8-K

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): February 2, 2005

DANIELSON HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6732	95-6021257
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

40 Lane Road
Fairfield, New Jersey	07004
(Address of principal executive offices)	(Zip Code)

(973) 882-9000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Slideshow Presentation
Supplemental Material
Certain Financial Information regarding American Ref-Fuel

Item 7.01. Regulation FD Disclosure.

               On February 2, 2005, Danielson Holding Corporation (the “Company”) held a conference call and webcast (the “Conference Call”) with an accompanying slideshow presentation to discuss the Company’s most recent announcement regarding the acquisition of American Ref-Fuel Holdings Corp. (“American Ref-Fuel”). The slideshow presentation that accompanied the Conference Call is filed as Exhibit 99.1 hereto and is incorporated herein by reference. Supplemental material regarding disclosure of non-GAAP financial information to the slideshow presentation was also provided by the Company on its website and it is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The recorded Conference Call and slideshow presentation as well as the supplemental material can currently be viewed and obtained through the Investor Relations section of the Company’s website at www.danielsonholding.com.

               In addition to the information contained in the slideshow presentation and accompanying supplemental material regarding disclosure of non-GAAP financial information, the Company also discussed during the Conference Call certain financial information regarding American Ref-Fuel that was previously provided in the Company’s press release that was filed as Exhibit 99.1 to the Company’s Form 8-K filed on February 2, 2005 (the “Press Release”) with the United States Securities and Exchange Commission. This additional financial information has been excerpted from the Press Release and filed as Exhibit 99.3 hereto and is also incorporated herein by reference.

               In order to clarify the Company’s response to a question that was posed during the Conference Call, the Company is providing the following information regarding the high-yield notes issued by the Company’s subsidiary Covanta Energy Corporation (“Covanta”) with a stated maturity of seven years (the “High Yield Notes”). This information may also be found in the Reports on Form 10-Q and Form 10-K of Covanta filed with the Commission during 2004. All or a part of the High-Yield Notes are pre-payable by Covanta at par of 100% of the accreted value at any time on or before March 15, 2006 and at a premium starting at 104.625% of par and decreasing during the remainder of the term of the High Yield Notes. The Company would like to make clear that this statement is not prompted by any new development related to its acquisition of American Ref-Fuel, but is simply an effort to clarify a statement made during the Conference Call regarding a contractual provision of the High-Yield Notes as described above.

               The information in this Form 8-K and Exhibits 99.1, 99.2 and 99.3 is furnished pursuant to Item 7.01, “Regulation FD Disclosure,” and, except as shall be expressly set forth by specific reference in such filing, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired — Not Applicable.

(b) Pro Forma Financial Information — Not Applicable.

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(c) Exhibits

Exhibit No.	Exhibit
99.1	Slideshow Presentation from the Conference Call on February 2, 2005 regarding the Company’s recent announcement regarding the acquisition by the Company of American Ref-Fuel.
99.2	Supplemental Material provided by the Company for the Conference Call on February 2, 2005.
99.3	Certain Financial Information regarding American Ref-Fuel that was referred to in the Conference Call on February 2, 2005 and that has been excerpted from Exhibit 99.1 of Form 8-K filed by the Company with the Commission on February 2, 2005.

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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: February 3, 2005

DANIELSON HOLDING CORPORATION
(Registrant)

By: /s/ Timothy J. Simpson
Name: Timothy J. Simpson
Title: General Counsel and Secretary

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DANIELSON HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Slideshow Presentation from the Conference Call on February 2, 2005 regarding the Company’s recent announcement regarding the acquisition by the Company of American Ref-Fuel.
99.2	Supplemental Material provided by the Company for the Conference Call on February 2, 2005.
99.3	Certain Financial Information regarding American Ref-Fuel that was referred to in the Conference Call on February 2, 2005 and that has been excerpted from Exhibit 99.1 of Form 8-K filed by the Company with the Commission on February 2, 2005.

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EX-99.1

EXHIBIT 99.1

Investment Community Presentation Re: American Ref-Fuel Announcement February 2, 2005; 4:00pm EST

Cautionary Statement Regarding Forward-looking Statements This presentation includes forward-looking statements within the meaning of Section 27-A of the Securities Act of 1933, and Section 21-E of the Securities Exchange Act of 1934. Such statements include declarations regarding the intent, belief, or current expectations of the company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve a number of risks and uncertainties that can materially affect actual results as identified from time to time in the company's Reports and Registration Statements filed with the Securities and Exchange Commission. This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Danielson Holding Corporation or any of its affiliates nor shall there be any sale of securities in any state or jurisdiction which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction. Any such offer or solicitation will be made in compliance with all applicable securities laws.

