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 event reported: December 31, 1996 DANIELSON HOLDING CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-6732 95-6021257 (State of Incorporation) (Commission File (IRS Employer Number) Identification No.) 767 Third Avenue, New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 888-0347 Exhibit Index is located on Page 4 Page 1 of 5 Item 2. Acquisition or Disposition of Assets On December 31, 1996, the Registrant consumated the sale of its trust subsidiary, Danielson Trust Company ("Danielson Trust") to North American Fiduciary Services, Inc. ("NAFS"), the parent of North American Trust Company ("NATCO") for a purchase price of $3,000,000.00. The sale was effectuated by the merger of Danielson Trust into NATCO, with NATCO being the survivor. The transaction was first announced on October 11, 1996. Item 7. Financial Statements and Exhibits A. Exhibits The following exhibits are filed as part of this report. 10.1 Stock Sale Agreement dated October 10, 1996 between Danielson Holding Corporation and North American Trust Company 10.2 Assignment and Assumption Agreement and Acknowledgment dated December 16, 1996 by and between North American Trust Company, North American Fiduciary Services, Inc. and Danielson Holding Corporation 10.3 Merger Agreement dated December 31, 1996 by and among North American Trust Company, North American Fiduciary Services, Inc., Danielson Trust Company and Danielson Holding Corporation Page 2 of 5 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. January 8, 1997 DANIELSON HOLDING CORPORATION By: /s/ David M. Barse David M. Barse President Page 3 of 5 EXHIBIT INDEX EXHIBIT PAGE NUMBER DOCUMENT NUMBER 10.1 Stock Sale Agreement dated October 10, 1996 between Danielson Holding Corporation and North American Trust Company 5 10.2 Assignment and Assumption Agreement and Acknowledgment dated December 31, 1996 by and between North American Trust Company, North American Fiduciary Services, Inc. and Danielson Holding Corporation X 10.3 Merger Agreement dated December 31, 1996 by and among North American Trust Company, North American Fiduciary Services, Inc., Danielson Trust Company and Danielson Holding Corporation X Page 4 of 5