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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________.
Commission file number 1-6732
---------------------
DANIELSON HOLDING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-6021257
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
TWO NORTH RIVERSIDE PLAZA, SUITE 600
CHICAGO, IL 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 466-4030
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy of information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the aggregate market value of the voting and non-voting common equity
held by nonaffiliates of the registrant computed by reference to the price at
which the common equity was last sold, or the average bid and asked prices of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. $34,795,021
OUTSTANDING STOCK (ALL CLASSES)
CLASS MARCH 15, 2004
----- --------------
Common Stock, $0.10 par value 35,950,145 shares
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE:
The purpose of this amendment is solely to supplement Part IV, Item 15 of
the Annual Report on Form 10-K for Danielson Holding Corporation for the year
ended December 31, 2003, as filed with the Securities and Exchange Commission on
March 15, 2004, to update the signature page and Exhibits 23.1, 31.1, 31.2, 32.1
and 32.2, and file additional Consents of Independent Auditor's as Exhibits
23.2, 23.3, and 23.4. This Form 10-K/A does not reflect events occurring after
the filing of the original Form 10-K, or modify or update the disclosures
therein in any way other than as required to reflect these changes.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report:
(3) EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
+2.1 Recapitalization Agreement by and among Danielson Holding
Corporation, American Commercial Lines Holdings LLC ("ACL
Holdings") American Commercial Lines LLC ("ACL"), the
Preferred Unitholders signatory thereto and the Management
Unitholders signatory thereto dated as of March 15, 2002
(incorporated by reference to Exhibit 10.23 to ACL's Current
Report on Form 8-K dated March 15, 2002 and filed with the
Commission on March 27, 2002). The exhibits and schedules
referenced in the Recapitalization Agreement have been
omitted in accordance with Item 601(b)(2) of Regulation S-K.
A copy of any omitted exhibit and/or schedule will be
furnished supplementally to the Securities and Exchange
Commission upon request.
+2.2 First Amendment to Recapitalization Agreement dated as of
May 29, 2002 by and among Danielson Holding Corporation,
ACLH Acquisition LLC, ACL Holdings, ACL, the Preferred
Unitholders (as defined therein) party thereto, the
Management Unitholders (as defined therein) party thereto
and the Consenting Common Unitholders (as defined therein)
party thereto (incorporated by reference to Exhibit 10.23 of
ACL's Current Report on Form 8-K dated May 29, 2002 and
filed with the Commission on June 10, 2002).
+3.1 Restated Certificate of Incorporation of Danielson Holding
Corporation.
#3.2 Amended and Restated Bylaws of Danielson Holding
Corporation.
+3.3 Certificate of Formation of ACL Holdings (incorporated by
reference to Exhibit 3.1 of ACL's Registration Statement on
Form S-4 filed with the Commission on August 28, 1998, as
amended (Registration No. 333-62227)).
+3.4 Form of Certificate of Formation of ACL and the Subsidiary
Guarantors (incorporated by reference to Exhibit 3.2 of
ACL's Registration Statement on Form S-4 filed with the
Commission on August 28, 1998, as amended (Registration No.
333-62227)).
+3.5 Form of Limited Liability Company Agreement for the
Subsidiary Guarantors (incorporated by reference to Exhibit
3.3 of ACL's Registration Statement on Form S-4 filed with
the Commission on August 28, 1998, as amended (Registration
No. 333-62227)).
+3.6 Amended and Restated Limited Liability Company Agreement of
the Parent dated as of January 22, 2003 by and between the
Parent and ACLines LLC. (incorporated by reference to
Exhibit 3.4 of ACL's 2002 Annual Report on Form 10-K for the
period ended December 27, 2002 and filed with the Commission
on March 27, 2003).
+3.7 Amended and Restated Limited Liability Company Agreement of
ACL dated as of January 22, 2003 by and between the Parent
and ACL (incorporated by reference to Exhibit 3.4 of ACL's
2002 Annual Report on Form 10-K for the period ended
December 27, 2002 and filed with the Commission on March 27,
2003).
+3.8 Certificate of Incorporation of ACL Capital (incorporated by
reference to Exhibit 3.6 of ACL's Registration Statement on
Form S-4 filed with the Commission on August 28, 1998, as
amended (Registration No. 333-62227)).