Tony Orlando President & Chief Executive Officer

Overview of Transaction Acquisition of American Ref-Fuel Holdings Corp Six WTE facilities located in Northeast In excess of 13,000 tons per day of waste disposal capacity Purchase price $740 million in cash plus assumption of debt Finance plan includes combination of debt and equity Equity raise ~$400 million via Rights Offering To be priced at $6.00/share Approximately 144 million shares outstanding once the offerings are complete Debt component part of a comprehensive refinancing of Covanta's recourse debt and letter of credit facility Anticipated closing second quarter of 2005

Acquisition Rationale Strategic acquisition of complementary assets Expansion of core Waste to Energy business Increased geographic reach in the attractive Northeast region Allows for significant cost savings Attractive financing structure Strengthens balance sheet and enhances liquidity Lowers cost of capital Ability to delever quickly over time Looking to the future Improves opportunities for growth Standard debt covenants increase flexibility TransRiver marketing expertise

American Ref-Fuel Overview Owner and operator of six facilities Majority of 2003 revenues derived from long-term contracts, most of which are with investment grade customers Profitable growth history with cost effective operating structure Plant availability consistently averages more than 90% SEMASS SECONN Niagara Delaware Valley Essex Hempstead Corporate HQ NE ISO NY ISO PJM ISO

American Ref-Fuel Overview (Cont'd) ARC operates six WTE facilities which benefit from an in- house waste marketer - TransRiver TransRiver Essex Technology: DB Waste Capacity: 2,700 tpd Electric Capacity: 70MW Greenfield: Feb. 1991 Niagara Technology: DB/RDF Waste Capacity: 2,250 tpd Electric Capacity: 50MW Acquired: May 1993 SEMASS Technology: RDF Waste Capacity: 2,700 tpd Electric Capacity: 79MW Acquired: June 1996 Hempstead Technology: DB Waste Capacity: 2,505 tpd Electric Capacity: 72MW Greenfield: Nov. 1989 SECONN Technology: DB Waste Capacity: 689 tpd Electric Capacity: 18MW Greenfield: March 1992 Delaware Valley Technology: O'Connor Waste Capacity: 2,688 tpd Electric Capacity: 79MW Acquired: April 1997 Note: DB is a mass burn technology provided by Deutsche Babcock Anlagen. RDF is Refuse Derived Fuel.

Location Hempstead, Rochester, Newark, Niagara Falls, Preston, Chester, NY MA NJ NY CT PA Hempstead SEMASS Essex Niagara SECONN Delco American Ref-Fuel Overview (Cont'd) (1) Permit increased to 2,671 tpd effective December 2004. (2) Retrofitted as of September 1996. Note: DB is a mass burn technology provided by Deutsche Babcock Anlagen. RDF is Refuse Derived Fuel. Source: Public company filings. Disposal (tons per day) 2,505(1) 2,700 2,700 2,250 689 2,688 Technology DB RDF DB DB/RDF DB O'Connor Generating Capacity (megawatts) 72 79 70 50 18 79 Date of Commercial Operation 1989 1989 1991 1980(2) 1992 1992

NY 0.187 NJ 0.117 MS 0.115 PA 0.105 FL 0.103 VA 0.093 MI 0.077 MD 0.051 HI 0.042 CT 0.041 MN 0.035 CA 0.02 OR 0.012 Diversity with Focus in Critical Regions Source: Company Management Tons Processed by State Key Statistics Electricity Production by State NY 0.164 NJ 0.104 MS 0.098 FL 0.09 VA 0.09 PA 0.088 CT 0.085 MI 0.064 IN 0.053 HI 0.049 MD 0.041 MN 0.027 CA 0.018 AL 0.016 OR 0.012 Annual Production Electricity Sold (GW-Hr) 5,500 2,600 8,100 Waste Processed (mm tons) 10 5 15 Facilities WTE Owned/Operated 13 5 18 WTE Plants Operated 12 1 13 Total WTE Facilities 25 6 31 American Covanta Ref-fuel Pro Forma NY 16% NJ 10% MA 10% FL 9% VA 9% PA 9% CT 9% MI 6% IN 5% MD 4% HI 5% MN 3% CA 2% AL 2% OR 1% NY 19% NJ 12% MA 12% PA 11% FL 10% VA 9% MI 8% MD 5% HI 4% CT 4% MN 4% CA 2% OR 1% Covanta Covanta and American Ref-Fuel

