-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LP/cWuoUpG39PYwGfhQX9zmYsXdaCu3wnuk68Kj0H9vf0PFR3M9tQiwD3l2Lor7d bWMzg9Ey9DzaHxG5SX8xDg== 0000899140-04-000877.txt : 20040621 0000899140-04-000877.hdr.sgml : 20040621 20040621172741 ACCESSION NUMBER: 0000899140-04-000877 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040621 GROUP MEMBERS: D.E. SHAW GROUP MEMBERS: D.E. SHAW & CO., L.L.C. GROUP MEMBERS: D.E. SHAW & CO., L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 120 W 45TH STREET STREET 2: TOWER 45, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DANIELSON HOLDING CORP CENTRAL INDEX KEY: 0000225648 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 956021257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02837 FILM NUMBER: 04873192 BUSINESS ADDRESS: STREET 1: 767 THIRD AVE 5TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128880347 MAIL ADDRESS: STREET 1: 767 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017-2023 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 FORMER COMPANY: FORMER CONFORMED NAME: MISSION EQUITIES CORP DATE OF NAME CHANGE: 19770921 SC 13D/A 1 l2570456a.txt AMENDMENT NO. 1 ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.......11 ---------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Danielson Holding Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 236274106 - -------------------------------------------------------------------------------- (CUSIP Number) D. E. Shaw Laminar Portfolios, L.L.C. Attn: Compliance Department 120 West Forty-Fifth Street Floor 39, Tower 45 New York, NY 10036 212-478-0000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Steven Wilamowsky, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 (212) 728-8000 June 11, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------------------- ------------------------------- CUSIP No. 236274106 Page 1 of 11 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw Laminar Portfolios, L.L.C. FEIN 01-0577802 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3 of this Schedule 13D) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,629,222 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,629,222 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,629,222 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - ---------- 1 Calculated based on a total of 72,772,276 shares of Common Stock, based on information provided to the Reporting Persons by the Issuer. - ------------------------------- ------------------------------- CUSIP No. 236274106 Page 2 of 11 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw & Co., L.P. FEIN 13-3695715 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3 of this Schedule 13D) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,629,222 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,629,222 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,629,222 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN - -------------------------------------------------------------------------------- - ---------- 1 Calculated based on a total of 72,772,276 shares of Common Stock, based on information provided to the Reporting Persons by the Issuer. - ------------------------------- ------------------------------- CUSIP No. 236274106 Page 3 of 11 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON D. E. Shaw & Co., L.L.C. FEIN 13-3799946 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3 of this Schedule 13D) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,629,222 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,629,222 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,629,222 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- - ---------- 1 Calculated based on a total of 72,772,276 shares of Common Stock, based on information provided to the Reporting Persons by the Issuer. - ------------------------------- ------------------------------- CUSIP No. 236274106 Page 4 of 11 Pages - ------------------------------- ------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David E. Shaw - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO (see Item 3 of this Schedule 13D) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 13,629,222 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 13,629,222 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,629,222 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7%(1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - ---------- 1 Calculated based on a total of 72,772,276 shares of Common Stock, based on information provided to the Reporting Persons by the Issuer. This Amendment No. 1 amends and supplements the Schedule 13D originally filed on December 12, 2003 and is being filed on behalf of D. E. Shaw Laminar Portfolios, L.L.C., a Delaware limited liability company ("Laminar"), D. E. Shaw & Co., L.P., a Delaware limited partnership ("DESCO LP"), D. E. Shaw & Co., L.L.C., a Delaware limited liability company ("DESCO LLC"), and David E. Shaw, a citizen of the United States of America (David E. Shaw, together with Laminar, DESCO LP and DESCO LLC, collectively, the "Reporting Persons"), relating to the