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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Danielson Holding Corporation
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
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DANIELSON HOLDING CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 15, 1998
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of DANIELSON
HOLDING CORPORATION (the 'Company') will be held on Tuesday, September 15, 1998,
at The Roosevelt Hotel, Madison Avenue at 45th Street, New York, New York 10017
at 10:00 a.m. local time (the 'Annual Meeting'), for the following purposes:
1. To elect nine directors of the Company to serve for the ensuing
year and until their successors are elected;
2. To confirm the appointment of KPMG Peat Marwick LLP as the
independent certified public accountants for the Company for the year
ending December 31, 1998; and
3. To transact such other business as may properly come before the
meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on August 18, 1998 are
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
DANIELSON HOLDING CORPORATION
IAN M. KIRSCHNER
Secretary
New York, New York
August 19, 1998
YOUR VOTE IS IMPORTANT
To ensure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. To revoke a proxy, you must submit to the
Secretary of the Company, prior to voting, either a signed instrument of
revocation or a duly executed proxy bearing a date or time later than the proxy
being revoked. If you attend the meeting, you may vote in person even if you
previously returned a proxy.
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DANIELSON HOLDING CORPORATION
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 15, 1998
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS AND SOLICITATION OF PROXIES.................................................................. 1
Record Date and Share Ownership....................................................................... 1
Voting and Quorum..................................................................................... 1
Proxies and Revocation of Proxies..................................................................... 2
Other Proposals....................................................................................... 2
PRINCIPAL STOCKHOLDERS..................................................................................... 2
Principal Stockholders................................................................................ 2
Officers and Directors................................................................................ 3
Section 16(a) Beneficial Ownership Reporting Compliance............................................... 4
ELECTION OF DIRECTORS...................................................................................... 5
Committees............................................................................................ 7
Compensation of Directors............................................................................. 8
Attendance at Board of Directors Meetings............................................................. 8
EXECUTIVE OFFICERS......................................................................................... 8
EXECUTIVE COMPENSATION..................................................................................... 9
Summary Compensation Table............................................................................ 9
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values..................... 9
Compensation Committee Interlocks and Insider Participation........................................... 10
Board of Directors Compensation Committee Report on Executive Compensation............................ 10
Performance Graph..................................................................................... 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................................. 12
CONFIRMATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.............................................. 12
PROPOSALS AND NOMINATIONS BY STOCKHOLDERS.................................................................. 12
</TABLE>
<PAGE>
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DANIELSON HOLDING CORPORATION
767 THIRD AVENUE
NEW YORK, NEW YORK 10017-2023
---------------------------------
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 15, 1998
---------------------------------
PROXY STATEMENT
---------------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Danielson Holding Corporation ('DHC' or the
'Company'), to be voted at the Annual Meeting of Stockholders of the Company to
be held on Tuesday, September 15, 1998, at The Roosevelt Hotel, Madison Avenue
at 45th Street, New York, New York 10017, at 10:00 a.m. local time (the 'Annual
Meeting'), and any postponement or adjournment thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders and described
therein. This Proxy Statement and the enclosed form of proxy are first being
sent to stockholders commencing on or about Wednesday, August 19, 1998.
The expenses of soliciting proxies for the Annual Meeting are to be paid by
the Company. Solicitation of proxies may be made by means of personal calls
upon, or telephonic or electronic communications with, stockholders or their
personal representatives by Directors, officers, and employees of the Company
who will not be specially compensated for such services. Although there is no
formal agreement to do so, the Company may reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding this Proxy Statement to stockholders whose common stock is held of
record by such entities.
VOTING RIGHTS AND SOLICITATION OF PROXIES
RECORD DATE AND SHARE OWNERSHIP
The Board of Directors of the Company has fixed the close of business on
August 18, 1998 as the record date for the determination of the stockholders
entitled to receive notice of, and to vote at, the Annual Meeting (the 'Record
Date'). The only outstanding class of stock of the Company is its common stock,
par value $0.10 per share ('Common Stock'). On the Record Date, there were
15,576,276 shares of Common Stock issued and outstanding.
VOTING AND QUORUM
Each share of Common Stock, the only securities of the Company entitled to
vote at the Annual Meeting, will be entitled to one vote at the Annual Meeting,
except that, pursuant to the provisions of the Certificate of Incorporation of
the Company, voting for Directors may be cumulative if, prior to the voting, any
stockholder gives notice of such stockholder's intention to vote cumulatively.
In the event of cumulative voting, each stockholder may give any one candidate a
number of votes equal to the number of Directors to be elected multiplied by the
number of shares held by such stockholder, or may distribute such votes on the
same principle among as many candidates as the stockholder elects. The presence
at the Annual Meeting, in person or by proxy, of the holders of a majority of
the total number of shares of Common Stock outstanding on the Record Date will
constitute a quorum for the transaction of business by such holders at the
Annual Meeting. Where a quorum is present, the vote of the holders of a majority
of shares of Common Stock present in person or represented by proxy and entitled
to vote will decide any question voted upon, and the nine nominees for Director
receiving the highest number of votes (i.e., a plurality) will be elected as
Directors. If any votes are withheld, such withheld votes will be excluded
entirely from the vote and will have no effect. Abstentions will have no effect
on the election of Directors but, for purposes of determining whether a proposal
has received a majority vote, abstentions will be included in the vote totals
with the result that an abstention will have the same effect as a negative vote.
