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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of events reported: July 24, 1996; July 29, 1996
DANIELSON HOLDING CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6732 95-6021257
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(State of Incorporation) (Commission File (IRS Employer
Number) Identification
No.)
767 Third Avenue, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 888-0347
Exhibit Index is
located on Page 6
Page 1 of 11 pages
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Item 5. Other Events
On July 24, 1996, the Registrant signed a Termination Agreement (the
"Termination Agreement") among the Registrant, Midland Financial Group, Inc., a
Tennessee corporation ("Midland"), and Mission Sub E, Inc., a Delaware
corporation ("Merger Sub"). Merger Sub is a wholly-owned subsidiary of the
Registrant. The Termination Agreement provides for the mutual agreement of the
Registrant, Midland and Merger Sub to terminate, effective immediately, the
Agreement and Plan of Merger dated as of February 26, 1996, as amended (the
"Merger Agreement") among the Registrant, Midland and Merger Sub. The Merger
Agreement provided for the merger of Midland into Merger Sub (the "Merger"),
with Merger Sub being the surviving corporation and remaining a subsidiary of
the Registrant.
The Termination Agreement also contains the irrevocable mutual release of
the Registrant and Merger Sub by Midland, and Midland by the Registrant and
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 the other
documents executed and delivered in connection with the transactions
contemplated by the Merger Agreement.
As a result of the termination of the Merger Agreement, the Registrant
intends to deregister the shares of its common stock and preferred stock which
were registered under the Securities Act of 1993, as amended, for issuance to
Midland stockholders upon consummation of the Merger. Additionally, the
Registrant intends to withdraw its Registration Statement on Form S-3 which it
filed with the Securities and Exchange Commission on July 5, 1996. The
Registrant sought to raise $85 million through the public offering of shares of
its common stock covered by such Registration Statement and to use such funds in
connection with the Merger.
On July 29, 1996, the Registrant rescheduled the date of its Annual Meeting
of Stockholders to Tuesday, September 17, 1996. The Registrant had originally
scheduled its Annual Meeting for August 2, 1996, at which the Merger was to be
considered.
On July 29, 1996, the Registrant's Board of Directors elected David M.
Barse, Timothy C. Collins, Stanley Gartska and Anthony Petrillo as members of
the Registrant's Board of Directors. The newly-elected directors fill vacancies
on the Registrant's Board of Directors, including the vacancies resulting from
the recent deaths of C. Kirk Rhein, Jr. and William R. Story in the crash of TWA
Flight 800 and the resignation from the Board of James P. Heffernan. The
Company's new directors also will stand for re-election at the Registrant's
rescheduled Annual Meeting along with the Registrant's other directors.
Also on July 29, 1996, Martin J. Whitman, currently Chairman of the Board
and Chief Investment Officer of the Registrant, was elected to the additional
post of Chief Executive Officer and David M. Barse was elected President and
Chief Operating Officer of the Registrant. Mr. Whitman and Mr. Barse assume
duties previously performed by Mr. Rhein, who was the Registrant's President and
Chief Executive Officer until his recent death. In addition, Michael Carney was
elected Treasurer and Chief Financial Officer of the Registrant, and Ian M.
Page 2 of 11 pages
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Kirschner was elected General Counsel and Secretary of the Registrant, in each
case effective August 1, 1996. Mr. Carney and Mr. Kirschner fill vacancies
resulting from the recent resignations of James P. Heffernan as Chief Financial
Officer of the Registrant and Lisa D. Levey as General Counsel and Secretary of
the Registrant. Claudia C. Cosenza has also resigned as Controller of the
Registrant.
Additionally, James Clary was elected President and Chief Executive Officer
of National American Insurance Company of California, the Registrant's principal
operating subsidiary. Those offices were held by William R. Story until his
recent death.
Page 3 of 11 pages
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Item 7. Financial Statements and Exhibits.
A. Exhibits
The following exhibits are filed as a part of this report.
2.1 Termination Agreement dated July 24, 1996.
2.2 Agreement and Plan of Merger dated February 26, 1996, as amended
(incorporated by reference from Registration Statement on Form S-4
dated July 5, 1996, Exhibit 2.1).
99.1 Press Release dated July 24, 1996.
99.2 Press Release dated July 30, 1996.
Page 4 of 11 pages
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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.
July 31, 1996 DANIELSON HOLDING CORPORATION
By: /s/ Martin J. Whitman
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Martin J. Whitman
Chairman of the Board
of Directors and Chief
Executive Officer
Page 5 of 11 pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DOCUMENT
- ------- -------- PAGE
NUMBER NUMBER
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<S> <C> <C>
2.1 Termination Agreement 7
dated July 24, 1996
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99.1 Press Release dated 9
July 24, 1996
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99.2 Press Release dated 10
July 30, 1996
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</TABLE>
Page 6 of 11 pages
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EXHIBIT 2.1
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 Tennessee corporation (the "Company"), and
Mission Sub E, Inc., a Delaware corporation (the "Merger Sub").
