SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 22, 2002
Covanta Energy Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-3122 13-5549268
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
40 Lane Road, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 882-9000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On January 22, 2002, Covanta Energy Corporation issued two press
releases, copies of which are attached hereto as Exhibit A and Exhibit B,
respectively.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibit: Not applicable.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Date: January 22, 2002
COVANTA ENERGY CORPORATION
By: /s/ Jeffrey R. Horowitz
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Name: Jeffrey R. Horowitz
Title: Senior Vice President - Legal Affairs
and Secretary
EXHIBIT A
COVANTA ENERGY Logo
FOR IMMEDIATE RELEASE
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COVANTA EXPECTS TO ANNOUNCE CHIEF FINANCIAL OFFICER PROMPTLY
FAIRFIELD, NJ, January 22, 2002 - Covanta Energy Corporation (NYSE: COV) today
announced the resignation of Executive Vice President and Chief Financial
Officer Edward Moneypenny, effective February 1, 2002. Mr. Moneypenny has been
appointed senior vice president and chief financial officer of 7-Eleven, Inc. in
Dallas, Texas, where he has lived for the past 23 years.
Covanta also announced that it has reached agreement with a candidate for the
position and expects to announce that individual's appointment promptly. The
executive search firm of Seiden Krieger Associates, Inc. conducted the search
for this position.
Scott G. Mackin, President and Chief Executive Officer, said, "I want to thank
Ed for all his hard work and service to Covanta. He joined the Company early
last year and has played an important role in our financial restructuring
process. In addition, he has helped us strengthen our internal reporting
systems. While his services will be missed as we continue the strategic review
process that is currently underway, we wish him all the best in returning to the
Dallas business community, where he has worked for more than 20 years."
* * *
Covanta Energy Corporation is an internationally recognized designer, developer,
owner and operator of power generation projects and provider of related
infrastructure services. The Company's independent power business develops,
structures, owns, operates and maintains projects that generate power for sale
to utilities and industrial users worldwide. Its waste-to-energy facilities
convert municipal solid waste into energy for numerous communities,
predominantly in the United States. The Company also offers single-source
design/build/operate capabilities for water and wastewater treatment
infrastructures. Additional information about Covanta can be obtained via the
Internet at www.covantaenergy.com, or through the Company's automated
information system at 866-COVANTA (268-2682).
* * *
Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Covanta believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct.
Factors that could cause Covanta's actual results to differ materially from
those contemplated in the forward-looking statements above include, among
others, the following:
o Economic, capital market and other business conditions effecting power
generation enterprises specifically and commerce generally including
interest, inflation and exchange rates; weather conditions;
creditworthiness of customers and suppliers, changes in fuel costs and
supply; unscheduled outages; environmental incidents; electric
transmission restraints and risks and uncertainties associated with the
recently deregulated energy industry;
o Trade, monetary, fiscal, taxation, energy regulation and environmental
policies of governments, agencies and similar organizations in
geographic areas where Covanta has a financial interest;
o Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar
entities with regulatory oversight, including without limitation the
impact of newly adopted FASB 133 relating to accounting for derivatives
which is effective beginning January 1, 2001. The impact of FASB 133
will vary between accounting periods based on changes in pricing of
various items bought and sold by the Company.
o Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;
o Limitations on Covanta's ability to control the development or operation
of projects in which Covanta has less than 100% interest;
o The lack of operating history at development projects provides only a
limited basis for management to project the results of future
operations.
* * *
Contacts: Investor Relations:
Louis M. Walters, 973-882-7260
Media Relations:
David Lilly, Eric Berman
Kekst & Company, 212-521-4800
# # #
EXHIBIT B
COVANTA ENERGY Logo
FOR IMMEDIATE RELEASE
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COVANTA ANNOUNCES APPOINTMENT OF ROBERT S. SHAPARD AS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FAIRFIELD, NJ, January 22, 2002 - Covanta Energy Corporation (NYSE: COV) today
announced the appointment of Robert S. Shapard as Executive Vice President and
Chief Financial Officer, effective February 4, 2002. Mr. Shapard succeeds Edward
Moneypenny, who has been appointed senior vice president and chief financial
officer of 7-Eleven, Inc. in Dallas, Texas, where he has lived for the past 23
years.
