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)