLAZA SUITE 600 CHICAGO, ILLINOIS 60606 ----------------------------- (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (312) 466-4030 ---------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER MATERIAL EVENTS AND REGULATION FD DISCLOSURES. On July 23, 2004, Danielson Holding Corporation (the "Company") issued a press release (the "Press Release") announcing that Peter C.B. Bynoe was appointed on July 19, 2004 as an independent member of the Board of Directors of the Company, filling a newly created vacancy on the Board of Directors. The Press Release also announced that the Company's 2004 Annual Meeting of Stockholders shall be held on October 5, 2004 in Chicago, Illinois, and that the Board of Directors set September 1, 2004 as the record date for holders of the Company's common stock authorized to vote at such meeting. The Company will not be amending the remaining periods previously disclosed in the Company's last proxy statement for submission of any stockholder proposal sought to be included in the Company's proxy materials for its 2004 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934, as amended. Proposals must relate to matters appropriate for stockholder action and be consistent with rules and regulations of the Securities and Exchange Commission relating to stockholders' proposals in order to be considered for inclusion in the Company's proxy materials for that meeting. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements - Not Applicable. (b) Pro Forma Financial Information - Not Applicable. (c) Exhibits Exhibit No. Exhibit ----------- ------- 99.1 Press Release issued by Danielson Holding Corporation dated July 23, 2004, announcing that Peter C.B. Bynoe has been appointed as an independent member of the Board of Directors of Danielson Holding Corporation, and announcing the date of Danielson Holding Corporation's 2004 Annual Meeting of Stockholders. 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. Date: July 23, 2004 DANIELSON HOLDING CORPORATION (Registrant) By: /s/ Philip G. Tinkler ------------------------------------- Name: Philip G. Tinkler, Title: Chief Financial Officer DANIELSON HOLDING CORPORATION EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 99.1 Press Release issued by Danielson Holding Corporation dated July 23, 2004, announcing that Peter C.B. Bynoe has been appointed as an independent member of the Board of Directors of Danielson Holding Corporation, and announcing the date of Danielson Holding Corporation's 2004 Annual Meeting of Stockholders.
EX-99.1 2 c87017exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE DANIELSON HOLDING CORPORATION ANNOUNCES THE APPOINTMENT OF A NEW INDEPENDENT DIRECTOR AND THE RECORD DATE OF ITS 2004 ANNUAL MEETING OF STOCKHOLDERS CHICAGO, IL - JULY 23, 2004 - Danielson Holding Corporation (AMEX:DHC) announced that Peter C.B. Bynoe was appointed on July 19, 2004 as an independent member of Danielson's Board of Directors, filling a newly created vacancy on the Board of Directors. Mr. Bynoe is a partner in the law firm of Piper Rudnick LLP. Danielson also announced that its 2004 Annual Meeting of Stockholders shall be held on October 5, 2004 in Chicago, Illinois, and that the Board of Directors set September 1, 2004 as the record date for holders of Danielson's common stock authorized to vote at such Annual Meeting of Stockholders. The Company will not be amending the remaining periods previously disclosed in the Company's last proxy statement for submission of any stockholder proposal sought to be included in Danielson's proxy materials for its 2004 Annual Meeting of Stockholders pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934. Proposals must relate to matters appropriate for stockholder action and be consistent with rules and regulations of the Securities and Exchange Commission relating to stockholders' proposals in order to be considered for inclusion in Danielson's proxy materials for that meeting. Danielson Holding Corporation is an American Stock Exchange listed company, engaging in the energy, financial services and specialty insurance business through its subsidiaries. Danielson's charter contains restrictions that prohibit parties from acquiring 5% or more of Danielson's common stock without its prior consent. Danielson's subsidiary, Covanta Energy Corporation, is an internationally recognized owner and operator of waste-to-energy and power generation projects. Covanta's waste-to-energy facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States. 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 Danielson 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 PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Danielson cautions investors that any forward-looking statements made by Danielson 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 Danielson and Covanta, include, but are not limited to, those factors, risks and uncertainties that are described in Item 1 of Danielson's Annual Report on Form 10-K for the year ended December 31, 2003 and in other securities filings by Danielson or Covanta. Although Danielson and Covanta believe that their 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 its forward-looking statements. Danielson's and Covanta's 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 neither Danielson nor Covanta has any or has undertaken 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 generally, please contact: FOR DANIELSON HOLDING CORPORATION Doreen Lubeck Danielson Holding Corporation (312) 466-4030
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