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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Danielson Holding Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
236274106
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(CUSIP Number)
D. E. Shaw Laminar Portfolios, L.L.C.
Attn: Compliance Department
120 West Forty-Fifth Street
Floor 39, Tower 45
New York, NY 10036
212-478-0000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven Wilamowsky, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
December 2, 2003
--------------------------------------------------------------------------------
(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 Sections 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).
SCHEDULE 13D
CUSIP NO. 236274106 PAGE 1 OF 11 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw Laminar Portfolios, L.L.C.
FEIN 01-0577802
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (see Item 3 of this Schedule 13D)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,788,127
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
2,788,127
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,788,127
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
--------
1 Based on a total of 35,814,749 outstanding shares of Common Stock derived
from (i) 30,693,896 shares of Common Stock outstanding as of November 7,
2003, as set forth in the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 2003, and (ii) 5,120,853 issued on December 2,
2003 pursuant to the Note Purchase Agreement.
CUSIP NO. 236274106 PAGE 2 OF 11 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.P.
FEIN 13-3695715
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (see Item 3 of this Schedule 13D)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,788,127
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
2,788,127
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,788,127
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
--------------------------------------------------------------------------------
--------
1 Based on a total of 35,814,749 outstanding shares of Common Stock derived
from (i) 30,693,896 shares of Common Stock outstanding as of November 7,
2003, as set forth in the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 2003, and (ii) 5,120,853 issued on December 2,
2003 pursuant to the Note Purchase Agreement.
CUSIP NO. 236274106 PAGE 3 OF 11 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. E. Shaw & Co., L.L.C.
FEIN 13-3799946
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (see Item 3 of this Schedule 13D)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,788,127
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
2,788,127
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,788,127
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
--------
1 Based on a total of 35,814,749 outstanding shares of Common Stock derived
from (i) 30,693,896 shares of Common Stock outstanding as of November 7,
2003, as set forth in the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 2003, and (ii) 5,120,853 issued on December 2,
2003 pursuant to the Note Purchase Agreement.
CUSIP NO. 236274106 PAGE 4 OF 11 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David E. Shaw
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC (see Item 3 of this Schedule 13D)
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
2,788,127
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
2,788,127
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,788,127
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(1)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
--------
1 Based on a total of 35,814,749 outstanding shares of Common Stock derived
from (i) 30,693,896 shares of Common Stock outstanding as of November 7,
2003, as set forth in the Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 2003, and (ii) 5,120,853 issued on December 2,
2003 pursuant to the Note Purchase Agreement.
ITEM 1. SECURITY AND THE ISSUER
This statement on Schedule 13D relates to the common stock, par value
$0.10 per share ("Common Stock"), of Danielson Holding Corporation, a Delaware
corporation ("Issuer"), and is being filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1933, as amended (the "Exchange Act"). The principal
executive offices of the Issuer are located at Two North Riverside Plaza, Suite
600, Chicago, IL 60606.
ITEM 2. IDENTITY AND BACKGROUND
(a),(f) This statement is 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"). The
Reporting Persons are filing jointly and the agreement among the Reporting
Persons to file jointly is attached hereto as Exhibit 2 and incorporated herein
by reference.
(b) The business address and principal office, as applicable, of all
Reporting Persons is 120 West Forty-Fifth Street, Floor 39, Tower 45, New York,
NY 10036.
(c) The principal business of Laminar is that of a limited liability
company focusing primarily on distressed-securities related investment
strategies. Laminar has no executive officers or directors. The principal
business of DESCO LP is to act as an investment adviser to certain funds,
including without limitation Laminar. The principal business of DESCO LLC is
to act as managing member to certain funds, including without limitation
Laminar. D. E. Shaw & Co., Inc. ("DESCO Inc."), a Delaware corporation, is
the general partner of DESCO LP. D. E. Shaw & Co. II, Inc. ("DESCO II,
Inc."), a Delaware corporation, is the managing member of DESCO LLC. David
E. Shaw is the president and sole shareholder of DESCO Inc. and DESCO II, Inc.
(d),(e) During the last five years, neither any Reporting Person nor,
to the best knowledge of any Reporting Person, any person named in Item 2, has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In acquiring 227,700 shares of the Issuer's Common Stock owned prior to
December 2, 2003, Laminar expended approximately $312,564 of working capital
(net of brokerage commissions).