In instances where brokers are prohibited from exercising
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discretionary authority for beneficial owners who have not returned a proxy
(so-called 'broker non-votes'), those shares of Common Stock will not be
included in the vote totals and, therefore, will have no effect on the vote.
PROXIES AND REVOCATION OF PROXIES
Proxies in the enclosed form are solicited by the Board of Directors of the
Company in order to provide each stockholder an opportunity to vote on all
matters scheduled to come before the Annual Meeting, whether or not the
stockholder attends in person. All proxies received pursuant to this
solicitation will be voted except as to matters where authority to vote is
specifically withheld or the holder has elected to abstain and, where a choice
is specified as to the proposal, they will be voted in accordance with such
specification. In the absence of specific directions, properly executed proxies
will be voted 'FOR' (i) the nominees for election as Directors of the Company
listed below; and (ii) confirmation of the appointment of KPMG Peat Marwick LLP
as the Company's independent certified public accountants for the current fiscal
year. Any stockholder giving a proxy has the power to revoke the proxy prior to
its exercise. A proxy may be revoked (a) by delivering to the Secretary of the
Company at or prior to the Annual Meeting an instrument of revocation or a duly
executed proxy bearing a date or time later than the date or time of the proxy
being revoked or (b) at the Annual Meeting if the stockholder is present and
elects to vote in person. Mere attendance at the Annual Meeting will not serve
to revoke a proxy.
OTHER PROPOSALS
The Board does not know of any matter other than the foregoing that is
expected to be presented for consideration at the Annual Meeting. However, if
other matters properly come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote thereon in accordance with their judgment.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of Common Stock as
of August 14, 1998 of (a) each Director, (b) each executive officer, and (c)
each person known by the Company to own beneficially more than five percent of
the outstanding shares of Common Stock. The Company believes that, except as
otherwise stated, the beneficial holders listed below have sole voting and
investment power regarding the shares reflected as being beneficially owned by
them.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
-------------------- -------------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS
Commissioner of Insurance
of the State of California .............................. 1,803,235(2)(3) 11.6
c/o Geoffrey A. Nicholls
Deputy Trustee
Mission Insurance Companies' Trusts
3333 Wilshire Boulevard -- 3rd Floor
Los Angeles, CA 90010
Martin J. Whitman ......................................... 2,321,414(2)(4)(5)(6) 14.7
c/o Danielson Holding Corporation
767 Third Avenue
New York, NY 10017-2023
James P. Heffernan ........................................ 1,372,980(2)(5)(6) 8.7
c/o WHR Management Company, L.P.
2 Park Place
Bronxville, NY 10708
Whitman Heffernan & Rhein Workout Fund, L.P. .............. 1,054,996(2) 6.8
c/o WHR Management Company, L.P.
2 Park Place
Bronxville, NY 10708
Third Avenue Value Fund ................................... 803,669(2) 5.2
767 Third Avenue
New York, NY 10017-2023
</TABLE>
(table continued on next page)
2
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(table continued from previous page)
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP PERCENT OF CLASS(1)
-------------------- -------------------
<S> <C> <C>
OFFICERS AND DIRECTORS
Martin J. Whitman.......................................... 2,321,414(2)(4)(5)(6) 14.7
David M. Barse............................................. 58,333(7) *
Joseph F. Porrino.......................................... 56,667(8) *
Frank B. Ryan.............................................. 48,667(8) *
Eugene M. Isenberg......................................... 69,924(9) *
Wallace O. Sellers......................................... 50,000(10) *
Anthony G. Petrello........................................ 26,666(11) *
Stanley J. Garstka......................................... 37,674(11) *
Timothy C. Collins......................................... 26,666(11) *
Michael Carney............................................. 50,833(12) *
Ian M. Kirschner........................................... 6,666(13) *
All Officers and Directors as a Group (11 persons)......... 2,669,178(14) 16.6
</TABLE>
- ------------
* Percentage of shares beneficially owned does not exceed one percent of the
outstanding Common Stock.
(1) Share percentage ownership is rounded to nearest tenth of one percent and
reflects the effect of dilution as a result of outstanding options to the
extent such options are, or within 60 days of August 14, 1998 (the date as
of which this table was prepared) will become, exercisable. As of August
14, 1998, there were exercisable options outstanding to purchase 1,267,132
shares of Common Stock. Shares underlying any option which was exercisable
on August 14, 1998 or becomes exercisable within the next 60 days are
deemed outstanding only for purposes of computing the share ownership and
share ownership percentage of the holder of such option.
(2) In accordance with provisions of DHC's Certificate of Incorporation, all
certificates representing shares of Common Stock beneficially owned by
holders of five percent or more of Common Stock are owned of record by DHC,
as escrow agent, and are physically held by DHC in that capacity.
(3) Beneficially owned by the Commissioner of Insurance of the State of
California in his capacity as trustee for the benefit of holders of certain
deficiency claims against certain trusts which assumed liabilities of
certain present and former insurance subsidiaries of DHC.
(4) Includes 803,669 shares beneficially owned by Third Avenue Value Fund
('TAVF'), an investment company registered under the Investment Company Act
of 1940; 104,481 shares beneficially owned by Martin J. Whitman & Co., Inc.
('MJW&Co'), a private investment company; and 73,031 shares beneficially
owned by Mr. Whitman's wife and three adult family members. Mr. Whitman
controls the investment adviser of TAVF, and may be deemed to own
beneficially the shares held by TAVF. Mr. Whitman is the principal
stockholder in MJW&Co, and may be deemed to own beneficially the shares
owned by MJW&Co. Mr. Whitman disclaims beneficial ownership of the shares
of Common Stock owned by TAVF and Mr. Whitman's family members.