TransRiver Expertise Waste sourcing expertise - arrange for half of Ref-Fuel's waste supply Covanta end of Service Agreement transition Transfer Station operations Ash disposal expertise - manage at two Ref-Fuel facilities Covanta end of Service Agreement transition Ash for trash opportunities Opportunities for beneficial use of ash Scrap metal expertise

Synergies and Cost Efficiencies Leverage Corporate SG&A Combine nearby corporate headquarters Estimated cash savings $15 to 20 million annually phased in by end of 2007 One-time transition cost of approximately $20 million Plant Operating and Maintenance Expense National & Regional purchasing opportunities Expanded use of internal maintenance teams Increase breadth & depth of technical expertise Lower Cost of Capital on Covanta debt Interest expense Letter of credit fees

Craig Abolt Chief Financial Officer

Financing Transaction - Equity Approximately $400 million rights offering of common stock to all existing shareholders ($6.00 per share) Three largest shareholders (approximately 40%) have each separately committed to participate and purchase their pro rata portion Third Avenue Trust SZ Investments D. E. Shaw

Financing Transaction - Debt Committed Financing - certainty and flexibility Targeted Capital Structure Unfunded Debt: Revolver / LC Facility - sized to meet needs of combined business Funded Debt: 1st Lien / 2nd Lien Structure at the Covanta level Targeting institutional term loan market, as well as traditional high yield market Strengths Enhanced liquidity Lower cost of capital Significant deleveraging over time Increased flexibility - market based covenants vs. emergence covenants

Financing for the Future ($ in millions) Covanta First Lien Letter of Credit Facility $119.7 Covanta Second Lien Letter of Credit Facility 118.0 CPIH Revolving Credit Facility 9.1 RC/LC Facility $321.8 ARC Revolving Credit Facility 75.0 Total Unfunded Sources(1) $321.8 Total Unfunded Uses(1) $321.8 Purchase Price $740.0 Covanta 8.25% Third Lien Notes 209.1 Covanta 7.5% Unsecured Notes 28.0 Acquisition Financing/Refinancing $700.0 CPIH Term Loan Facility 76.9 Equity Rights Offering 399.0 Working Capital Needs 45.0 Total Funded Sources $1,099.0 Total Funded Uses $1,099.0 Sources of Funds Uses of Funds (1) Excludes any incremental RC/LC capacity.

Current Structure September 30, 2004 ($ in millions) Covanta American Ref-Fuel wasted\Investor Presentation\Covant a.vsd and American Ref-Fuel.vsd Source: Public Company filings (1) Based on corporate cash at MSW.

The Combined Company Simplified Pro Forma Structure as of September 30, 2004 ($ in millions) Danielson Ref-Fuel Holdings Corp. MSW Energy Holdings II LLC $225 @ 7 3/8% Senior Secured Notes Due 2010 Ba2/BB- MSW Energy Holdings LLC $200 @ 8 1/2% Senior Secured Notes Due 2010 Ba1/BB American Ref-Fuel $253 @ 6.26% Senior Note due 2015 Baa2/BBB Operating Subsidiaries Amount Total Project Debt $ 785 International Subsidiaries $10 Corp Cash $17 Restricted Cash $100 Non-Recourse Debt Domestic Subsidiaries $827 Non-Recourse Project Debt $149 Restricted Cash $188 Restricted Cash(2) $152 Corp Cash $322 RC/LC Facility(1) $700 Acquisition Financing / Refinancing 100% 100% 50% 50% Covanta New Debt Existing Debt (1) Excludes any incremental RC/LC capacity. (2) Based on corporate cash at MSW. $17 Corp Cash Ref-Fuel Holdings LLC

Acquisition Rationale Strategic acquisition of complementary assets Expansion of core Waste to Energy business Increased geographic reach in the attractive Northeast region Allows for significant cost savings Attractive financing structure Strengthens balance sheet and enhances liquidity Lowers cost of capital Ability to delever quickly over time Looking to the future Improves opportunities for growth Standard debt covenants increase flexibility TransRiver marketing expertise

Investment Community Presentation Re: American Ref-Fuel Announcement February 2, 2005; 4:00pm EST

EX-99.2

Exhibit 99.2

Non-GAAP Financial Measures

     EBITDA is a measure of net income before interest, taxes, depreciation and amortization. The term “Adjusted EBITDA” is a term used to reflect additional deductions from earnings, as provided below, that have been made to EBITDA. Neither EBITDA nor Adjusted EBITDA are measurements in accordance with generally accepted accounting principles (“GAAP”), but they are commonly used as a measure of a company’s operating performance or its compliance with debt covenants. Adjusted EBITDA, as calculated below for Covanta and Ref-Fuel Holdings LLC (“Ref-Fuel”), as set forth in Danielson’s press release dated February 1, 2005, is not a measurement of financial performance under GAAP and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of Covanta’s or Ref-Fuel’s operating performance or any other measures of performance derived in accordance with GAAP. Such information is provided solely as supplemental disclosure with respect to Covanta and Ref-Fuel. Furthermore, these measures as used by Covanta and Ref-Fuel may not be comparable to each other or those used by other companies. The following table should be read in conjunction with the historical financial statements and related notes of Covanta.