2
EXHIBIT
NO. DESCRIPTION
------- -----------
+3.9 By-laws of ACL Capital (incorporated by reference to Exhibit
3.7 of ACL's Registration Statement on Form S-4 filed with
the Commission on August 28, 1998, as amended (Registration
No. 333-62227)).
+4.1 Indenture dated as of June 30, 1998 by and among ACL, ACL
Capital and the Subsidiary Guarantors and the United States
Trust Company of New York, as trustee (incorporated by
reference to Exhibit 4.1 of ACL's Registration Statement on
Form S-4 filed with the Commission on August 28, 1998, as
amended (Registration No. 333-62227)).
+4.2 Purchase Agreement dated as of June 23, 1998 among ACL, ACL
Capital and the Subsidiary Guarantors, Wasserstein Perella
Securities, Inc. and Chase Securities Inc. (incorporated by
reference to Exhibit 4.2 of ACL's Registration Statement on
Form S-4 filed with the Commission on August 28, 1998, as
amended (Registration No. 333-62227)).
+4.3 Registration Rights Agreement dated as of June 23, 1998 by
and among ACL, ACL Capital and the Subsidiary Guarantors,
Wasserstein Perella Securities, Inc. and Chase Securities
Inc. (incorporated by reference to Exhibit 4.3 of ACL's
Registration Statement on Form S-4 filed with the Commission
on August 28, 1998, as amended (Registration No.
333-62227)).
+4.4 Registration Rights Agreement dated as of June 30, 1998 by
and among ACL, Vectura, National Marine, CSX Brown, Stuart
Agranoff and Steven Anderson and each Person whose name is
set forth on Schedule I therein (incorporated by reference
to Exhibit 4.4 of ACL's Registration Statement on Form S-4
filed with the Commission on August 28, 1998, as amended
(Registration No. 333-62227)).
+4.5 Supplemental Indenture dated as of May 29, 2002 by and among
ACL, ACL Capital Corp. and The Bank of New York (as
successor trustee to United States Trust Company of New
York) as Trustee (incorporated by reference to Exhibit 4.1
of ACL's Quarterly Report on Form 10-Q for period ending
June 28, 2002 and filed with the Commission on August 14,
2002).
+4.6 Indenture dated May 29, 2002 for 11 1/4% Senior Notes due
2008 by and among ACL, ACL Capital Corp., the Subsidiary
Guarantors (defined therein) party thereto and The Bank of
New York, as Trustee (incorporated by reference to Exhibit
T3C filed with Amendment No. 1 to ACL's Application for
Qualification of Indenture Under the Trust Indenture Act of
1939 on Form T-3, filed with the Commission on May 29, 2002
(File No. 022-28597)).
+4.7 Indenture dated May 29, 2002 for 12% Pay-In-Kind Senior
Subordinated Notes due 2008 by and among ACL, ACL Capital
Corp., the Subsidiary Guarantors (defined therein) party
thereto and The Bank of New York, as Trustee (incorporated
by reference to Exhibit T3C filed with Amendment No. 1 to
ACL's Application for Qualification of Indenture Under the
Trust Indenture Act of 1939 on Form T-3, filed with the
Commission on May 29, 2002 (File No. 022-28598)).
+4.8 Credit Agreement dated as of June 30, 1998 among ACL, ACL
Holdings, the Lenders (as defined therein) and The Chase
Manhattan Bank, as issuing bank, as administrative agent, as
security trustee and as collateral agent ("Credit
Agreement") (incorporated by reference to Exhibit 10.1 of
ACL's Registration Statement on Form S-4 filed with the
Commission on August 28, 1998, as amended (Registration No.
333-62227)).
+4.9 Amendment No. 1, Waiver and Agreement dated as of January
29, 1999 to Credit Agreement (incorporated by reference to
Exhibit 10.14 of ACL's 2000 Annual Report on Form 10-K for
the period ended December 29, 2000 and filed with the
Commission on March 29, 2001).
+4.10 Amendment and Waiver No. 2 dated as of December 13, 1999 to
Credit Agreement (incorporated by reference to Exhibit 10.15
of ACL's 2000 Annual Report on Form 10-K for the period
ended December 29, 2000 and filed with the Commission on
March 29, 2001).