(5) Includes 1,054,996 shares of Common Stock beneficially owned by Whitman
Heffernan & Rhein Workout Fund, L.P. ('WHR Fund'), an investment limited
partnership. Each of Messrs. Whitman and Heffernan is a general partner of
the partnership that is the general partner of WHR Fund. Each disclaims
beneficial ownership of the shares owned by the WHR Fund.
(6) Includes shares underlying currently exercisable options to purchase an
aggregate of 210,000 shares of Common Stock at an exercise price of $3.00
per share.
(7) Includes shares underlying options to purchase an aggregate of 33,333
shares of Common Stock at an exercise price of $5.6875 per share and an
aggregate of 25,000 shares of Common Stock at an exercise price of $7.0625
per share, which are currently exercisable or become exercisable within
(footnotes continued on next page)
3
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(footnotes continued from previous page)
the next 60 days. Does not include shares underlying options to purchase an
aggregate of 16,666 shares of Common Stock at an exercise price of $5.6875
per share or 25,000 shares at an exercise price of $7.0625 per share which
are not currently exercisable nor become exercisable within the next 60
days.
(8) Includes shares underlying currently exercisable options to purchase an
aggregate of 46,667 shares of Common Stock at an exercise price of $3.63
per share.
(9) Includes 20,088 shares owned by Mentor Partnership, a partnership
controlled by Mr. Isenberg, and 28 shares owned by Mr. Isenberg's wife.
Also includes shares underlying currently exercisable options to purchase
an aggregate of 46,666 shares of Common Stock at an exercise price of $3.63
per share.
(10) Includes shares underlying currently exercisable options to purchase an
aggregate of 40,000 shares of Common Stock at an exercise price of $7.00
per share.
(11) Includes shares underlying options to purchase an aggregate of 26,666
shares of Common Stock at an exercise price of $5.50 per share, which are
currently exercisable or become exercisable within the next 60 days. Does
not include shares underlying options to purchase an aggregate of 13,334
shares of Common Stock at an exercise price of $5.50 per share which are
not currently exercisable nor become exercisable within the next 60 days.
(12) Includes shares underlying options to purchase an aggregate of 33,333
shares of Common Stock at an exercise price of $5.6875 per share and an
aggregate of 17,500 shares of Common Stock at an exercise price of $7.0625
per share, which are currently exercisable or become exercisable within the
next 60 days. Does not include shares underlying options to purchase an
aggregate of 16,666 shares of Common Stock at an exercise price of $5.6875
per share or 17,500 shares at an exercise price of $7.0625 per share which
are not currently exercisable nor become exercisable within the next 60
days.
(13) Includes shares underlying options to purchase an aggregate of 4,166 shares
of Common Stock at an exercise price of $5.6875 per share and an aggregate
of 2,500 shares of Common Stock at an exercise price of $7.0625 per share,
which are currently exercisable or become exercisable within the next 60
days. Does not include shares underlying options to purchase an aggregate
of 834 shares of Common Stock at an exercise price of $5.6875 per share or
2,500 shares of Common Stock at an exercise price of $7.0625 per share
which are not currently exercisable nor become exercisable within the next
60 days.
(14) In calculating the percentage of shares owned by officers and Directors as
a group, the shares of Common Stock underlying all options which are
beneficially owned by officers and Directors and which are currently
exercisable or become exercisable within the next 60 days are deemed
outstanding.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires DHC's
Directors and executive officers, and persons who own more than ten percent of a
registered class of the DHC's equity securities, to file with the Securities and
Exchange Commission and the American Stock Exchange initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of DHC. Officers, Directors and greater than ten-percent stockholders are
required by Federal securities regulations to furnish DHC with copies of all
Section 16(a) forms they file.
To DHC's knowledge, based solely upon review of the copies of such reports
furnished to DHC and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to DHC's officers,
Directors and greater than ten percent beneficial owners were complied with on a
timely basis for the fiscal year ended December 31, 1997.
4
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ELECTION OF DIRECTORS
A board of nine Directors will be elected at the Annual Meeting by the
holders of Common Stock, to hold office until their successors have been elected
and qualified. It is intended that, unless authorization to do so is withheld,
the proxies will be voted 'FOR' the election of the Director nominees named
below, each of whom currently is a Director of the Company. Each nominee has
consented to be named in this Proxy Statement and to serve as a Director if
elected. However, if any nominee shall become unable to stand for election as a
Director at the Annual Meeting, an event not now anticipated by the Board, the
proxy will be voted for a substitute designated by the Board or, if no
substitute is selected by the Board prior to or at the Annual Meeting, for a
motion to reduce the membership of the Board to the number of nominees
available. In the event that additional persons are nominated for election as
Directors and a stockholder elects to vote shares cumulatively, the proxy
holders intend to vote all proxies received by them in such a manner in
accordance with cumulative voting as will assure the election of as many of the
nominees listed below as possible, with any required selection among such
nominees to be determined by the proxy holders.