common stock, par value $0.10 per share ("Common Stock"), of Danielson Holding Corporation, a Delaware corporation ("Issuer"). This Amendment is being filed promptly following the acquisition by Laminar of an aggregate of an additional 10,841,095 shares of Common Stock, consisting of 2,091,095 shares of Common Stock acquired pursuant to a pro rata rights offering to all stockholders by the Issuer completed on June 11, 2004 (the "Rights Offering") and 8,750,000 shares of Common Stock acquired on the same date from the Issuer pursuant to the Note Purchase Agreement. The Reporting Persons are filing jointly and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1 and incorporated herein by reference. Unless otherwise defined, capitalized terms used in this Amendment No. 1 shall have the meaning ascribed to them in the original Schedule 13D filed by the Reporting Persons on December 12, 2003. Item 3. Source and Amount of Funds or Other Consideration. The information in this Item 3 is hereby amended and supplemented by inserting the following text immediately after the last paragraph of this Item 3: On June 11, 2004, the Issuer completed the Rights Offering of 27,438,118 shares of its common stock. Each of Laminar, SZI and Third Avenue acquired additional shares in the Issuer's Common Stock in the Rights Offering. The Issuer has advised that the proceeds of the Rights Offering were used to repay the Bridge Loan and for general working capital purposes. The Issuer repaid the Bridge Loan in full on June 11, 2004. Pursuant to the terms of the Note Purchase Agreement, on June 11, 2004, the Issuer applied $13,387,500 of the outstanding principal and interest on the Laminar Note to the acquisition by Laminar of 8,750,000 shares of the Issuer's Common Stock at $1.53 per share. In addition, on the same date, the Issuer applied $3,199,375.35 of the outstanding principal and interest on the Laminar Note to the acquisition by Laminar of 2,091,095 shares of the Issuer's Common Stock at $1.53 per share pursuant to the Rights Offering. The Company paid Laminar the remaining $4,699,793.03 owed on the Laminar Note in cash on June 11, 2004. The above referenced payments together constitute payment in full of the Laminar Note as of June 11, 2004. Item 4. Purpose of Transaction. The information in this Item 4 is hereby amended and supplemented by inserting the following text immediately after the second paragraph of this Item 4: As a result of the Bankruptcy Court approval of the reorganization plan of Covanta, the Issuer's acquisition of Covanta on March 10, 2004, the completion of the Rights Offering on June 11, 2004, and the issuance to Laminar of 8,750,000 shares of Common Stock on June 11, 2004 pursuant to the Note Purchase Agreement, Laminar currently holds an aggregate of 13,629,222 shares of Common Stock. The information in this Item 4 is hereby further amended and supplemented by inserting the following text at the end of the fifth paragraph of this Item 4: The Letter Agreement applies to all of the Common Stock issued to Laminar pursuant to the Note Purchase Agreement (a total of 13,401,522 shares of Common Stock). Item 5. Interest in Securities of the Issuer. The information in this Item 5 is hereby amended and supplemented by replacing the text of this Item 5 with the following text: (a) To the knowledge of the Reporting Persons, based upon information provided by the Issuer to Laminar, there were approximately 72,772,276 shares of Common Stock outstanding as of June 11, 2004. Based upon the foregoing, the 13,629,222 shares of Common Stock owned by Laminar (the "Subject Shares") represent approximately 18.7% of the issued and outstanding Common Stock of the Issuer. (b) Laminar currently has the power to vote or to direct the vote of the Subject Shares owned by Laminar. DESCO LP as Laminar's investment adviser and DESCO LLC as Laminar's managing member also may be deemed to have the power to vote or direct the vote of the Subject Shares. As general partner of DESCO LP, DESCO, Inc. has the power to vote or to direct the vote of the Subject Shares. As managing member of DESCO LLC, DESCO II, Inc. may be deemed to have the power to vote or to direct the vote of the Subject Shares. None of DESCO LP, DESCO LLC, DESCO, Inc. or DESCO II, Inc. owns any shares of the Issuer directly and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any shares of the Issuer directly. By virtue of David E. Shaw's position as president and sole shareholder of DESCO, Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw's position as president and sole shareholder of DESCO II, Inc. which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the Subject Shares owned by Laminar, constituting 18.7% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. Each of the Reporting Persons, DESCO Inc. and DESCO II, Inc. disclaims beneficial ownership of any securities of the Issuer beneficially owned by SZI or Third Avenue. As of the date hereof, neither any Reporting Person, nor to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owns any shares of Common Stock other than the shares owned by Laminar. (c) Except