+4.11 Consent and Waiver No. 3 dated as of June 1, 2000 to Credit
Agreement (incorporated by reference to Exhibit 10.16 of
ACL's 2000 Annual Report on Form 10-K for the period ended
December 29, 2000 and filed with the Commission on March 29,
2001).
+4.12 Amendment No. 4, Consent and Waiver dated as of October 13,
2000 to Credit Agreement (incorporated by reference to
Exhibit 10.17 of ACL's 2000 Annual Report on Form 10-K for
the period ended December 29, 2000 and filed with the
Commission on March 29, 2001).
3
EXHIBIT
NO. DESCRIPTION
------- -----------
+4.13 Amendment No. 5, Waiver and Agreement dated as of December
29, 2000 to Credit Agreement (incorporated by reference to
Exhibit 10.18 of ACL's 2000 Annual Report on Form 10-K for
the period ended December 29, 2000 and filed with the
Commission on March 29, 2001).
+4.14 Forbearance Agreement dated as of February 22, 2002 among
the Parent, ACL, the ACL subsidiary guarantors, the Lenders
(as defined therein), and The JPMorgan Chase Bank, as
administrative agent (incorporated by reference to Exhibit
10.20 of ACL's 2001 Annual Report on Form 10-K for the
period ended December 28, 2001 and filed with the Commission
on March 28, 2002).
+4.15 Amendment Agreement dated as of April 11, 2002 among ACL,
the Parent, the Lenders (as defined therein) party thereto
and The JPMorgan Chase Bank, as issuing bank, as
administrative agent, as security trustee and as collateral
agent (incorporated by reference to Exhibit 10.1 of ACL's
Quarterly Report on Form 10-Q for the period ended June 28,
2002 and filed with the Commission on August 14, 2002).
+4.16 Credit Agreement dated as of June 30, 1998, as Amended and
Restated as of April 11, 2002, among ACL, the Parent, the
Lenders (as defined therein) party thereto and The JPMorgan
Chase Bank, as issuing bank, as administrative agent, as
security trustee and as collateral agent (incorporated by
reference to Exhibit 10.2 of ACL's Quarterly Report on Form
10-Q for the period ended June 28, 2002 and filed with the
Commission on August 14, 2002).
+4.17 Amendment No. 1 and Agreement dated as of September 27, 2002
to the Amended and Restated Credit Agreement dated as of
April 11, 2002 among ACL, the Parent, the Lenders (as
defined therein) party thereto and The JPMorgan Chase Bank,
as issuing bank, as administrative agent, as security
trustee, and as collateral agent (incorporated by reference
to Exhibit 10.1 of ACL's Quarterly Report on Form 10-Q for
the period ended September 27, 2002 and filed with the
Commission on November 12, 2002).
#4.18 Credit Agreement, dated as of March 10, 2004, by and among
Covanta Energy Corporation and each of its Subsidiaries
party thereto, the Lenders listed therein, Bank of America,
N.A., and Deutsche Bank AG, New York Branch.
#4.19 Credit Agreement, dated as of March 10, 2004, by and among
Covanta Energy Corporation and each of its Subsidiaries
party thereto, the Lenders listed therein, and Bank One, NA.
#4.20 Indenture dated as of March 10, 2004 by and among Covanta
Energy Corporation, the Guarantors named therein, and U.S.
Bank National Association, as trustee, for the 8.25% Senior
Secured Notes due 2011.
#4.21 Indenture dated as of March 10, 2004 by and among Covanta
Energy Corporation and U.S. Bank Trust National Association,
as trustee for the 7.5% Unsecured Notes due 2012.
+4.22 Registration Rights Agreement dated November 8, 2002 among
Danielson Holding Corporation and S.Z. Investments, LLC.
+4.23 Registration Rights Agreement, dated as of December 2, 2003,
by and between Danielson Holding Corporation, D.E. Shaw
Laminar Portfolios, L.L.C., S.Z. Investments, L.L.C., and
Third Avenue Trust, on behalf of the Third Avenue Value Fund
Series, a Delaware business trust (incorporated by reference
to Exhibit 4.1 of Danielson Holding Corporation's Current
Report on Form 8-K dated December 2, 2003 and filed with the
Commission on December 5, 2003).
#4.24 Pledge Agreement, dated March 10, 2004, by and between
Danielson Holding Corporation and Bank of America, N.A. in
its capacity as collateral agent for and representative of
the Secured Parties as defined therein.
