UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT
NO. 1 TO
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 30, 2004
COVANTA ENERGY CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-3122 13-5549268
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
40 LANE ROAD
FAIRFIELD, NEW JERSEY 07004
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(973) 882-9000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXPLANATORY NOTE: This Form 8-K/A amends the Form 8-K filed on March 30, 2004
by Covanta Energy Corporation to clarify that Deloitte & Touche LLP was
"dismissed" by the Company as its independent auditors.
ITEM 4. CHANGE IN ACCOUNTANTS.
Following the acquisition of Covanta Energy Corporation ("Covanta") by
Danielson Holding Corporation ("Danielson"), on March 30, 2004, the Board of
Directors of Covanta, upon recommendation of the Audit Committee of Covanta's
sole stockholder, Danielson, which committee also serves as Covanta's Audit
Committee, dismissed Covanta's independent auditors, Deloitte & Touche LLP
("Deloitte & Touche"), and engaged the services of Ernst & Young LLP ("Ernst &
Young"), Danielson's current independent auditors, as its new independent
auditors. The change in auditors will become effective immediately.
During the two most recent fiscal years of Covanta ended December 31,
2003 and 2002 and through the date of this Current Report on Form 8-K/A, there
were no disagreements between Covanta and Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which disagreements, if not resolved to Deloitte & Touche's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of Covanta ended
December 31, 2003 and 2002 or through the date of this Current Report on Form
8-K/A.
The audit reports of Deloitte & Touche on the consolidated financial
statements of Covanta for the fiscal years ended December 31, 2003 and 2002 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles,
except that such reports included explanatory paragraphs with respect to
Covanta's adoption of Statements of Financial Accounting Standards No. 143,
"Accounting for Asset Retirement Obligations", No. 142, "Goodwill and Other
Intangible Assets", No. 144, "Accounting for Impairment or Disposal of
Long-Lived Assets" and No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended, and the uncertainty of Covanta continuing as a
going concern and that such financial statements did not reflect or provide for
the consequences of Covanta's bankruptcy proceedings. A letter from Deloitte &
Touche is attached hereto as Exhibit 16.1.
During the two most recent fiscal years ended December 31, 2003 and
2002, and through March 30, 2004 (the date Ernst & Young was appointed), Covanta
did not consult with Ernst & Young regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements - Not Applicable
(b) Pro Forma Financial Information - Not Applicable
(c) Exhibits
Exhibit No. Exhibit
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16.1 Letter of Deloitte & Touche LLP regarding change in
certifying accountant.
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.
Date: April 1, 2004
COVANTA ENERGY CORPORATION
(Registrant)
By: /s/ Timothy J. Simpson
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Name: Timothy J. Simpson,
Title: Senior Vice President, General
Counsel and Secretary
COVANTA ENERGY CORPORATION
EXHIBIT INDEX
Exhibit No. Exhibit
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16.1 Letter of Deloitte & Touche LLP regarding change in
certifying accountant.