Covanta Holding Corporation calls
special stockholder meeting
Covanta Holding Corporation announced that its
Board of Directors has called a Special Meeting of Stockholders
to be held on November 16, 2006. The Board of Directors also set
October 10, 2006, as the record date for holders of Covanta’s
common stock authorized to vote at such Special Meeting of Stockholders.
The purpose of the Special Meeting is to vote on proposed amendments
to Covanta’s charter in order to remove two provisions that
may restrict Covanta’s ability to access the capital markets.
Since 1990, Covanta has had provisions in its
certificate of incorporation that have restricted the acquisition
and transfer of common stock by owners of 5% or more of the outstanding
common stock in order to preserve the efficient use of Covanta’s
net operating loss tax carryforwards (NOLs).
As of December 31, 2005, Covanta reported that
it had $489 million of available NOLs. As a result of the growth
of Covanta’s taxable income and equity value, the Board of
Directors concluded that this provision was no longer necessary
to preserve Covanta’s efficient use of the NOLs and has authorized
its removal subject to approval by the Covanta stockholders. Covanta
believes that removing this restriction could increase the liquidity
of the Company’s common stock and improve the Company’s
ability to access the capital markets.
The Board also authorized, subject to stockholder
approval, the removal of another historical provision of Covanta’s
certificate of incorporation which requires stockholder approval
of the terms of any preferred stock issued by the Company to affiliates
and to holders of 1% or more of the common stock.
The Special Meeting will be held at Covanta’s
offices in Fairfield, New Jersey.