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): April 5, 2004 DANIELSON HOLDING CORPORATION --------------- (Exact name of Registrant as Specified in Its Charter) Delaware 1-6732 95-6021257 -------- ------ ---------- (State or Other (Commission file number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation or Organization) 2 North Riverside Plaza Suite 600 Chicago, Illinois 60606 ----------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (312) 466-4030 ---------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------- (Former name or former address, if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Material Events And Regulation FD Disclosures. On April 5, 2004, Danielson Holding Corporation (the "Company") issued a press release announcing that Samuel Zell, Chairman of the Board of Directors, President and Chief Executive Officer of the Company has indicated his intention to step down as both the President and the Chief Executive Officer and as a member of the Board of Directors not later than December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements - Not Applicable. (b) Pro Forma Financial Information - Not Applicable. (c) Exhibits Exhibit No. Exhibit ----------- ------- 99.1 Press Release issued by Danielson Holding Corporation dated April 5, 2004 regarding the intention of Samuel Zell to step down as both the President and the Chief Executive Officer and as a member of the Board of Directors not later than December 31, 2004. 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: April 5, 2004 DANIELSON HOLDING CORPORATION (Registrant) By: /s/ Philip G. Tinkler ------------------------------------- Name: Philip G. Tinkler, Title: Chief Financial Officer DANIELSON HOLDING CORPORATION EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release issued by Danielson Holding Corporation dated April 5, 2004 regarding the intention of Samuel Zell to step down as both the President and the Chief Executive Officer and as a member of the Board of Directors not later than December 31, 2004.