On December 2, 2003, Laminar executed a Note Purchase Agreement (the "Note
Purchase Agreement") among the Issuer, Laminar, SZ Investments, L.L.C. ("SZI")
and Third Avenue Trust, on behalf of the Third Avenue Value Fund Series ("Third
Avenue"), pursuant to which each of Laminar, SZI and Third Avenue agreed,
severally, to provide the Issuer with a bridge loan in the aggregate principal
amount of $40,000,000 (the "Bridge Loan"). In connection with such transaction,
the Issuer issued (i) an aggregate of 5,120,853 shares of its Common Stock which
represent consideration for Laminar, SZI and Third Avenue agreeing to provide
the Bridge Loan, to Laminar, SZI and Third Avenue (the "Allocation Shares"), of
which 2,560,427 were issued to Laminar (the "Laminar Allocation Shares"), and
(ii) convertible notes, which are convertible for the Issuer's Common Stock in
certain specified and limited circumstances, in an aggregate principal amount of
$40,000,000 to Laminar, SZI and Third Avenue, including $20,000,000 to Laminar
(the "Laminar Note"), which were issued in consideration for the Bridge Loan.
Pursuant to the Note Purchase Agreement, the Issuer has agreed to use the
proceeds of the Bridge Loan (a) to purchase the equity of Covanta Energy
Corporation ("Covanta") pursuant to a reorganization plan under Chapter 11
proceedings in the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"), (b) to pay fees and expenses related to the
acquisition of Covanta, and (c) for general corporate purposes. In the event the
purchase of Covanta does not occur for any reason other than any default of the
Issuer, the Laminar Note would remain outstanding and would be required to be
repaid pursuant to its terms, and the Issuer has the right to redeem all of the
Allocation Shares issued to Laminar, SZI, and Third Avenue pursuant to the Note
Purchase Agreement for aggregate consideration of $4.00.
A copy of the Note Purchase Agreement is referenced herein as Exhibit 3
and incorporated herein by reference.
All funds used in providing Laminar's portion of the Bridge Loan were
obtained from the working capital of Laminar.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition of the Laminar Allocation Shares and the Laminar Note were
effected for the purpose of investing in the Issuer. Pursuant to the Note
Purchase Agreement, the Issuer intends to use such funds to purchase the equity
of Covanta, pay fees and expenses related thereto, and for the Issuer's general
corporate purposes.
Upon the Bankruptcy Court's approval of the reorganization plan and after
closing of the acquisition of Covanta, the Issuer has agreed to use all
commercially reasonable efforts to initiate a rights offering (the "Possible
Rights Offering"). In connection with the Possible Rights Offering, each of
Laminar, SZI and Third Avenue would have the right to acquire additional shares
of the Issuer's Common Stock and each has agreed to exercise such right in the
same proportion as the public as set forth in the Note Purchase Agreement. The
Issuer has agreed to use the proceeds of the Possible Rights Offering to prepay
the convertible notes. To the extent the proceeds of the Possible Rights
Offering are insufficient to prepay the entire principal amount of the
convertible notes outstanding, the convertible notes will automatically convert
into shares of the Issuer's Common Stock at a conversion price of $1.53 per
share. In addition to Common Stock that may be acquired by each of Laminar, SZI,
and Third Avenue in the Possible Rights Offering, Laminar has agreed to acquire,
if the Possible Rights Offering is consummated, additional shares of Common
Stock and to
convert a portion of the Laminar Note into such Common Stock. Pursuant to the
Note Purchase Agreement, the convertible notes will remain outstanding to the
extent any conversion would result in an "ownership change" of the Issuer under
the Internal Revenue Code. Laminar's ability to acquire additional Common Stock
of the Issuer pursuant to the Note Purchase Agreement, as set forth above, is
conditional upon several factors, including in certain circumstances, the
closing of the acquisition of Covanta and the consummation of the Possible
Rights Offering by the Issuer. The total number of shares Laminar would be
able to acquire pursuant to the Note Purchase Agreement is based on facts to be
determined in the future. Pursuant to the Note Purchase Agreement, after the
closing of the acquisition of Covanta and the completion of the Possible Rights
Offering by the Issuer, Laminar believes it would own a maximum of between
14,305,435 and 16,203,624 shares of Common Stock of the Issuer (including the
Subject Shares (as defined in Item 5 below)).
In connection with the Note Purchase Agreement, the Issuer has granted
Laminar, SZI, and Third Avenue certain registration rights, as set forth in a
Registration Rights Agreement dated as of December 2, 2003, by and among the
Issuer, Laminar, SZI, and Third Avenue (the "Registration Rights Agreement"). A
copy of the Registration Rights Agreement is referenced herein as Exhibit 4 and
incorporated herein by reference.
The Note Purchase Agreement contains certain restrictive covenants pursuant
to which the Issuer has agreed not to, without the consent of holders of 66 2/3%
of the principal amount of the convertible notes issued to Laminar, SZI and
Third Avenue, among other things, pay dividends on any of its securities until
the convertible notes are converted or repaid in full.