W I T N E S S E T H
- - - - - - - - - -
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.
Page 7 of 11 pages
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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
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Martin J. Whitman
Chairman of the Board
MISSION SUB E, INC.
By: /s/ Martin J. Whitman
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Martin J. Whitman
President
MIDLAND FINANCIAL GROUP, INC.
By: /s/ Joseph W. McLeary
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Joseph W. McLeary
Chairman and Chief
Executive Officer
Page 8 of 11 pages
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EXHIBIT 99.1
[DANIELSON HOLDING CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
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Contact: Martin J. Whitman
Chairman of the Board &
Chief Investment Officer
Lisa D. Levey
General Counsel and Secretary
212/888-0347
DANIELSON HOLDING CORPORATION AND MIDLAND FINANCIAL
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GROUP
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TERMINATE PENDING MERGER TRANSACTION
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New York City - July 24, 1996
Danielson Holding Corporation (DHC-AMEX) today announced that Danielson and
Midland Financial Group, Inc. (MDLD-Nasdaq/NM) have terminated, by mutual
consent, the proposed merger of Midland with Danielson following the deaths of
senior executives of both companies. As the companies announced last week, C.
Kirk Rhein, Jr., President and Chief Executive Officer of Danielson, William R.
Story, President and Chief Executive Officer of National American Insurance
Company of California (the principal operating subsidiary of Danielson) and
Charles H. Gray, III, President and Chief Operating Officer of Midland, were
aboard TWA flight 800 that crashed after take-off from New York's John F.
Kennedy International Airport.
Danielson also announced that it intends to set a new date for its Annual
Meeting of Stockholders, which is currently scheduled to be held on August 2,
1996. Danielson will announce a new date for the meeting as soon as
practicable.
Danielson Holding Corporation is an American Stock Exchange listed company,
engaging in financial services businesses through its subsidiaries, including
specialty insurance and trust services.
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Page 9 of 11 pages
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EXHIBIT 99.2
[DANIELSON HOLDING CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
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Contact: Martin J. Whitman
Chairman,
Chief Executive Officer &
Chief Investment Officer
212/888-0347
DANIELSON HOLDING CORPORATION RESCHEDULES ANNUAL
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MEETING OF STOCKHOLDERS AND ANNOUNCES CHANGES IN BOARD
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AND MANAGEMENT
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New York City - July 30, 1996
Danielson Holding Corporation (DHC-AMEX) today announced that it has rescheduled
the date of its Annual Meeting of Stockholders to Tuesday, September 17, 1996.
The Company had originally scheduled its Annual Meeting for August 2, 1996, at
which a proposed merger with Midland Financial Group, Inc. was to be considered.
On July 24, 1996 the Company announced the termination of that proposed merger.
The Company also announced today that its Board of Directors has elected David
M. Barse, Timothy C. Collins, Stanley Gartska and Anthony Petrillo as members of
the Company's Board of Directors. The newly-elected directors fill vacancies on
the Company's Board of Directors, including the vacancies resulting from the
recent deaths of C. Kirk Rhein, Jr. and William R. Story in the crash of TWA
Flight 800 and the resignation from the Board of James P. Heffernan. The
Company's new directors also will stand for re-election at the Company's
rescheduled Annual Meeting along with the Company's other directors.
The Company also announced that Martin J. Whitman, currently Chairman of the
Board and Chief Investment Officer of the Company, has been elected to the
additional post of Chief Executive Officer and that David M. Barse has been
elected President and Chief Operating Officer of the Company. Mr. Whitman and
Mr. Barse assume duties previously performed by Mr. Rhein, who was the Company's
President and Chief Executive Officer until his recent death. In addition,
Michael Carney has been elected Treasurer and Chief Financial Officer of the
Company, and Ian M. Kirschner has been elected General Counsel and Secretary of
the Company, in each case effective August 1, 1996. Mr. Carney and Mr.
Kirschner fill vacancies resulting from the recent resignations of James P.
Heffernan as Chief Financial Officer of the Company and Lisa D. Levey as General
Counsel and Secretary of the Company. Claudia C. Cosenza has also resigned as
Controller of the Company.
Page 10 of 11 pages
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The Company also announced that James Clary has been elected President and Chief
Executive Officer of National American Insurance Company of California, the
Company's principal operating subsidiary. Those offices were held by William R.
Story until his recent death.
Danielson Holding Corporation is an American Stock Exchange listed company,
engaging in financial services businesses through its subsidiaries, including
specialty insurance and trust services.
***
Page 11 of 11 pages