The nominees are listed on the following pages with brief statements of
their principal occupation and other information. A listing of the nominees'
beneficial ownership of Common Stock appears on the preceding pages under
'PRINCIPAL STOCKHOLDERS.' All of the nominees for Director were elected to their
present terms as Directors by the stockholders at the Annual Meeting of
Stockholders of the Company held on May 21, 1997. The information concerning the
nominees and their security holdings has been furnished by such nominees to the
Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
'FOR' THE NOMINEES LISTED BELOW:
<TABLE>
<CAPTION>
DIRECTOR
DIRECTOR AGE PRINCIPAL OCCUPATION SINCE
- ------------------------------ --- ------------------------------------------------------- --------
<S> <C> <C> <C>
Martin J. Whitman............. 73 Chairman of the Board and Chief Executive Officer of 1990
DHC
David M. Barse................ 36 President and Chief Operating Officer of DHC 1996
Eugene M. Isenberg............ 68 Chairman of the Board and Chief Executive Officer of 1990
Nabors Industries, Inc.
Joseph F. Porrino............. 54 Counselor to the President of the New School for Social 1990
Research
Frank B. Ryan................. 62 Professor of Mathematics and Computational and Applied 1990
Mathematics at Rice University
Wallace O. Sellers............ 68 Vice Chairman and Director of Enhance Financial 1995
Services Group, Inc.
Anthony G. Petrello........... 44 President and Chief Operating Officer of Nabors 1996
Industries, Inc.
Stanley J. Garstka............ 54 Deputy Dean and Professor in the Practice of Management 1996
at Yale University School of Management
Timothy C. Collins............ 41 Chief Executive Officer and Senior Managing Director of 1996
Ripplewood Holdings LLC
</TABLE>
The term of office of each person elected as a Director will continue until
the next Annual Meeting of Stockholders or until his successor has been elected.
There is no family relationship between any nominee for election as a Director
and any other nominee for election as a Director or executive officer of the
Company.
Mr. Whitman is the Chairman of the Board, Chief Executive Officer and a
Director of DHC. Since 1974, Mr. Whitman has been the President and controlling
stockholder of M.J. Whitman & Co., Inc. (now known as Martin J. Whitman & Co.,
Inc.) ('MJW&Co') which, until August 1991, was a registered broker-dealer. From
August 1994 to December 1994, Mr. Whitman served as the Managing Director of
M.J. Whitman, L.P. ('MJWLP'), then a registered broker-dealer which succeeded to
the broker-dealer business of MJW&Co. Since January 1995, Mr. Whitman has served
as the Chairman and Chief Executive Officer (and, until June 1995, as President)
of M. J. Whitman, Inc. ('MJW'), which succeeded at that time to MJWLP's
broker-dealer business. Also since January 1995, Mr. Whitman has
5
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served as the Chairman and Chief Executive Officer of M.J. Whitman Holding Corp.
('MJWHC'), the parent of MJW and other affiliates. Since March 1990, Mr. Whitman
has been the Chairman of the Board, Chief Executive Officer and a Trustee (and,
from January 1991 to May 1998, the President) of Third Avenue Trust and its
predecessor, Third Avenue Value Fund, Inc. (together with its predecessor,
'Third Avenue Trust'), an open-end management investment company registered
under the Investment Company Act of 1940 and containing three investment series
of which he is a trustee, and EQSF Advisers, Inc. ('EQSF') (of which he was the
President until February 1998), Third Avenue Trust's investment adviser. Until
April 1994, Mr. Whitman also served as the Chairman of the Board, Chief
Executive Officer and a Director of Equity Strategies Fund, Inc., previously a
registered investment company. Mr. Whitman is a Managing Director of Whitman
Heffernan Rhein & Co., Inc. ('WHR'), an investment and financial advisory firm
which he founded with James P. Heffernan and C. Kirk Rhein, Jr. during the first
quarter of 1987 and which ceased operations in December, 1996. Since March 1991,
Mr. Whitman has served as a Director of Nabors Industries, Inc. ('Nabors'), a
publicly-traded oil and gas drilling company listed on the American Stock
Exchange ('AMEX'). From March 1993 through February 1996, Mr. Whitman served as
a director of Herman's Sporting Goods, Inc., a retail sporting goods chain,
which filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code on April 26, 1996. Mr. Whitman also serves as a Director of the
Company's subsidiaries, including National American Insurance Company of
California ('NAICC') and KCP Holding Company ('KCP'). Mr. Whitman co-authored
the book The Aggressive Conservative Investor. Mr. Whitman is a Distinguished
Faculty Fellow in Finance at the Yale University School of Management ('Yale
School of Management'). Mr. Whitman graduated from Syracuse University magna cum
laude in 1949 with a Bachelor of Science degree and received his Masters degree
in Economics from the New School for Social Research in 1956. Mr. Whitman is a
Chartered Financial Analyst.
Mr. Barse has been the President, Chief Operating Officer and a Director of
DHC since July 1996 and a director of NAICC since August 1996. Since June 1995,
Mr. Barse has been the President of each of MJW and MJWHC. From April 1995 to
May 1998 and February 1998, respectively, he was an Executive Vice President and
Chief Operating Officer of Third Avenue Trust and EQSF, at which time he assumed
the position of President. Mr. Barse joined the predecessors of MJW and MJWHC in
December 1991 as General Counsel. Mr. Barse was previously an attorney with the
law firm of Robinson Silverman Pearce Aronsohn & Berman LLP. Mr. Barse received
a Bachelor of Arts in Political Science from George Washington University in
1984 and a Juris Doctor from Brooklyn Law School in 1987.
