UNITED STATES
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): September 5, 2003
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 September 8, 2003, Covanta Energy Corporation ("Covanta") and its
affiliated reorganizing debtors and liquidating debtors (together with Covanta,
the "Debtors") filed a draft Joint Plan of Reorganization (the "Reorganization
Plan"), a draft Joint Plan of Liquidation (the "Liquidation Plan" and together,
the "Plans") and a related draft Disclosure Statement (the "Disclosure
Statement") with the United States Bankruptcy Court for the Southern District of
New York (the "Bankruptcy Court"). The Disclosure Statement filed with the
Bankruptcy Court is subject to approval by the Bankruptcy Court, and will be
revised prior to its distribution to creditors in connection with the voting
process for the Plans. Copies of the Reorganization Plan, the Liquidation Plan
and the Disclosure Statement are attached hereto as Exhibits 2.1, 2.2 and 2.3,
respectively.
Bankruptcy law does not permit solicitation of acceptances of the Plans
until the Bankruptcy Court approves the final Disclosure Statement as providing
adequate information of a kind, and in sufficient detail, as far as is
reasonably practicable in light of the nature and history of the debtor and the
condition of the debtor's books and records, that would enable a hypothetical
reasonable investor typical of the holder of claims or interests of the relevant
class to make an informed judgment about the Plans. Accordingly, this
announcement is not intended to be, nor should it be construed as, a
solicitation for a vote on the Plans. The Company will emerge from Chapter 11 if
and when the Plans receive the requisite creditor approval and are confirmed by
the Bankruptcy Court.
Additionally, on September 5, 2003, Covanta and certain of its
subsidiaries entered into an agreement to sell their interests in Heber
Geothermal Company, Heber Field Company, Second Imperial Geothermal Co.,
Mammoth-Pacific L.P. and certain related holding companies to affiliates of
ArcLight Energy Partners Fund I, L.P. and Caithness Energy, L.L.C. for a
purchase price of $170,000,000, subject to adjustments. The agreement is
conditional on the approval of the Bankruptcy Court and other customary
conditions precedent.
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) Exhibits:
Exhibit 2.1 Debtors' Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code.
Exhibit 2.2 Debtors' Joint Plan of Liquidation under Chapter 11 of the
Bankruptcy Code.
Exhibit 2.3 Disclosure Statement with Respect to Debtors' Joint Plan
of Reorganization and Joint Plan of Liquidation under
Chapter 11 of the Bankruptcy Code.
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 hereto duly authorized.
Date: September 9, 2003
COVANTA ENERGY CORPORATION
By: /s/ Timothy J. Simpson
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Name: Timothy J. Simpson
Title: Vice President, Associate
General Counsel and Assistant
Secretary