As is applicable to all holders of 5% or more of the Issuer's Common Stock,
Laminar will be subject to restrictions contained in the Issuer's Certificate of
Incorporation, which limit stock transfers by 5% or greater shareholders and
prohibits parties from acquiring 5% or more of the Issuer's Common Stock without
the Issuer's consent. In connection with the Note Purchase Agreement, Laminar
and the Issuer have entered into a letter agreement (the "Letter Agreement")
dated December 2, 2003, which pre-approves under the Issuer's Certificate of
Incorporation the future disposition of certain shares of the Common Stock
acquired by Laminar pursuant to the Note Purchase Agreement, including the
Laminar Allocation Shares and the Common Stock issuable to Laminar upon
conversion of the Laminar Note, in such amounts and in such circumstances as set
forth in the Letter Agreement. A copy of the Letter Agreement is attached hereto
as Exhibit 5 and incorporated herein by reference.
The summaries contained in this Schedule 13D of certain provisions of each
of the Note Purchase Agreement, the Registration Rights Agreement, the Letter
Agreement, and all other documents attached hereto as exhibits are not intended
to be complete and are qualified in their entirety by each respective agreement
attached or referenced as Exhibits to this Schedule 13D and incorporated herein
by reference. The summary contained in this Schedule 13D of certain provisions
of the Issuer's Certificate of Incorporation is not intended to be complete and
is qualified in its entirety by the Certificate of Incorporation, as amended,
filed by the Issuer as Exhibit 3.1 to the Issuer's Annual Report on Form 10K for
the period ended December 31, 1999.
Subject to the Issuer's Certificate of Incorporation and the Letter
Agreement, Laminar intends to continue to review its investment in the Common
Stock and, from time to time depending upon certain factors, including without
limitation the financial performance of the Issuer, the availability and price
of shares of Common Stock, other general market and investment conditions, and
any restrictions under applicable law may determine to acquire through open
market purchases or otherwise additional shares of
Common Stock, or may determine to sell through the open market or
otherwise, in each case, subject to the limitations of the Note Purchase
Agreement and the Letter Agreement. Pursuant to the Note Purchase Agreement,
Laminar has agreed with the Issuer not to acquire, or permit any of its
controlled affiliates to acquire, any shares of Common Stock of the Issuer
before the closing of the Possible Rights Offering.
Except as stated above, no Reporting Person nor, to the best knowledge of
any Reporting Person, any of the persons listed in Item 2, has any plans or
proposals of the types referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) To the knowledge of the Reporting Persons, based upon the Issuer's
Quarterly Report on Form 10-Q for the period ended September 30, 2003, there
were 30,693,896 shares of Common Stock outstanding as of November 7, 2003. Based
upon the foregoing, the 2,788,127 shares of Common Stock beneficially owned by
Laminar (the "Subject Shares") represent approximately 7.8% of the issued and
outstanding Common Stock, after giving effect to the 5,120,853 Allocation Shares
issued pursuant to the Note Purchase Agreement.
Laminar has beneficial ownership of the Subject Shares pursuant to the
Note Purchase Agreement; provided, however, that it is not able to transfer such
shares prior to the earlier of July 15, 2004 and the closing of the Possible
Rights Offering.
(b) Laminar currently has the power to vote or to direct the vote of
the Subject Shares owned by Laminar.
DESCO LP as Laminar's investment adviser and DESCO LLC as Laminar's
managing member also may be deemed to have the power to vote or direct the vote
of the Subject Shares. As general partner of DESCO LP, DESCO Inc. may be
deemed to have the power to vote or to direct the vote of the Subject Shares.
As managing member of DESCO LLC, DESCO II, Inc. has the power to vote or to
direct the vote of the Subject Shares. None of DESCO LP, DESCO LLC, DESCO Inc.
or DESCO II, Inc. owns any shares of the Issuer directly and each such entity
disclaims beneficial ownership of the Subject Shares.
David E. Shaw does not own any shares of the Issuer directly. By virtue
of David E. Shaw's position as president and sole shareholder of DESCO Inc.,
which is the general partner of DESCO LP, and by virtue of David E. Shaw's
position as president and sole shareholder of DESCO II, Inc., which is the
managing member of DESCO LLC, David E. Shaw may be deemed to have the power to
vote or direct the vote of, and the power to dispose or direct the disposition
of, the Subject Shares owned by Laminar, constituting 7.8% of the outstanding
shares and, therefore, David E. Shaw may be deemed to be the beneficial owner
of such shares. David E. Shaw disclaims beneficial ownership of the Subject
Shares.
