-----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, J+T9xjCY/w++/34EAURf2QOS8SEGdCfMI/6GCF5HEhGkIYD7Tb4yFBa1dZQYK0N8 xFHoTvMK2YITnacKWcerxw== 0000950123-02-007407.txt : 20020801 0000950123-02-007407.hdr.sgml : 20020801 20020801170821 ACCESSION NUMBER: 0000950123-02-007407 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020724 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020801 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06732 FILM NUMBER: 02717620 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 EQUITIES CORP DATE OF NAME CHANGE: 19770921 FORMER COMPANY: FORMER CONFORMED NAME: MISSION INSURANCE GROUP INC DATE OF NAME CHANGE: 19900826 8-K 1 y62639ae8vk.txt DANIELSON HOLDING CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JULY 24, 2002 Date of Report (Date of earliest event reported) DANIELSON HOLDING CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 1-6732 (Commission File Number) 95-6021257 (IRS Employer Identification Number) 1701 EAST MARKET STREET JEFFERSONVILLE, INDIANA 47130 (Address of Principal Executive Offices) (812) 288-0100 (Registrant's Telephone Number, Including Area Code) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. KPMG LLP ("KPMG") was previously the principal independent accounting firm for Danielson Holding Corporation ("DHC"). On July 25, 2002, KPMG's appointment as the principal independent accounting firm for DHC was terminated and Ernst & Young LLP ("E&Y") was engaged as DHC's principal independent accounting firm. The decision to change accountants was made by the Audit Committee of the Board of Directors of DHC. Prior to the change in principal independent accounting firms, DHC was actively considering whether it was advisable to change firms given the fact that DHC recently acquired a large operating subsidiary, American Commercial Lines LLC, which is engaged in a business different from DHC's traditional areas. DHC solicited information and bids from a group of accounting firms, including KPMG, and on the basis of that information the Audit Committee determined that DHC should change accounting firms. In connection with the audits of the two fiscal years ended December 31, 2001 and December 31, 2000 and during the subsequent interim period through July 25, 2002, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports. The audit reports of KPMG on the consolidated financial statements of DHC and its subsidiaries for the years ended December 31, 2001 and December 31, 2000, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During DHC's two most recent fiscal years (ended December 31, 2001 and December 31, 2000, respectively) and the subsequent interim period through July 25, 2002, DHC did not consult with E&Y regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. E&Y has reviewed the disclosures in this Item 4 and concurs with the statements regarding E&Y set forth herein. DHC has also provided KPMG with a copy of the disclosures contained herein and KPMG has furnished a letter to the Securities and Exchange Commission. A copy of KPMG's letter is filed as Exhibit 16.1 to this Current Report on Form 8-K. ITEM 5. OTHER EVENTS. Election of New Directors Each of the persons nominated to the Board of Directors of DHC in its Proxy Statement filed with the Securities and Exchange Commission on June 24, 2002 was elected as a Director of DHC at its Annual Meeting of Stockholders on July 24, 2002. The new Board of Directors for DHC is as set forth in the table below. Additional information regarding the new Directors can be located in the above-referenced Proxy Statement.
Director Director Age Since -------- --- ----- David M. Barse 40 1996 Michael C. Hagan 55 2002 Richard L. Huber 65 2002 Eugene M. Isenberg 72 1990 William Pate 38 1999 Joseph P. Sullivan 69 2002
Martin J. Whitman 77 1990 Clayton Yeutter 71 2002 Samuel Zell 61 1999
Appointment of New Officers At the July 24, 2002 Annual Meeting of the Stockholders the existing officers of DHC resigned and were replaced with the following individuals:
Name Age Principal Position ---- --- ------------------ Samuel Zell 61 President and Chief Executive Officer Paul F. Solomon 42 Executive Vice President, General Counsel and Secretary James J. Wolff 44 Chief Financial Officer and Treasurer
Written Premium Increases on NAICC's Non-Standard and Commercial Auto Insurance Lines On July 24, 2002, National American Insurance Company of California ("NAICC"), DHC's primary operating insurance subsidiary, decided to increase the aggregate net written premium run rate of its non-standard private passenger automobile insurance in the State of California and commercial automobile insurance in certain western states, including California, from $30 million (as announced in a Current Report on Form 8-K filed by DHC on December 11, 2001) to $50 million. This decision is intended to capitalize on favorable loss ratios occurring in NAICC's automobile insurance lines and to solidify the distribution network of NAICC's products. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit
Number Description 16.1 Letter Regarding Change in Certifying Accountant.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 1, 2002 DANIELSON HOLDING CORPORATION (Registrant) By: /s/ James J. Wolff ------------------- Name: James J. Wolff Title: Chief Financial Officer and Treasurer (Principal Accounting Officer) EX-16.1 3 y62639aexv16w1.txt LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT EXHIBIT 16.1 LETTER REGARDING CHANGE IN CERTIFYING ACCOUNTANT August 1, 2002 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Danielson Holding Corporation and, under the date of March 5, 2002, except for note 15, which is as of March 15, 2002, we reported on the consolidated financial statements of Danielson Holding Corporation as of and for the years ended December 31, 2001 and 2000. We were notified on July 26, 2002 that our appointment as principal accountants was terminated. We have read Danielson Holding Corporation's statements included under Item 4 of its Form 8-K dated July 24, 2002, and we agree with such statements, except that we are not in a position to agree or disagree with Danielson Holding Corporation's statement that the change was recommended and approved by the audit committee of the board of directors or with the statement that Ernst & Young, LLP was not engaged regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on Danielson Holding Corporation's consolidated financial statements. We have no basis to agree or disagree with the other statements of the registrant contained therein. Very truly yours, KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----