#4.25 Intercreditor Agreement, dated March 10, 2004, by and among
Covanta Energy Corporation, the Subsidiaries listed therein,
the Detroit L/C Lenders listed therein, the New L/C Lenders
listed therein, Bank of America, N.A., Bank One, NA,
Deutsche Bank Securities, Inc., Danielson Holding
Corporation, U.S. Bank National Association, and the
Companies listed therein.
#4.26 Intercreditor Agreement, dated March 10, 2004, by and among
Covanta Power International Holdings, Inc., the Subsidiaries
listed therein, Covanta Energy Americas, Inc., Revolver
Lenders listed therein, the Term Loan Lenders listed
therein, Bank of America, N.A., Deutsche Bank Securities,
Inc., Deutsche Bank AG, New York Branch, U.S. Bank National
Association, Wells Fargo Bank, N.A., and the Companies
listed therein.
4
EXHIBIT
NO. DESCRIPTION
------- -----------
#4.27 Security Agreement, dated March 10, 2004, by and among
Covanta Energy Corporation, the Other Borrowers listed
therein, any Additional Grantors, and Bank of America, N.A.
#4.28 Security Agreement, dated March 10, 2004, by and among
Covanta Power International Holdings, Inc., the Other
Borrowers listed therein, and Bank of America, N.A.
#4.29 Pledge Agreement, dated March 10, 2004, by and between
Covanta Energy Americas, Inc., and Bank of America, N.A.
#4.30 Security and Pledge Agreement, dated January 31, 2003, by
and among ACL, the Subsidiaries listed therein, the
Debtor-in Possession listed therein, and JPMorgan Chase
Bank.
#4.31 Revolving Credit and Guaranty Agreement, dated January 31,
2003, by and among ACL, ACL Holdings, the Guarantors listed
therein, the Lenders listed therein, JPMorgan Chase Bank,
J.P. Morgan Securities Inc., General Electric Capital
Corporation, and Bank One, NA.
#4.32 First Amendment to Revolving Credit and Guaranty Agreement,
dated March 13, 2003, by and among ACL, ACL Holdings, the
Guarantors listed therein, the Lenders listed therein,
JPMorgan Chase Bank, General Electric Capital Corporation,
and Bank One, NA.
#4.33 Second Amendment to Revolving Credit and Guaranty Agreement,
dated March 13, 2003, by and among ACL, ACL Holdings, the
Guarantors listed therein, the Lenders listed therein,
JPMorgan Chase Bank, General Electric Capital Corporation,
and Bank One, NA.
#4.34 Third Amendment to Revolving Credit and Guaranty Agreement,
dated December 22, 2003, by and among ACL, ACL Holdings, the
Guarantors listed therein, the Lenders listed therein,
JPMorgan Chase Bank, General Electric Capital Corporation,
and Bank One, NA.
#4.35 Fourth Amendment to Revolving Credit and Guaranty Agreement,
dated February 24, 2004, by and among ACL, ACL Holdings, the
Guarantors listed therein, the Lenders listed therein,
JPMorgan Chase Bank, General Electric Capital Corporation,
and Bank One, NA.
#4.36 First Preferred Fleet Mortgage, dated February 3, 2003, by
ACL in favor of JPMorgan Chase Bank.
#4.37 First Preferred Fleet Mortgage, dated February 3, 2003, by
Houston Fleet LLC in favor of JPMorgan Chase Bank.
#4.38 First Preferred Fleet Mortgage, dated February 3, 2003, by
Louisiana Dock Company LLC in favor of JPMorgan Chase Bank.
+10.1 Stock Purchase and Sale Agreement dated as of April 14, 1999
by and between Samstock, L.L.C. and Danielson Holding
Corporation (incorporated by reference to Exhibit 10.1 of
Danielson Holding Corporation's Report on Form 10-Q for the
period ended June 30, 1999 and filed with the Commission on
August 13, 1999).
+10.2 Amendment No. 1, Assignment and Consent to Assignment of
Stock Purchase and Sale Agreement dated May 7, 1999 among
Samstock, L.L.C., S.Z. Investments, LLC and Danielson
Holding Corporation (incorporated by reference to Exhibit
10.2 of Danielson Holding Corporation's Report on Form 10-Q
for the period ended June 30, 1999 and filed with the
Commission on August 13, 1999).