Mr. Isenberg, since 1987, has been Chairman and Chief Executive Officer of
Nabors. Beginning in 1996, Mr. Isenberg commenced his term as a Governor of the
AMEX. From 1969 to 1982, Mr. Isenberg was Chairman of the Board and principal
stockholder of Genimar Inc., a steel trading and building products manufacturing
company. From 1955 to 1968, Mr. Isenberg was employed in various management
capacities with the Exxon Corp. Mr. Isenberg graduated from the University of
Massachusetts in 1950 with a Bachelor of Arts degree in Economics and from
Princeton University in 1952 with a Masters degree in Economics.
Mr. Porrino has been the Counselor to the President of the New School for
Social Research (the 'New School') since February, 1998 and was the Executive
Vice President of the New School from September 1991 to February, 1998. Prior to
that time, Mr. Porrino was a partner in the New York law firm of Putney,
Twombly, Hall & Hirson, concentrating his practice in the area of labor law. Mr.
Porrino received a Bachelor of Arts degree from Bowdoin College in 1966, and was
awarded a Juris Doctor degree from Fordham University School of Law in 1970.
Dr. Ryan, since August 1990, has been a Professor of Mathematics at Rice
University (currently on leave). Since November, 1996, Dr. Ryan has served as a
Director of Siena Holdings, Inc., a real estate and health management company,
the capital stock of which is traded over-the-counter. Since March 1996, Dr.
Ryan has served as a Director of Texas Micro Inc., a computer systems company,
the capital stock of which is traded on NASDAQ. Until 1998, Dr. Ryan served as a
Director of America West Airlines, Inc., a publicly-traded company listed on the
New York Stock Exchange ('NYSE'), and now continues as an advisory director.
From August 1990 to February 1995, Dr. Ryan also served as Vice
President -- External Affairs at Rice University. For two years ending August
1990, Dr. Ryan was the
6
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President and Chief Executive Officer of Contex Electronics Inc., a subsidiary
of BFX Inc., the capital stock of which is publicly traded on the AMEX. Prior to
that, and beginning in 1977, Dr. Ryan was a Lecturer in Mathematics at Yale
University, where he was also the Associate Vice President in charge of
institutional planning. Dr. Ryan obtained a Bachelor of Arts degree in Physics
in 1958 from Rice University, a Masters degree in Mathematics from Rice in 1961,
and a Doctorate in Mathematics from Rice in 1965.
Mr. Sellers is Vice-Chairman and a Director of Enhance Financial Group,
Inc. ('Enhance Group'), a financial services corporation the capital stock of
which is publicly traded on the NYSE. Until December 31, 1994, Mr. Sellers was
the President and Chief Executive Officer of Enhance Group, from its inception
in 1986, as well as its principal subsidiaries, Enhance Reinsurance Company and
Asset Guaranty Insurance Company, from their inceptions in 1986 and 1988,
respectively. From 1987 to 1994, Mr. Sellers served as a Director, and from 1992
to 1993 as the Chairman, of the Association of Financial Guaranty Insurors in
New York. Mr. Sellers received a Bachelor of Arts degree from the University of
New Mexico in 1951 and a Masters degree in Economics from New York University in
1956. Mr. Sellers attended the Advanced Management Program at Harvard University
in 1975 and is a Chartered Financial Analyst.
Mr. Petrello has been the President and Chief Operating Officer of Nabors
since 1992 and has been a director of Nabors and a member of the Executive
Committee of its board of directors since 1991. Mr. Petrello was formerly a
partner with the law firm Baker & McKenzie, which he had been with since 1979.
In 1986, Mr. Petrello was named Managing Partner of Baker & McKenzie's New York
Office and served in that capacity until 1991 when he resigned as a partner in
such law firm. Mr. Petrello continues as Of Counsel to Baker & McKenzie.
Mr. Garstka has been Deputy Dean at the Yale School of Management since
November, 1995 and has been a Professor in the Practice of Management at the
Yale School of Management since 1988. Mr. Garstka was the Acting Dean of the
Yale School of Management from August 1994 to October 1995, and an Associate
Dean of the Yale School of Management from 1984 to 1994. Mr. Garstka has served
on the Board of Trustees of MBA Enterprises Corps, a non-profit organization,
since 1991 and on the Board of Trustees of The Foote School in New Haven,
Connecticut since 1995. From 1988 to 1990, Mr. Garstka served as a director of
Vyquest, Inc., a publicly-traded company listed on the AMEX. Mr. Garstka was a
Professor in the Practice of Accounting from 1983 to 1988, and an Associate
Professor of Organization and Management from 1978 to 1983, at the Yale School
of Management. Mr. Garstka has also authored numerous articles on accounting and
mathematics. Mr. Garstka received a Bachelor of Arts degree in Mathematics from
Wesleyan University in Middletown, Connecticut in 1966, a Masters degree in
Industrial Administration in 1968 from Carnegie Mellon University and a
Doctorate in Operations Research in 1970 from Carnegie Mellon University.
Mr. Collins has been the Chief Executive Officer and Senior Managing
Director of Ripplewood Holdings LLC, a private investment firm, since October
1995. From January 1990 to September 1995, Mr. Collins was the Senior Managing
Director of Onex Investment Corp., a private investment firm. Since April 1994,
Mr. Collins has been a director of Scotsman Industries, Inc., a publicly-traded
company listed on the NYSE. Mr. Collins is also a director of Dayton Superior
Corporation (NYSE) and is a trustee of DePauw University. Mr. Collins received a
Bachelor of Arts degree in Philosophy from DePauw University in 1978, and a
Masters in Private and Public Management from the Yale School of Management in
1982.
