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 30, 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 30, 2002, Covanta Energy Corporation issued a press release,
a copy of which is attached hereto as Exhibit A.
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 31, 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 ENERGY CORPORATION WORKING WITH CO-AGENT BANKS
FOR EXTENSION ON MASTER CREDIT FACILITY
FAIRFIELD, NJ, January 30, 2002 - Covanta Energy Corporation (NYSE: COV)
announced today that it is working with its bank group co-agents for requisite
bank group approval and satisfaction of conditions for an amendment to its
Master Credit Facility (formally known as the Revolving Credit and Participation
Agreement), which would grant Covanta, among other things, an extension of its
covenant waivers. The proposed amendment extends the covenant waivers through
March 31, 2002, conditioned on the Company achieving certain cash maintenance
goals as of February 28, 2002. Absent this agreement, the waivers would expire
on January 31, 2002.
The co-agents to the Agreement are circulating this amendment to the Facility's
larger bank group and recommending approval of its terms. While the Company is
reasonably confident that approval will be obtained and that all conditions will
be met, no assurance can be given until a majority of the bank group approves
the extension and the conditions are satisfied. Given the number of banks
involved, Covanta does not expect a definitive response until some time next
week.
"We are pleased that the co-agents have recommended additional time and
flexibility to allow us to continue the strategic evaluation of our business,"
said Scott G. Mackin, Chief Executive Officer and President of Covanta Energy.
"Our core energy and water operations continue to perform well, despite the
difficult economic environment. The proposed terms require us to meet stringent
cash maintenance goals, however, in order to enable us to extend through March."
As previously stated, Covanta has been holding discussions with its banks
regarding the need for covenant waivers and access to short term liquidity. The
Company believes that it has sufficient liquidity to continue immediate
operations and is considering various options to supplement its operating cash.
The Company will continue to discuss these issues with its banks in conjunction
with its comprehensive review of strategic options.
Covanta has been downgraded by the debt rating agencies, triggering certain
requirements to post in excess of $100 million in performance and other letters
of credit. At this time, the Company does not have available commitments under
its Master Credit Facility to post such letters of credit, and the Company is
working with the counter-parties for whom such letters of credit would run to
modify agreements requiring them to be posted. While no assurances can be given,
the Company is reasonably confident that it will be able to manage this issue
without material adverse impact to the Company overall.
* * *
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 affecting 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
Eric Berman, David Lilly
Kekst & Company, 212-521-4800