+10.3 Termination of Investment Agreement dated November 8, 2002
among Danielson Holding Corporation, Martin J. Whitman and
S.Z. Investments, LLC.
+10.4 Letter Agreement dated April 14, 1999 by and between Equity
Group Investments, L.L.C. and Danielson Holding Corporation
(incorporated by reference to Exhibit 10.5 of Danielson
Holding Corporation's Report on Form 10-Q for the period
ended June 30, 1999 and filed with the Commission on August
13, 1999).
+10.5 Amendment dated June 2, 1999 to Letter Agreement dated April
14, 1999 by and between Equity Group Investments, L.L.C. and
Danielson Holding Corporation (incorporated by reference to
Exhibit 10.6 of Danielson Holding Corporation's Report on
Form 10-Q for the period ended June 30, 1999 and filed with
the Commission on August 13, 1999).
*+10.6 1995 Stock and Incentive Plan. (Included as Amended Appendix
B to Proxy Statement filed on August 2, 2000.)
+10.7 Letter Agreement dated December 20, 2002 between Danielson
Holding Corporation, ACL and Credit Suisse First Boston
Corporation.
5
EXHIBIT
NO. DESCRIPTION
------- -----------
*+10.8 ACL Severance Pay Plan (incorporated by reference to Exhibit
10.10 of ACL's Annual Report on Form 10-K for the period
ended December 25, 1998 and filed with the Commission on
March 25, 1999).
*+10.9 ACL Salary Continuation Plan, as amended (incorporated by
reference to Exhibit 10.11 of ACL's Annual Report on Form
10-K for the period ended December 25, 1998 and filed with
the Commission on March 25, 1999).
+10.10 Receivables Purchase Agreement between American Commercial
Lines Funding Corporation, as Seller, American Commercial
Barge Line LLC, as Servicer, Jupiter Securitization
Corporation, as a Purchaser, The Financial Institutions from
time to time party thereto, as Purchasers and Bank One, NA
(Main Office Chicago), as Agent, dated as of May 24, 2002
(incorporated by reference to Exhibit 10.3 of ACL's
Quarterly Report on Form 10-Q for the period ended June 28,
2002 and filed with the Commission on August 14, 2002).
+10.11 First Amendment to Receivables Purchase Agreement dated as
of November 11, 2002 between American Commercial Lines
Funding Corporation, as Seller, American Commercial Barge
Line LLC, as Servicer, the financial institutions from time
to time party to the Receivables Purchase Agreement, as bank
inventors, Jupiter Securitization Corporation (together with
the bank investors, the Purchaser) and Bank One, NA (Main
Office Chicago), as agent (incorporated by reference to
Exhibit 10.2 of ACL's Quarterly Report on Form 10-Q for the
period ended September 27, 2002 and filed with the
Commission on November 12, 2002).
+10.12 Receivables Sales Agreement between American Commercial
Barge Line LLC, as an Originator, American Commercial
Terminals LLC, as an Originator, and American Commercial
Lines Funding Corporation, as Buyer, dated as of May 24,
2002 (incorporated by reference to Exhibit 10.4 of ACL's
Quarterly Report on Form 10-Q for the period ended June 28,
2002 and filed with the Commission on August 14, 2002).
*+10.13 Management Agreement by and between ACL and Michael C. Hagan
dated May 29, 2002 (incorporated by reference to Exhibit
10.5 of ACL's Quarterly Report on Form 10-Q for the period
ended June 28, 2002 and filed with the Commission on August
14, 2002).
*10.14 Separation and Termination Agreement by and between ACL and
Michael C. Hagan dated August 12, 2003.
*10.15 Separation Agreement by and between Danielson Holding
Corporation and Michael C. Hagan dated October 10, 2003.
*+10.16 Management Agreement by and between ACL and James J. Wolff
dated May 29, 2002 (incorporated by reference to Exhibit
10.6 of ACL's Quarterly Report on Form 10-Q for the period
ended June 28, 2002 and filed with the Commission on August
14, 2002).
*10.17 Release and Waiver of Employment and Separation from
Employment Claims by and between ACL and James J. Wolff
dated June 25, 2003.