COMMITTEES
The Board of Directors has an Audit Committee, a Compensation Committee, an
Executive Committee, and a Review Committee. The Board does not have a
nominating committee or a committee performing the functions of a nominating
committee.
The Audit Committee consists of Messrs. Porrino, Ryan and Garstka. The
Audit Committee held two meetings in 1997. The Audit Committee is primarily
responsible for reviewing and evaluating the Company's accounting principles and
its system of internal accounting controls. The Audit Committee also recommends
engagement of the Company's independent public accountants.
7
<PAGE>
<PAGE>
The Compensation Committee consists of Messrs. Porrino, Ryan and Sellers.
The Compensation Committee held two meetings in 1997. The Compensation Committee
reviews, and makes recommendations to the Board of Directors concerning, the
Company's executive compensation policy.
The Executive Committee consisted of Mr. Whitman and James P. Heffernan and
C. Kirk Rhein, Jr. until the death of Mr. Rhein and the resignation of Mr.
Heffernan as a director of the Company and held no meetings in 1997. The
Executive Committee currently has vacancies and will not meet until such
vacancies have been filled. The Executive Committee has the authority to conduct
the business affairs of the Company, subject to the Company's Bylaws and
applicable law.
The Review Committee, which consists of Messrs. Porrino and Ryan, reviews
and determines potential conflicts of interest relative to investment
opportunities. The Review Committee held no meetings in 1997.
COMPENSATION OF DIRECTORS
During 1997, each Director who was not an officer or employee of the
Company or its subsidiaries received compensation of $2,500 for each Board
meeting attended, whether in person or by telephone. For attendance at Board
meetings during 1997, each of Mr. Porrino, Mr. Sellers, Dr. Ryan, Mr. Isenberg,
Mr. Petrello and Mr. Garstka received $12,500 and Mr. Collins received $7,500,
plus, in each case, reimbursement of reasonable expenses. Directors who are
officers or employees of the Company or its subsidiaries receive no fees for
service on the Board. No attendance fee is paid to any Directors with respect to
any committee meetings. Each of Mr. Porrino and Dr. Ryan owns options to
purchase 46,667 shares of Common Stock, and Mr. Isenberg owns options to
purchase 46,666 shares of Common Stock, in each case at an exercise price of
$3.63 per share (the arithmetic average of the closing prices of the Common
Stock on the American Stock Exchange for the 30 days prior to the date of grant,
September 16, 1991). Mr. Sellers owns options to purchase 40,000 shares of
Common Stock at an exercise price of $7.00 per share (the mean of the high and
low prices of the Common Stock on the American Stock Exchange on the date of
grant, April 25, 1995). Each of Messrs. Petrello, Garstka and Collins owns
options to purchase 40,000 shares of Common Stock, in each case at an exercise
price of $5.50 per share (the mean of the high and low prices of the Common
Stock on the American Stock Exchange on the date of grant, September 17, 1996).
All of these options expire ten years after the date of grant and become
exercisable in three equal annual installments commencing on the first
anniversary of the date of grant and on each of the next two anniversaries
thereafter. All of the options held by Messrs. Porrino, Isenberg and Sellers and
Dr. Ryan are currently exercisable. None of such Directors has exercised any
options to date. 13,333 of the options held by each of Messrs. Petrello, Garstka
and Collins are currently exercisable and an additional 13,333 become
exercisable within 60 days.
ATTENDANCE AT BOARD OF DIRECTORS MEETINGS
The Board held five meetings during 1997. Except for Mr. Collins, who
attended three of the five meetings, no Director attended less than 75 percent
of the aggregate number of meetings of the Board of Directors held during 1997
and all committees of the Board on which he served during 1997.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL POSITION WITH THE COMPANY
- --------------------------------- --- --------------------------------------------------------------
<S> <C> <C>
Martin J. Whitman................ 73 Chairman of the Board, Chief Executive Officer and a Director
David M. Barse................... 36 President, Chief Operating Officer and a Director
Michael T. Carney................ 44 Chief Financial Officer and Treasurer
Ian M. Kirschner................. 42 General Counsel and Secretary
</TABLE>
For additional information about Messrs. Whitman and Barse, see 'ELECTION
OF DIRECTORS' above.
8
<PAGE>
<PAGE>
Mr. Carney was the Chief Financial Officer ('CFO') of the Company from
August 1990 until March 1996 and has been the CFO of the Company and a director
of NAICC since August 1996. Since 1990, Mr. Carney has served as Treasurer and
CFO of TAVF and EQSF and, since 1989, as CFO of WHR, as well as MJW&Co., and MJW
and MJWHC and their predecessors. From 1990 through April 1994, Mr. Carney also
served as CFO of Carl Marks Strategic Investments, L.P.; and from 1989 through
April 1994, Mr. Carney served as Treasurer and CFO of Equity Strategies Fund.
From 1988 to 1989, Mr. Carney was the Director of Accounting of Smith New Court,
Carl Marks, Inc., and, from 1986 to 1988, Mr. Carney served as the Controller of
Carl Marks & Co., Inc. Mr. Carney graduated from St. John's University in 1981
with a Bachelor of Science degree in Accounting.