Each of the Reporting Persons, DESCO Inc. and DESCO II, Inc. disclaims
beneficial ownership of any of the Issuer's Common Stock issuable to Laminar
upon conversion of the Laminar Note or
otherwise pursuant to the Note Purchase Agreement other than the Laminar
Allocation Shares.
Each of the Reporting Persons, DESCO Inc., and DESCO II, Inc. disclaims
beneficial ownership of any securities of the Issuer beneficially owned by SZI
or Third Avenue.
As of the date hereof, neither any Reporting Person, nor to the best
knowledge of any Reporting Person, any of the persons set forth in Item 2, owns
any shares of Common Stock other than the shares owned by Laminar.
(c) Except as set forth above, during the last 60 days, no
transactions in the Common Stock were effected by any Reporting Person, or to
the best knowledge of any Reporting Person, any of the persons set forth in
Item 2.
(d) No person other than the Reporting Persons has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of shares of Common Stock owned by Laminar.
Clause (e) of Item 5 of Schedule 13D is not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Note Purchase Agreement, Laminar and Third Avenue,
severally and not jointly, have agreed with the Issuer that upon acquisition by
each of Laminar and Third Avenue respectively of 10% or more of the Common
Stock, such entity shall not vote or direct the vote with respect to issues
directly affecting the Issuer's insurance company subsidiaries, including the
management, policies and operations of the Issuer's insurance subsidiaries. Each
of Laminar and Third Avenue has filed, severally and not jointly, a Disclaimer
of Affiliation and Control with each of the insurance regulators in the States
of California and Montana. Copies of the Disclaimer of Affiliation and Control,
as amended, filed by Laminar in the States of California and Montana are
attached hereto as Exhibits 6 and 7 respectively and are incorporated by
reference herein.
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 Power of Attorney, granted by David E. Shaw in favor of Stuart
Steckler, dated February 5, 2001.
Exhibit 2 Joint Filing Agreement, by and among the Reporting Persons, dated
December 12, 2003.
Exhibit 3 Note Purchase Agreement, by and among Danielson Holding
Corporation, D. E. Shaw Laminar Portfolios, L.L.C., SZ
Investments, L.L.C., and Third Avenue Trust on behalf of the
Third Avenue Value Fund Series, dated as of December 2, 2003
(Incorporated by reference to Exhibit 2.2 of the Current
Report on Form 8-K filed by Danielson Holding Corporation on
December 5, 2003).
Exhibit 4 Registration Rights Agreement, by and among Danielson Holding
Corporation, D. E. Shaw Laminar Portfolios, L.L.C., SZ
Investments, L.L.C., and Third Avenue Trust on behalf of the
Third Avenue Value Fund Series, dated as of December 2, 2003
(Incorporated by reference to Exhibit 4.1 of the Current
Report on Form 8-K filed by Danielson Holding Corporation on
December 5, 2003).
Exhibit 5 Letter Agreement between Danielson Holding Corporation and D. E.
Shaw Laminar Portfolios, L.L.C., dated as of December 2, 2003.
Exhibit 6 Disclaimer of Affiliation and Control, submitted by D. E. Shaw
Laminar Portfolios, L.L.C. to the Insurance Commissioner of the
State of California, dated December 2, 2003, as amended by the
Amendment and Supplement to Disclaimer of Affiliation and
Control, dated December 12, 2003.
Exhibit 7 Disclaimer of Affiliation and Control, submitted by D. E. Shaw
Laminar Portfolios, L.L.C. to the Insurance Commissioner of the
State of Montana, dated December 2, 2003, as amended by the
Amendment and Supplement to Disclaimer of Affiliation and
Control, dated December 12, 2003.
SIGNATURES
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. A Power of Attorney, dated February 5, 2001 granted by
David E. Shaw in favor of Stuart Steckler is attached hereto as Exhibit 1 and
incorporated herein by reference.
Dated: December 12, 2003
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
BY: D. E. SHAW & CO., L.L.C.,
as managing member
By: /s/ Stuart Steckler
-------------------
Name: Stuart Steckler
Title: Managing Director
D. E. SHAW & CO., L.P.
By: /s/ Stuart Steckler
-------------------
Name: Stuart Steckler
Title: Managing Director
D. E. SHAW & CO., L.L.C.
By: /s/ Stuart Steckler
-------------------
Name: Stuart Steckler
Title: Managing Director
DAVID E. SHAW
By: /s/ Stuart Steckler
-------------------
Name: Stuart Steckler
Title: Attorney-in-Fact for David E. Shaw