UNITED STATES
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 report (Date of earliest event reported): March 10, 2004
Covanta Energy Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3122 13-5549268
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
40 Lane Road, Fairfield, New Jersey 07004
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 882-9000
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 1, 2002 (the "First Petition Date"), Covanta Energy Corporation
("Covanta") and 123 of its domestic subsidiaries filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Southern District of New York (the "Bankruptcy Court"). Since the
First Petition Date, thirty-two additional subsidiaries filed their chapter 11
petitions for relief under the Bankruptcy Code. Eight subsidiaries that had
filed petitions on the First Petition Date have been sold as part of the
Company's disposition of assets during the bankruptcy cases and are no longer
owned by the Company.
On December 2, 2003, Danielson Holding Corporation ("DHC") agreed to acquire
Covanta's energy and water businesses (other than the subsidiaries relating to
the Tampa Bay desalination facility) pursuant to an Investment and Purchase
Agreement between Covanta and Danielson, dated December 2, 2003 (as amended, the
"DHC Agreement"), in connection with Covanta's emergence from bankruptcy (the
"DHC Transaction"). As previously disclosed, on March 5, 2004, the Bankruptcy
Court entered an order confirming Covanta's Second Joint Plan of Reorganization
under Chapter 11 of the Bankruptcy Code, as modified at the confirmation hearing
with respect to Covanta and seventy-nine of its subsidiaries and the Second
Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code, as modified
at the confirmation hearing, with respect to an additional sixty subsidiaries.
On March 10, 2004, Covanta and DHC closed the DHC Transaction. Under the terms
of the DHC Agreement, DHC purchased 100% of Covanta's equity for approximately
$30 million in cash. In addition, new revolving credit and letter of credit
facilities for Covanta's domestic and international operations were provided by
certain of Covanta's current secured bank lenders and a group of additional
lenders organized by DHC. DHC and Covanta also entered into a Tax Sharing
Agreement pursuant to which Covanta's share of DHC's consolidated group federal
tax liability for taxable years ending after the effective date will be computed
taking into account a specified portion of DHC's net operating losses, and DHC
will have an obligation to indemnify and hold harmless Covanta for its tax
liability should such net operating losses not be available. Additional
information concerning Covanta's reorganization and exit financing arrangements
is available in Covanta's Current Report on Form 8-K filed with the Commission
on March 8, 2004.
DHC did not acquire Covanta's geothermal assets. As previously disclosed, the
geothermal assets were sold to other buyers as part of Covanta's Chapter 11
process.
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:
99.1 Joint Press Release by Covanta Energy Corporation and
Danielson Holding Corporation
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: March 11, 2004
COVANTA ENERGY CORPORATION
By: /s/ Jeffrey Horowitz
-----------------------
Name: Jeffrey Horowitz
Title: Senior Vice President