UNITED STATES
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
Date of Report (Date of earliest event reported): March 17, 2006
COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)

         
Delaware   1-6732   95-6021257
         
(State or Other Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
     
40 Lane Road
Fairfield, New Jersey 		  07004
     
(Address of principal executive offices)   (Zip Code)
(973) 882-9000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
     As disclosed by Covanta Holding Corporation (the “Company”) in a Current Report on Form 8-K filed March 6, 2006, the Superior Court for the County of Los Angeles, at a hearing on March 2, 2006, approved and authorized the Rehabilitation Plan Implementation Agreement dated January 11, 2006 among the Company, John Garamendi, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust (the “Implementation Agreement”). Pursuant to an agreement accepted and agreed to on March 17, 2006 (the “Amendment”), the parties to the Implementation Agreement have agreed to amend the Implementation Agreement by changing its termination date from March 31, 2006 to May 31, 2006. The description in this Item 1.01 of the Amendment is qualified in entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
     There can be no assurance that the transactions contemplated by the Implementation Agreement as amended by the Amendment will be consummated.
Item 9.01. Financial Statements and Exhibits.
(a)   Financial Statements of Business Acquired – Not Applicable
 
(b)   Pro Forma Financial Information – Not Applicable
 
(c)   Exhibits
     
Exhibit No.  
Exhibit
 
   
10.1
  Amendment to Rehabilitation Plan Implementation Agreement, accepted and agreed to on March 17, 2006.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 20, 2006
         
COVANTA HOLDING CORPORATION
(Registrant)
  		 
By:   /s/ Timothy J. Simpson    
Name:   Timothy J. Simpson,   
Title:   Senior Vice President, General Counsel and Secretary   

 

 

         
COVANTA HOLDING CORPORATION
EXHIBIT INDEX
     
Exhibit No.  
Exhibit
 
   
10.1
  Amendment to Rehabilitation Plan Implementation Agreement, accepted and agreed to on March 17, 2006.

 

 

EXHIBIT 10.1
COVANTA HOLDING CORPORATION
40 Lane Road
Fairfield, New Jersey 07004
March 2, 2006
Mr. John Garamendi, Insurance Commissioner
  as Trustee of the MIC, MNIC and EIC Trusts
c/o Conservation & Liquidation Office
425 Market Street, 23rd Floor
San Francisco, CA 94105-2204
Attention: David E. Wilson, Special Deputy Insurance Commissioner
Re:      Amendment to Rehabilitation Plan Implementation Agreement
Ladies and Gentlemen:
Reference is made to that certain Amendment to Rehabilitation Plan Implementation Agreement, dated as of January 11, 2006 (the “ Original Agreement ”), between John Garamendi, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust (the “ Insurance Commissioner ”), on the one hand, and Covanta Holding Corporation (f/k/a Danielson Holding Corporation and as Mission Insurance Group, Inc.), on the other hand. The purpose of this letter (this “ Amendment Letter ”) is to amend Paragraph 75 of the Original Agreement for the purpose of extending the period of time to satisfy or waive the conditions precedent contained in the Original Agreement.
The parties hereto agree that Paragraph 75 of the Original Agreement is hereby amended by inserting the date “May 31, 2006” in place of “March 31, 2006” therein.
Except as amended hereby, the terms and conditions of the Original Agreement shall remain in full force and effect. Any references in the Original Agreement to “this Agreement,” “herein,” “hereafter,” “hereto,” “hereof,” and words of similar import shall, unless the context otherwise requires, mean or refer to the Original Agreement as amended by this Amendment Letter. This Amendment Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 

 

If the Insurance Commissioner is in agreement with the foregoing, please so indicate by signing below and returning to Covanta Holding Corporation one signed copy of this Amendment Letter.
         
  COVANTA HOLDING CORPORATION:
  		 
  By:   /s/ Craig Abolt    
    Name:   Craig Abolt   
    Title:   Senior Vice President and Chief
Financial Officer  		 
 
Accepted and agreed to this
17th day of March, 2006:
John Garamendi, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust
    /s/ David E. Wilson
 
David E. Wilson, Special Deputy Insurance Commissioner
     
cc:
  Mohsen Sultan
Jack Hom
Robert H. Nunnally, Jr.
Timothy J. Simpson
David S. Stone
C. Guerry Collins