*+10.18 Amendment of the Special Retirement Plan of ACL dated May
22, 2002 (incorporated by reference to Exhibit 10.7 of ACL's
Quarterly Report on Form 10-Q for the period ended June 28,
2002 and filed with the Commission on August 14, 2002).
*+10.19 Amendment of the Supplemental Savings Plan of Eligible
Executives of ACL dated May 22, 2002 (incorporated by
reference to Exhibit 10.8 of ACL's Quarterly Report on Form
10-Q for the period ended June 28, 2002 and filed with the
Commission on August 14, 2002).
#10.20 Engagement Letter, dated July 28, 2003, by and between
Danielson Holding Corporation and Credit Suisse First Boston
LLC.
+10.21 Investment and Purchase Agreement by and between Danielson
Holding Corporation and Covanta Energy Corporation, dated
December 2, 2003 (incorporated by reference to Exhibit 2.1
of Danielson Holding Corporation's Current Report on Form
8-K dated December 2, 2003 and filed with the Commission on
December 5, 2003), as amended by that certain Amendment to
the Investment and Purchase Agreement, made and entered into
on February 23, 2004, by and between the same parties
(incorporated by reference to Exhibit 2.3 of Danielson
Holding Corporation's Current Report on Form 8-K dated March
10 2004 and filed with the Commission on March 11, 2004).
6
EXHIBIT
NO. DESCRIPTION
------- -----------
+10.22 Note Purchase Agreement by and among Danielson Holding
Corporation, S.Z. Investments, L.L.C., Third Avenue Trust,
on behalf of Third Avenue Value Fund, and D. E. Shaw Laminar
Portfolios, L.L.C. dated December 2, 2003 (incorporated by
reference to Exhibit 2.2 of Danielson Holding Corporation's
Current Report on Form 8-K dated December 2, 2003 and filed
with the Commission on December 5, 2003), as amended by that
certain First Amendment to Note Purchase Agreement and
Consent, made and entered into as of February 23, 2004, by
and among the same parties (incorporated by reference to
Exhibit 2.4 of Danielson Holding Corporation's Current
Report on Form 8-K dated March 10, 2004 and filed with the
Commission on March 11, 2004).
+10.23 Letter Agreement by and between Danielson Holding
Corporation and D.E. Shaw Laminar Portfolios, L.L.C. dated
December 2, 2003 (incorporated by reference to Exhibit 10.1
of Danielson Holding Corporation's Current Report on Form
8-K dated December 2, 2003 and filed with the Commission on
December 5, 2003).
+10.24 Letter Agreement by and between Danielson Holding
Corporation and Equity Group Investments, L.L.C. dated
December 1, 2003 (incorporated by reference to Exhibit 10.2
of Danielson Holding Corporation's Current Report on Form
8-K dated December 2, 2003 and filed with the Commission on
December 5, 2003).
#10.25 Tax Sharing Agreement, dated as of March 10, 2004, by and
among Danielson Holding Corporation, Covanta Energy
Corporation, and Covanta Power International Holdings, Inc.
#10.26 Corporate Services Reimbursement Agreement, dated as of
March 10, 2004, by and between Danielson Holding Corporation
and Covanta Energy Corp.
+10.27 Corporate Services Reimbursement Agreement, dated as of
September 2, 2003, by and between Danielson Holding
Corporation and Equity Group Investments, L.L.C.
(incorporated by reference to Exhibit 10.1 of Danielson
Holding Corporation's Quarterly Report on Form 10-Q for the
period ended September 30, 2003 and filed with the
Commission on November 7, 2003).
#10.28 Credit Agreement, dated as of March 10,. 2004, by and among
Covanta Power International Holdings, Inc. and each of its
Subsidiaries party thereto, the Lenders listed therein, Bank
of America, N.A., and Deutsche Bank Securities, Inc.
#10.29 Credit Agreement, dated as of March 10,. 2004, by and among
Covanta Power International Holdings, Inc. and each of its
Subsidiaries party thereto, the Lenders listed therein, and
Deutsche Bank AG, New York Branch.
#10.30 Management Services and Reimbursement Agreement, dated March
10, 2004, by among Covanta Energy Corporation, Covanta
Energy Group, Inc., Covanta Projects, Inc., Covanta Power
International Holdings, Inc., and certain Subsidiaries
listed therein.