Until recently, Mr. Shapard served as Executive Vice President and Chief
Financial Officer of Ultramar Diamond Shamrock (UDS), one of the largest
independent refining and marketing companies in North America. UDS recently
completed its merger with Valero Energy Corporation. He will report to President
and Chief Executive Officer Scott G. Mackin and his responsibilities will
include corporate finance, strategic planning, treasury, investor relations,
accounting, risk management, tax and internal audit.
Mr. Mackin said, "Bob Shapard brings to Covanta more than 20 years of experience
in the energy industry, including strategic planning, finance, investor
relations, accounting, tax, internal audit and information technology. With his
background and expertise, I am confident he will contribute significantly to
Covanta's future and I look forward to working with him."
Mr. Shapard, 46, has served as Executive Vice President and Chief Financial
Officer of Ultramar Diamond Shamrock since August 2000. Since that time, he has
completed a business review for UDS, restructured its funding and capitalization
and conducted an evaluation of UDS' strategic alternatives.
Prior to joining UDS, Mr. Shapard spent more than 20 years with TXU Corporation,
a diversified international energy company, including, most recently, positions
as Chief Executive Officer of TXU Australia and Vice President of Finance for
TXU Services. In the latter position, Mr. Shapard was responsible for all of the
TXU companies' finance activities, including financial planning, capital
management, investor relations, treasury operations and financial reporting, as
well as corporate planning.
Mr. Shapard, a Certified Public Accountant, received a B.B.A (Accounting) from
Texas Tech University.
The executive search firm, Seiden Krieger Associates, Inc., conducted the search
for Covanta.
* * *
Covanta Energy Corporation is an internationally recognized designer, developer,
owner and operator of power generation projects and provider of related
infrastructure services. The Company's independent power business develops,
structures, owns, operates and maintains projects that generate power for sale
to utilities and industrial users worldwide. Its waste-to-energy facilities
convert municipal solid waste into energy for numerous communities,
predominantly in the United States. The Company also offers single-source
design/build/operate capabilities for water and wastewater treatment
infrastructures. Additional information about Covanta can be obtained via the
Internet at www.covantaenergy.com, or through the Company's automated
information system at 866-COVANTA (268-2682).
Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Covanta believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct.
Factors that could cause Covanta's actual results to differ materially from
those contemplated in the forward-looking statements above include, among
others, the following:
o Economic, capital market and other business conditions effecting power
generation enterprises specifically and commerce generally including
interest, inflation and exchange rates; weather conditions;
creditworthiness of customers and suppliers, changes in fuel costs and
supply; unscheduled outages; environmental incidents; electric
transmission restraints and risks and uncertainties associated with the
recently deregulated energy industry;
o Trade, monetary, fiscal, taxation, energy regulation and environmental
policies of governments, agencies and similar organizations in
geographic areas where Covanta has a financial interest;
o Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission and similar
entities with regulatory oversight, including without limitation the
impact of newly adopted FASB 133 relating to accounting for derivatives
which is effective beginning January 1, 2001. The impact of FASB 133
will vary between accounting periods based on changes in pricing of
various items bought and sold by the Company.
o Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;
o Limitations on Covanta's ability to control the development or operation
of projects in which Covanta has less than 100% interest; o The lack of
operating history at development projects provides only a limited basis
for management to project the results of future operations.
* * *
Contacts: Investor Relations:
Louis M. Walters, 973-882-7260
Media Relations:
David Lilly, Eric Berman
Kekst & Company, 212-521-4800
# # #