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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Danielson Holding Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
236274106
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(CUSIP Number)
D. E. Shaw Laminar Portfolios, L.L.C.
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Attn: Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
January 31, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Amendment No. 2 amends and supplements the Schedule 13D originally
filed on December 12, 2003 and is being filed on behalf of D. E. Shaw Laminar
Portfolios, L.L.C., a Delaware limited liability company ("Laminar"), D. E. Shaw
& Co., L.P., a Delaware limited partnership ("DESCO LP"), D. E. Shaw & Co.,
L.L.C., a Delaware limited liability company ("DESCO LLC"), and David E. Shaw, a
citizen of the United States of America (David E. Shaw, together with Laminar,
DESCO LP and DESCO LLC, collectively, the "Reporting Persons"), relating to the
common stock, par value $0.10 per share ("Common Stock"), of Danielson Holding
Corporation, a Delaware corporation ("Issuer").
Unless otherwise defined, capitalized terms used in this Amendment No. 2
shall have the meaning ascribed to them in the original Schedule 13D filed by
the Reporting Persons on December 12, 2003.
Item 3. Source and Amount of Funds or Other Consideration.
The information in this Item 3 is hereby amended and supplemented by
inserting the following text immediately after the last paragraph of this Item
3:
Laminar and the Issuer have entered into an Equity Commitment for Rights
Offering (the "Equity Commitment"), a copy of which is attached hereto as
Exhibit 2 and incorporated herein by reference. Pursuant to the Equity
Commitment, the Issuer has indicated that it expects to commence a rights
offering of approximately $400 million of newly-issued shares of its Common
Stock, for a purchase price not to exceed $6.00 per share (the "Rights
Offering"). Laminar has agreed to participate in the rights offering and to
acquire its pro rata portion of the shares offered.
For Laminar's commitments, the Issuer will pay Laminar an amount equal to
1.5% to 2.25% of its respective equity commitment, depending on the timing of
the transaction. The Issuer also agreed to amend an existing registration rights
agreement to provide the right to demand that the Issuer undertake an
underwritten offering as provided in the attached exhibit in order to provide
Laminar with liquidity.
The Issuer and Laminar have also executed a letter agreement (the "Letter
Agreement") pursuant to which the Issuer agreed that if the previously announced
rights offering for up to three million shares of its common stock to certain
holders of 9.25% debentures issued by Covanta Energy Corporation ("Covanta") at
a purchase price of $1.53 per share (the "9.25% Offering") has not closed prior
to the record date for the Rights Offering, then the Issuer will revise the
9.25% Offering so that the holders that participate in the 9.25% Offering are
offered additional shares of the Issuer's common stock at the same purchase
price as in the Rights Offering and in an amount equal to the number of shares
of common stock that such holders would have been entitled to purchase in the
Rights Offering if the 9.25% Offering was consummated on or prior to the record
date for the Rights Offering. The Letter Agreement is attached hereto as Exhibit
3 and is hereby incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
The information in this Item 5(a) is hereby amended and restated with the
following text:
(a) To the knowledge of the Reporting Persons, there are 72,816,011 shares
of Common Stock outstanding as of November 1, 2004, based upon information
contained in the Form 10-Q filed by the Issuer with respect to the quarterly
period ended September 30, 2004. Based upon the foregoing, the 13,629,222 shares
of Common Stock owned by Laminar (the "Subject Shares") represent approximately
18.7% of the issued and outstanding Common Stock of the Issuer.
If the transactions contemplated by the Equity Commitment and the Letter
Agreement are consummated, the Reporting Persons will acquire additional shares
of Common Stock. The number of shares and percentage of the outstanding shares
of Common Stock that the Reporting Persons will own after giving effect to such
acquisitions cannot be determined until the transactions are consummated.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information in this Item 6 is hereby amended and supplemented by
inserting the following text after the first paragraph of this Item 6:
Except for the matters described herein, neither the Reporting Persons nor,
to the best knowledge of any Reporting Person, any of the persons listed in Item
2 has any contract, arrangement, understanding or relationship with any person
with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
Exhibit 1 Powers of Attorney, granted by David E. Shaw in favor of Julius
Gaudio, dated February 24, 2004.
Exhibit 2 Equity Commitment for Rights Offering, by and between Danielson
Holding Corporation and D. E. Shaw Laminar Portfolios, L.L.C.,
dated January 31, 2005.*
Exhibit 3 Letter Agreement, by and between Danielson Holding Corporation
and D. E. Shaw Laminar Portfolios, L.L.C., dated January 31,
2005.+
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* Incorporated herein by reference to Exhibit 10.5 to the Issuer's Current
Report on Form 8-K, filed on February 2, 2005
+ Incorporated herein by reference to Exhibit 10.6 to the Issuer's Current
Report on Form 8-K, filed on February 2, 2005
SIGNATURES
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After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not jointly,
certifies that the information set forth in this statement is true, complete and
correct. Powers of Attorney, dated February 24, 2004 granted by David E. Shaw in
favor of Julius Gaudio are attached hereto as Exhibit 1 and incorporated herein
by reference.
Dated: February 4, 2005
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D. E. SHAW & cO., l.l.c.,
as managing member
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Director
D. E. SHAW & CO., L.P.
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Director
D. E. SHAW & CO., L.L.C.
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Managing Director
DAVID E. SHAW
By: /s/ Julius Gaudio
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Name: Julius Gaudio
Title: Attorney-in-Fact for
David E. Shaw