     The information in Danielson’s press release was presented with respect to Ref-Fuel’s ability to meet capital expenditures and working capital requirements and to monitor compliance with financial covenants. The information is presented herein with respect to Covanta’s ability to meet possible financial covenants and to assess performance relative to competitors. The debt financing necessary to close the transaction is expected to contain covenants that, among other things, will require Covanta to satisfy certain EBITDA targets as a measure of its operating performance, however, the specific nature of those covenants have not been determined and the EBITDA targets in such agreements may differ materially from the definition presented herein.

     Adjusted EBITDA for Covanta does not include income, expenses or the results of operations of Danielson’s other businesses.

     Danielson has provided in estimated Adjusted EBITDA for the twelve months ended December 31, 2004 for Covanta, which conducts its waste-to-energy business. The following schedule reconciles estimated Adjusted EBITDA of Covanta for the twelve months ended December 31, 2004 to net income, which is believed to be the most directly comparable GAAP measure:

Covanta 2004 Adjusted EBITDA Guidance

	Forecast
	FY 2004
(dollars in millions)
Net income	$	58
Depreciation and amortization		70

	Forecast
	FY 2004
Net interest on project debt		46
Net interest on corporate debt		38
Income tax expense		241
Minority interests		9
Change in unbilled service receivables		11
Non-cash compensation		1
Reorg and non-recurring expenses
Reorganization items		58
Gain of cancellation of pre-petition debt		(511	)
Fresh start adjustments		215
Loss on sale of businesses		(1	)
Adjusted EBITDA — Mid-point of Forecast	$	235
Range of Adjusted EBITDA Forecast
High	$	240
Low	$	230

Footnotes:

1.	Adjusted EBITDA is defined in connection with the underwriting of our financing for the acquisition of American Ref-Fuel Holdings Corp.
2.	In connection with the underwriting, the Company has committed to maintain a minimum combined level (including American Ref-Fuel Holdings Corp.) of Adjusted EBITDA on a trailing twelve month basis through the date of the financing.

EX-99.3

Exhibit 99.3

Certain Financial Information Regarding Ref-Fuel

EBITDA is a measure of earnings before interest, taxes, depreciation and amortization. The term “Adjusted EBITDA” means EBITDA plus fair value adjustment amortization and revenue levelization adjustments. Neither EBITDA nor Adjusted EBITDA is a measurement under generally accepted accounting principles (GAAP), but is commonly used as a measure of a company’s operating performance or its compliance with debt covenants.

The following is from the “Supplemental Pro Forma Information” section of the Quarterly Reports on Form 10-Q for the quarter ended September 30, 2004, of MSW I and MSW Energy Finance Co., Inc. and of MSW II and MSW Energy Finance Co. II, Inc. This unaudited, pro forma information for Ref-Fuel is prepared as if the issuance of certain indebtedness and other transactions described in the Form 10-Qs had occurred on October 1, 2003 and, accordingly, includes the effects of push-down accounting on Ref-Fuel as if these transactions had occurred on October 1, 2003. This unaudited, pro forma information is provided for informational purposes only and is not necessarily indicative of the actual results that would have occurred if all such matters actually had occurred on October 1, 2003. Furthermore, this information is provided in the referenced Form 10-Qs because it is used in the calculation of the restrictive covenants contained in the indentures governing indebtedness of MSW I and MSW II. The table should be read in conjunction with the historical financial statements and related notes for MSW I and MSW II included in the referenced Form 10-Qs.

	(unaudited pro forma)
	Twelve Months Ended September 30,
	2004
	(in thousands)
Operating income	$	135.4
Depreciation and amortization		67.9
Loss on retirements		1.4
EBITDA		204.7
Fair value adjustment amortization and revenue levelization adjustments		70.8
Adjusted EBITDA for Ref-Fuel Holdings LLC, an indirect subsidiary of ARC	$	275.5

In addition, the information in the foregoing table excludes expenses incurred at MSW I, MSW II and ARC. In connection with the acquisition of ARC, Danielson will assume the obligation for such expenses.