Mr. Kirschner has been the General Counsel and Secretary of DHC since
August 1996. Mr. Kirschner has also served as General Counsel and Secretary of
MJWHC and MJW since January 1996 and of TAVF and EQSF since January 1997. From
February 1993 to June 1995, Mr. Kirschner was a Vice President, the General
Counsel and Secretary of 2 I Inc., a then NASDAQ Small-Cap listed holding
company. Mr. Kirschner has been practicing law since 1979, and was Of Counsel to
Morgan, Lewis & Bockius, from October, 1990 to October, 1992. Mr. Kirschner
obtained a Bachelor of Arts degree from the State University of New York at
Binghamton in 1976 and a Juris Doctor from Boston University School of Law in
1979.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table presents certain information
relating to compensation paid by DHC for services rendered in 1997 by the Chief
Executive Officer. No other executive officer of DHC had cash compensation for
such year in excess of $100,000. Only those columns which call for information
applicable to DHC or the individual named for the periods indicated have been
included in such table.
<TABLE>
<CAPTION>
ANNUAL LONG TERM
COMPENSATION COMPENSATION
------------------ ------------
AWARDS
------------
SECURITIES
UNDERLYING ALL OTHER
SALARY(a) BONUS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ------------------------------------------------------ ---- --------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
1997 $ 200,000 0 0 0
Martin J. Whitman .................................... 1996 $ 200,000 0 0 0
Chairman of the Board & Chief Executive Officer 1995 $ 200,000 0 0 0
</TABLE>
- ------------
(a) Amounts shown indicate cash compensation earned and received by executive
officers in the year shown. Executive officers also participate in DHC
group health insurance.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table presents certain information relating to the value of
unexercised stock options as of the end of 1997, on an aggregated basis, owned
by the named executive officer of DHC as of the last day of the fiscal year.
Such officer did not exercise any of such options during 1997. Only those
tabular columns which call for information applicable to DHC or the named
individual have been included in such table.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
YEAR-END(#) AT FISCAL YEAR-END($)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Martin J. Whitman........................................ 210,000 0 $892,500 0
</TABLE>
9
<PAGE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, none of the persons who served as members of the Compensation
Committee of DHC's Board of Directors also was, during that year or previously,
an officer or employee of DHC or any of its subsidiaries or had any other
relationship requiring disclosure herein.
BOARD OF DIRECTORS COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the 'Committee'),
during 1997, was comprised of three independent (i.e., non-employee) directors.
The Committee provided the following report on executive compensation during
1997 as required by applicable securities regulations:
'The Committee's overriding goal continues to be to structure
compensation in a way that will attract and retain highly qualified
executives who will conduct the business of the Company in a manner that
will maximize stockholder value.
The annual base salary of each of the Company's executive officers
remained the same as for 1996, $200,000 for Mr. Whitman, $75,000 each for
Messrs. Barse and Carney and $50,000 for Mr. Kirschner. The Company needed
to balance its desire not to take significant additional cash out of the
Company in the form of executive compensation while the Company continues
to search for appropriate opportunities to meet its goal of maximizing
stockholder values with the reality of the extensive efforts which would be
required of each of these executives in identifying and negotiating
potential transactions on behalf of the Company. The Company was able to
initially obtain these executives at this level of compensation in part
because they are also employed by affiliates of the Company, and the
Committee believed that it was appropriate to maintain these compensation
levels for its executive officers.
In addition to the cash compensation of its executives, the Company
granted stock options during the year under its 1995 Stock and Incentive
Plan (the '1995 Plan'). On July 1, 1997, an option to purchase 10,000
shares of the Company's Common Stock was granted to one employee of the
Company's main subsidiary, National American Insurance Company of
California ('NAICC'), as part of a package to retain the services of such
employee. On December 15, 1997, the Committee granted options to purchase
an aggregate of 155,000 shares of the Company's Common Stock at an exercise
price of $7.0625 per share (the mean of the high and low prices of the
Common Stock on the American Stock Exchange on the date of grant). The
options were granted to employees of the Company (including Messrs. Barse,
Carney and Kirschner), as well as to certain key employees of NAICC. Of
these options, 50,000 were granted to Mr. Barse, 35,000 were granted to Mr.
Carney and 5,000 were granted to Mr. Kirschner.
In making determinations regarding compensation, the Committee does
not rely upon quantitative measures or other measurable objective indicia,
such as earnings or specifically weighted factors or compensation formulae.
In light of the fact that the Company, at the parent-company level, is a
holding company with a small staff responsible for numerous and diverse
areas of the Company's business and management, and given the high level of
awareness each executive has of the others' activities and contributions,
the Committee evaluates executive performance and reaches compensation
decisions based, in part, upon the recommendations of the Company's
executives.
Finally, the Committee notes that Section 162(m) of the Internal
Revenue Code, in most circumstances, limits to $1 million the deductibility
of compensation, including stock-based compensation, paid to top executives
by public companies. None of the 1997 compensation paid to
10
<PAGE>
<PAGE>
the executive officers named in the Summary Compensation Table exceeded the
threshold for deductibility under Section 162(m).'
The Compensation Committee:
JOSEPH F. PORRINO
FRANK B. RYAN
WALLACE O. SELLERS
PERFORMANCE GRAPH
The following graph sets forth a comparison of the quarterly percentage
change in the Company's cumulative total stockholder return on Common Stock with
the Standard & Poor's 500 Stock Index* and the NASDAQ Financial Sub Index.**
(The Company had previously used the AMEX Industrial (Financial) Index, which is
no longer published by AMEX and so can no longer be used for comparison.) The
foregoing cumulative total returns are computed assuming (i) an initial
investment of $100, and (ii) the reinvestment of dividends at the frequency with
which dividends were paid during the applicable years. The Company has never
paid any dividend on shares of Common Stock. The graph below reflects
comparative information for the five fiscal years of the Company beginning with
the close of trading on December 31, 1992 and ending December 31, 1997. The
stockholder return reflected below is not necessarily indicative of future
performance.
<TABLE>
<CAPTION>
Danielson NASDAQ Standard &
Holdings Financial Poors 500
Corporation Sub Index Stock Index
<S> <C> <C> <C>
"12/92" 100 100 100
"3/93" 148 107 104
"6/93" 183 103 103
"9/93" 214 108 105
"12/93" 228 105 107
"3/94" 183 102 102
"6/94" 183 108 102
"9/94" 248 108 106
"12/94" 210 100 105
"3/95" 183 111 115
"6/95" 217 120 125
"9/95" 207 135 134
"12/95" 190 145 141
"3/96" 210 150 148
"6/96" 184 152 154
"9/96" 152 166 158
"12/96" 138 186 170
"3/97" 190 193 174
"6/97" 217 225 203
"9/97" 248 263 217
"12/97" 200 291 223
</TABLE>
- ------------
* The Standard & Poor's 500 Stock Index is a capitalization-weighted index of
500 stocks designed to measure performance of the broad domestic economy
through changes in the aggregate market value of 500 stocks representing all
major industries.
** The NASDAQ Financial Sub Index ('NFSI') is maintained by NASDAQ. As described
by NASDAQ, the NFSI consists of 100 large financial organizations listed on
the NASDAQ National Market.
11
<PAGE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DHC shares certain personnel and facilities with several affiliated and
unaffiliated companies (including M.J. Whitman, Inc. and EQSF Advisers, Inc., of
which Mr. Whitman is the Chairman and Chief Executive Officer, Mr. Barse is the
President and Chief Operating Officer, Mr. Carney is the Chief Financial Officer
and Mr. Kirschner is the General Counsel and Secretary), and certain expenses
are allocated among the various entities. Personnel costs are allocated based
upon actual time spent on DHC's business or upon fixed percentages of
compensation. Costs relating to office space and equipment are allocated based
upon fixed percentages. Inter-company balances are reconciled and reimbursed on
a monthly basis.
CONFIRMATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected KPMG Peat Marwick LLP as independent certified
public accountants to audit the books and records of the Company for the current
fiscal year and recommends that the stockholders confirm such selection. KPMG
Peat Marwick LLP served in that capacity with respect to 1997. In the event of a
negative vote, the Board of Directors will reconsider its selection. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting, to have the opportunity to make a statement and to respond to
appropriate questions from stockholders.
PROPOSALS AND NOMINATIONS BY STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders of the Company must be received by the Company for
inclusion in the Proxy Statement and form(s) of proxy relating to such Annual
Meeting no later than December 31, 1998. Stockholder proposals should be
directed to the attention of the Secretary of the Company at the address of the
Company set forth on the first page of this Proxy Statement. Timely receipt of a
stockholder's proposal will satisfy only one of various conditions established
by the SEC for inclusion in the Company's proxy materials.
By Order of the Board of Directors
DANIELSON HOLDING CORPORATION
IAN M. KIRSCHNER
Secretary
August 19, 1998
12
<PAGE>
<PAGE>
APPENDIX 1
DANIELSON HOLDING CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints David M. Barse and Ian M. Kirschner, or either
of them, with power of substitution, attorneys and proxies to represent the
undersigned at the Annual Meeting of Stockholders of DANIELSON HOLDING
CORPORATION ('Danielson'), to be held on September 15, 1998 at The Roosevelt
Hotel, New York, New York at 10:00 a.m., New York time, or at any adjournment
thereof, to vote all shares of Danielson common stock, $0.10 par value per
share, which the undersigned is entitled to vote as designated on the reverse
side and upon such other business that may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
<PAGE>
Please Detach and Mail in the Envelope Provided.
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
<TABLE>
<CAPTION>
FOR ALL AGAINST AS TO
NOMINEES ALL NOMINEES
<S> <C> <C> <C>
1. The election of the Nominees: Martin J. Whitman
persons listed at [ ] [ ] David M. Barse
right as Directors of Joseph F. Porrino
Danielson to serve until the next Annual Meeting of Eugene M. Isenberg
Stockholders and until their respective successors Frank B. Ryan
shall be duly elected and qualified. Wallace O. Sellers
Stanley J. Garstka
Timothy C. Collins
Anthony G. Petrello
[ ] FOR, except vote withheld from the following nominees.
------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
2. Confirmation of the selection of KPMG Peat Marwick
LLP as independent certified public accountants
for Danielson for the fiscal year ending
December 31, 1998. [ ] [ ] [ ]
</TABLE>
3. To vote and otherwise represent the shares on any other matters which may
properly come before the meeting or any adjournments thereof according to
their decision and in their discretion.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED FOR THE PROPOSALS AND, IN THE DISCRETION OF THE
PROXY HOLDERS, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED IN
ACCORDANCE WITH THE STOCKHOLDER'S SPECIFICATIONS HEREON. IN THE ABSENCE OF
SUCH SPECIFICATION, THE PROXY WILL BE VOTED 'FOR' THE ELECTION OF DIRECTORS
AND 'FOR' CONFIRMATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature(s)-----------------------------------------Date--------------------
Note: Please sign exactly as name appears hereon and date. If the shares are
held jointly, each holder should sign. When signing as an attorney, executor,
administrator, trustee or guardian or as an officer for a corporation, please
give full title under signature.
