Securities and Exchange Commission Washington, D.C. 20549 ------------------------------------------------------ FORM 8-A Securities and Exchange Commission Washington, D.C. 20549 For registration of certain classes of securities pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934 DANIELSON HOLDING CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-6021257 (State of incorporation (I.R.S. Employer or organization) Identification No.) 767 THIRD AVENUE, NEW YORK, NEW YORK 10017-2023 (Address of principal executive offices) (Zip Code) ------------------------------------------------------ If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[ ] Securities Act registration statement file number to which this form relates: 333-39144 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Common Stock, $.10 Par Value American Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE Item 1. Description of Registrant's Securities to be Registered. A description of the Common Stock, par value $0.10 per share, (the "Securities") of Danielson Holding Corporation (the "Registrant") is contained in the prospectus, dated May 2, 2001, which forms a part of the Registrant's Registration Statement on Form S-3 (File No. 333-39144) (the "S-3 Registration Statement"), as amended, as originally filed on June 13, 2000 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (such prospectus being the "Prospectus"). The description of the Securities contained on pages 6 through 7 of the Prospectus, under the caption "Description of Common Stock," is hereby incorporated by reference into this Form 8-A. Item 2. Exhibits. 1. Registrant's S-3 Registration Statement (incorporated by reference). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: May 17, 2002 DANIELSON HOLDING CORPORATION By /s/ David M. Barse ---------------------------------- David M. Barse President and Chief Operating Officer Exhibit Index Exhibit Description ------- ----------- 1. Registrant's S-3 Registration Statement (incorporated by reference).