as set forth above, during the last 60 days, no transactions in the Common Stock were effected by any Reporting Person, or to the best knowledge of any Reporting Person, any of the persons set forth in Item 2. (d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by Laminar. Clause (e) of Item 5 of Schedule 13D is not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information in this Item 6 is hereby amended and supplemented by inserting the following text after the first paragraph of this Item 6: Laminar and the Issuer have entered into a letter agreement dated as of June 9, 2004 (the "Rights Offering Letter Agreement") which sets forth the procedures applicable to the provisions of the Note Purchase Agreement relating to Laminar's participation in the Rights Offering and is attached hereto as Exhibit 3 and is incorporated by reference herein. Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the persons listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer. Item 7. Material to be filed as Exhibits. Exhibit 1 Joint Filing Agreement, by and among the Reporting Persons, dated June 21, 2004. Exhibit 2 Powers of Attorney, granted by David E. Shaw in favor of Eric Wepsic, dated February 24, 2004. Exhibit 3 Letter Agreement, by and between Danielson Holding Corporation and D. E. Shaw Laminar Portfolios, L.L.C., dated June 9, 2004. Exhibit 4 Note Purchase Agreement, by and among Danielson Holding Corporation, D. E. Shaw Laminar Portfolios, L.L.C., SZ Investments, L.L.C., and Third Avenue Trust on behalf of the Third Avenue Value Fund Series, dated as of December 2, 2003 (Incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by Danielson Holding Corporation on December 5, 2003). Exhibit 5 Registration Rights Agreement, by and among Danielson Holding Corporation, D. E. Shaw Laminar Portfolios, L.L.C., SZ Investments, L.L.C., and Third Avenue Trust on behalf of the Third Avenue Value Fund Series, dated as of December 2, 2003 (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Danielson Holding Corporation on December 5, 2003). Exhibit 6 Letter Agreement between Danielson Holding Corporation and D. E. Shaw Laminar Portfolios, L.L.C., dated as of December 2, 2003.* Exhibit 7 Disclaimer of Affiliation and Control, submitted by D. E. Shaw Laminar Portfolios, L.L.C. to the Insurance Commissioner of the State of California, dated December 2, 2003, as amended by the Amendment and Supplement to Disclaimer of Affiliation and Control, dated December 12, 2003.* Exhibit 8 Disclaimer of Affiliation and Control, submitted by D. E. Shaw Laminar Portfolios, L.L.C. to the Insurance Commissioner of the State of Montana, dated December 2, 2003, as amended by the Amendment and Supplement to Disclaimer of Affiliation and Control, dated December 12, 2003.* - ---------- * Filed on December 12, 2003 on Schedule 13D SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated February 24, 2004 granted by David E. Shaw in favor of Eric Wepsic are attached hereto as Exhibit 2 and incorporated herein by reference. Dated: June 21, 2004 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.L.C., as managing member By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.P. By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & CO., L.L.C. By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director DAVID E. SHAW By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Attorney-in-Fact for David E. Shaw EX-1 2 l2570456b.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of this amendment to a statement on Schedule 13D with respect to the common stock, par value $.10 per share of Danielson Holding Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 21st day of June, 2004. D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: D. E. SHAW & CO., L.L.C., as managing member By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & Co., L.P. By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director D. E. SHAW & Co., L.L.C. By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Managing Director DAVID E. SHAW By: /s/ Eric Wepsic -------------------------------- Name: Eric Wepsic Title: Attorney-in-Fact for David E. Shaw EX-2 3 l2570456c.txt POWERS OF ATTORNEY Exhibit 2 POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P. and general partner or managing member of other entities, any which in turn may be acting for itself or other entities) all documents, certificates, instruments, statement, other filings, and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution, delivery, furnishing, and/or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co., Inc. /s/David E. Shaw New York, New York POWER OF ATTORNEY FOR CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, David E. Shaw, hereby make, constitute and appoint each of: Anne Dinning, Julius Gaudio, Lou Salkind, Stuart Steckler, and Eric Wepsic, acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself and as the managing member of D. E. Shaw & Co., L.L.C., which in turn may be acting for itself or as the managing member of other companies) all documents, certificates, instruments, statement, other filings