As filed with the Securities and Exchange Commission November __, 1996
Registration No. 333-07713
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
DANIELSON HOLDING CORPORATION
(exact name of registrant as specified in its charter)
Delaware 6719 95-6021257
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation Classification Number
or organization) Code Number)
Ian M. Kirschner
767 Third Avenue General Counsel
New York, NY 10017-2023 Danielson Holding Corporation
(212) 888-0347 767 Third Avenue
(Address, including zip code, New York, NY 10017-2023
and telephone number, (212) 888-0347
including area code, (Name, address, including zip code,
of registrant's principal and telephone number, including
executive office) area code, of agent for service)
Michael W. Stamm
Anderson Kill & Olick, P.C.
1251 Avenue of the Americas
New York, NY 10020-1182
(212) 278-1700
<PAGE>
DEREGISTRATION AND TERMINATION OF MERGER AGREEMENT
This Registration Statement on Form S-4 registered shares of
Common Stock and Series A Cumulative Perpetual Preferred Stock, $0.10 par value
per share (the "Shares") of Danielson Holding Corporation (the "Company") in
connection with the proposed merger of Midland Financial Group, Inc ("Midland")
with and into Mission Sub E, Inc. ("Merger Sub") a wholly owned subsidiary of
the Company, pursuant to the Agreement and Plan of Merger, dated as of February
26, 1996, as amended (the "Merger Agreement") among the Company, Midland and
Merger Sub, all as more fully described in the Joint Proxy Statement/Prospectus
which is contained in this Registration Statement.
On July 24, 1996, the Company, Midland and Merger Sub entered
into a Termination Agreement pursuant to which the parties mutually agreed to
terminate the Merger Agreement effective immediately. Accordingly, the Company
hereby deregisters the Shares originally covered by this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
Exhibit
Number Descriptions
<CAPTION>
<S> <C>
2.4 Termination Agreement dated July 24, 1996, among
Danielson Holding Corporation, Midland Financial Group,
Inc. and Mission Sub E, Inc. (included as Exhibit 2.1
to the Registrant's report on Form 8-K filed July 31,
1996).
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 19, 1996.
DANIELSON HOLDING CORPORATION
By: /s/ Martin J. Whitman
--------------------------
Martin J. Whitman
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
/s/ Martin J. Whitman Chairman of the Board, November 19, 1996
- ----------------------- Chief Executive Officer
Matin J. Whitman and Director (principal
executive officer)
/s/ Michael Carney Chief Financial Officer, November 19, 1996
- ----------------------- Treasurer and Controller
Michael Carney (principal financial officer
and principal accounting officer)
/s/ David M. Barse President, Chief Operating November 19, 1996
- ----------------------- Officer and Director
David M. Barse
/s/ Joseph F.Porrino Director November 18, 1996
- -----------------------
Joseph F. Porrino
/s/ Frank B. Ryan Director November 17, 1996
- -----------------------
Frank B. Ryan
/s/ Eugene M. Isenberg Director November 18, 1996
- -----------------------
Eugene M. Isenberg
/s/ Timothy C. Collins Director November 18, 1996
- -----------------------
Timothy C. Collins
/s/ Wallace O. Sellers Director November 18, 1996
- -----------------------
Wallace O. Sellers
/s/ Stanley J. Gartska Director November 19, 1996
- -----------------------
Stanley J. Garstka
/s/ Anthony G. Petrello Director November 18, 1996
- -----------------------
Anthony G. Petrello
</TABLE>
<PAGE>
EXHIBIT 2.4
TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement"), dated July 24, 1996 by and among
Danielson Holding Corporation, a Delaware Corporation (the "Purchaser"), Midland
Financial Group, Inc., a Tennesee Corporation (the "Company"), and Mission Sub
E, Inc., a Delaware Corporation (the "Merger Sub").
WITNESSETH
----------
WHEREAS, the Purchaser, the Company and the Merger Sub have entered into an
Agreement and Plan of Merger dated as of February 26, 1996, as amended (the
"Merger Agreement");
WHEREAS, the Purchaser, the Company and the Merger Sub desire to terminate
the Merger Agreement and to take certain actions in connection therewith;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:
1. Pursuant to Section 8.1 of the Merger Agreement, the Purchaser, the
Company and the Merger Sub mutually agree to terminate the Merger Agreement
effective immediately.
2. The Purchaser and the Merger Sub hereby forever and irrevocably release
and discharge the Company, and the Company hereby forever and irrevocably
releases and discharges the Purchaser and the Merger Sub, from any and all
obligations, liabilities, covenants, agreements, claims and causes of action
that each has or may have arising out of, in connection with, or relating in any
way to the Merger Agreement and all related documents executed and delivered in
connection with the transactions contemplated thereby.
IN WITNESS WHEREOF, each party hereto has caused this Termination Agreement
to be duly executed by its duly authorized officer on the date first set forth
above.
DANIELSON HOLDING CORPORATION
By: /s/ Martin J. Whitman
----------------------------
Name: Martin J. Whitman
Title: Chairman of the Board
MISSION SUB E, INC.
By: /s/ Martin J. Whitman
-----------------------------
Name: Martin J. Whitman
Title: President
MIDLAND FINANCIAL GROUP, INC.
By: /s/ Joseph W. Mc
----------------------------
Name:
Title:
