Date: September 22, 2006
Source: Covanta Holding Corporation
Covanta Holding Corporation Announces Special Meeting of Stockholders to Amend Charter
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.
Covanta Holding Corporation is a New York Stock Exchange listed company, engaging in waste disposal, energy services and specialty insurance through its subsidiaries. Its subsidiary, Covanta Energy Corporation, is an internationally recognized owner and operator of waste-to-energy and power generation projects. Covanta's waste-to-energy facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States.
Note: Covanta's charter contains restrictions that prohibit parties from acquiring 5% or more of Covanta's common stock without its prior consent.
For more information, visit: www.covantaholding.com.
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