and amendments to the forgoing (collectively, "documents") determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, 13D, 13F and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person's execution and delivery, furnishing or filing of the applicable document. This power of attorney shall be valid from the date hereof and replaces the power granted on February 5, 2001, which is hereby cancelled. IN WITNESS HEREOF, I have executed this instrument as of the date set forth below. Date: February 24, 2004 DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc. /s/David E. Shaw New York, New York EX-3 4 l2570456d.txt LETTER AGREEMENT Exhibit 3 D. E. Shaw Laminar Portfolios, L.L.C. 120 West Forty-Fifth Street Floor 39, Tower 45 New York, NY 10036 June 9, 2004 Mr. Philip Tinkler Danielson Holding Corporation 2 North Riverside Plaza, Suite 600 Chicago, IL 60606 Facsimile: (312) 454-9678 Re: Danielson Holding Corporation Rights Offering --------------------------------------------- With regard to the rights offering of common stock, par value $.10 per share (the "Common Stock") of Danielson Holding Corporation described in the prospectus supplement, dated May 18, 2004, to the Company's Registration Statement on Form S-3 (No. 333-39144) (the "Rights Offering"), set forth below is our understanding and agreement as to the procedures applicable to the provisions of that certain Note Purchase Agreement, dated as of December 2, 2003, by and among Danielson Holding Corporation ("Danielson") and, among others, D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") (the "Note Purchase Agreement") relating to Laminar's participation in the Rights Offering. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Note Purchase Agreement. Pursuant to Section 5.4(b) of the Note Purchase Agreement, Laminar and Danielson have agreed that Laminar shall participate fully in the Rights Offering in respect of rights accruing to the Escrowed Stock held by Laminar (constituting 2,560,427 shares of Danielson Common Stock (the "NPA Shares")). Additionally, Laminar and Danielson have further agreed, pursuant to Section 5.4(c) of the Note Purchase Agreement, that Laminar shall participate in the Rights Offering in respect of the 227,700 shares of Danielson Common Stock owned by Laminar on or before the date of the Note Purchase Agreement (the "Initial Shares" and, together with the NPA Shares, the "Subject Shares"), at the level of Public Participation in the Rights Offering. The parties agree that because of the pre-existing contractual obligations under the Note Purchase Agreement defining the obligations of Laminar to participate in the Rights Offering, the requirements to deliver a completed and executed exercise form with any required signature guarantees or other supplemental documentation, as otherwise applicable to the Rights Offering for the exercise of shares are not necessary to evidence Laminar's irrevocable intention to participate in the Rights Offering and the terms of the Note Purchase Agreement shall govern Laminar's participation in the Rights Offering with respect to the Subject Shares. No other documentation shall be required. At Danielson's request, in lieu of the procedures otherwise applicable to the Rights Offering for the exercise of shares, Laminar has delivered the Initial Shares to American Stock Transfer & Trust Company, the warrant agent for the Rights Offering (the "Warrant Agent"), to be held in escrow pending the closing of the Rights Offering, for the purpose of aggregating all shares to be held by Laminar as at the close of the Rights Offering into a single stock certificate. The NPA Shares are currently held in escrow by Danielson pursuant to its Certificate of Incorporation. In addition, the parties agree that in lieu of delivery of the exercise price payment by check, bank draft, money order or wire transfer to the Warrant Agent as otherwise applicable to the Rights Offering for the exercise of shares, no such payment will be required from Laminar with respect to the Subject Shares because payment shall be made by reduction and setoff from the amount otherwise required to be paid by Danielson to Laminar under the Note Purchase Agreement and the Note issued thereunder. The parties agree that compliance with the terms of this letter agreement shall constitute compliance with Laminar's obligations under the Note Purchase Agreement relating to its participation in the Rights Offering. In the event of a conflict between the express provisions of this letter and the Note Purchase Agreement, the Note Purchase Agreement shall govern. All provisions of the Note Purchase Agreement are hereby affirmed in all respects. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York. If you are in agreement with the foregoing, please sign in the space provided below and return a copy of this letter to Laminar. D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. By: /s/ Max Holmes Name: Max Holmes Title: Authorized Signatory Agreed: DANIELSON HOLDING CORPORATION By: /s/ Philip Tinkler Name: Philip Tinkler Title: Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----