+21.1 Subsidiaries of Danielson Holding Corporation. (incorporated
by reference to Exhibit 21 of Danielson Holding
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, and filed with the Commission on
March 28, 1997).
23.1 Consent of Independent Accountants of American Commercial
Lines LLC, dated May 17, 2004, by PricewaterhouseCoopers
LLP.
23.2 Consent of Independent Auditors of Danielson Holding
Corporation and Subsidiaries, dated May 13, 2004, by Ernst &
Young LLP
23.3 Consent of Independent Auditors of American Commercial
Lines, LLC and Subsidiaries, dated May 13, 2004, by Ernst &
Young LLP
23.4 Consent of Independent Auditors of Danielson Holding
Corporation and Subsidiaries, dated May 17, 2004, by KPMG
LLP
31.1 Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).
31.2 Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended).
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Chief Executive Officer of Danielson Holding
Corporation.
7
EXHIBIT
NO. DESCRIPTION
------- -----------
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Chief Financial Officer of Danielson Holding
Corporation.
---------------
+ Not filed herewith. In accordance with Rule 12b-32 of the General Rules and
Regulations under the Securities and Exchange Act of 1934, reference is made
to the document previously filed with the Commission.
* Management Contract or Compensatory Plan or Arrangement.
(b) DHC filed a current report on Form 8-K dated November 7, 2003 to file
its press release announcing its earnings for the quarter ended
September 20, 3003. DHC filed a current report on Form 8-K dated
December 2, 2003 to report its proposed acquisition of Covanta.
(c) Exhibits: See Index to Exhibits.
# Incorporated by reference to Danielson Holding Corporation's Annual Report on
Form 10-K for the year ended December 31, 2003, as filed with the Securities
and Exchange Commission on March 15, 2004.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Danielson Holding Corporation
(Registrant)
By: /s/ JEFFREY R. HOROWITZ
---------------------------------------
Jeffrey R. Horowitz
President and Chief Executive Officer
May 18, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME DATE TITLE
---- ---- -----
/s/ JEFFREY R. HOROWITZ May 18, 2004 President and Chief Executive Officer
---------------------------------------- (Principal Executive Officer)
Jeffrey R. Horowitz
/s/ PHILIP G. TINKLER May 18, 2004 Chief Financial Officer (Principal
---------------------------------------- Financial and Accounting Officer)
Philip G. Tinkler * Attorney-in-Fact
/s/ SAMUEL ZELL May 18, 2004 Chairman of DHC Board of Directors
----------------------------------------
Samuel Zell
* DAVID M. BARSE May 18, 2004 Director
----------------------------------------
David M. Barse
* RICHARD L. HUBER May 18, 2004 Director
----------------------------------------
Richard L. Huber
* EUGENE M. ISENBERG May 18, 2004 Director
----------------------------------------
Eugene M. Isenberg
/s/ WILLIAM C. PATE May 18, 2004 Director
----------------------------------------
William C. Pate
* JEAN SMITH May 18, 2004 Director
----------------------------------------
Jean Smith
* JOSEPH P. SULLIVAN May 18, 2004 Director
----------------------------------------
Joseph P. Sullivan
* MARTIN J. WHITMAN May 18, 2004 Director
----------------------------------------
Martin J. Whitman
* CLAYTON YEUTTER May 18, 2004 Director
----------------------------------------
Clayton Yeutter
9
DANIELSON HOLDING CORPORATION
EXHIBIT INDEX
List of Exhibits filed with this Form 10-K/A:
EXHIBIT
NO. EXHIBIT
------- -------
23.1 Consent of Independent Accountants of American Commercial
Lines LLC, dated May 17, 2004, by PricewaterhouseCoopers LLP
23.2 Consent of Independent Auditors of Danielson Holding
Corporation and Subsidiaries, dated May 13, 2004, by Ernst &
Young LLP
23.3 Consent of Independent Auditors of American Commercial
Lines, LLC and Subsidiaries, dated May 13, 2004, by Ernst &
Young LLP
23.4 Consent of Independent Auditors of Danielson Holding
Corporation and Subsidiaries, dated May 17, 2004, by KPMG
LLP
31.1 Certification of the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended)
31.2 Certification of the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (pursuant to
Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange
Act, as amended)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Chief Executive Officer of Danielson Holding
Corporation
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
from the Chief Financial Officer of Danielson Holding
Corporation