-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DUMwtgyaX4l1yqe94EJV9LKmaXUiGABe1QU+4B0Kv/tNwBkwBYXMCuUTMZXM1AOq AiqWoHyB5LvVSIh8p3lphA== 0000096223-03-000077.txt : 20030729 0000096223-03-000077.hdr.sgml : 20030729 20030729155555 ACCESSION NUMBER: 0000096223-03-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030729 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05721 FILM NUMBER: 03808762 BUSINESS ADDRESS: STREET 1: 315 PARK AVE S CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2124601900 MAIL ADDRESS: STREET 1: 315 PARK AVENUE SOUTH CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: TALCOTT NATIONAL CORP DATE OF NAME CHANGE: 19800603 8-K 1 july298k.txt LEUCADIA NATIONAL CORPORATION JULY 29, 2003 8-K 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 - July 29, 2003 (Date of Earliest Event Reported) LEUCADIA NATIONAL CORPORATION (Exact name of registrant as specified in its charter) Commission File No. 1-5721 New York 13-2615557 - -------------------------------- ---------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) 315 Park Avenue South New York, NY 10010 - --------------------------------- ---------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 460-1900 Item 5. Other Events - ------- ------------ The information set forth in the press release issued by Leucadia National Corporation on July 29, 2003, attached hereto as Exhibit 99.1, is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------ ------------------------------------------------------------------ (c) Exhibits. 99.1 Press Release of Leucadia National Corporation, dated July 29, 2003. 2 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 hereunto duly authorized. LEUCADIA NATIONAL CORPORATION By:/s/ Joseph A. Orlando --------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer Date: July 29, 2003 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated July 29, 2003. EX-99 3 wilteljuly29press2.txt EXHIBIT 99.1 LEUCADIA NATIONAL PRESS RELEASE Exhibit 99.1 July 29, 2003 FOR IMMEDIATE RELEASE Contact: Laura Ulbrandt (212) 460-1900 LEUCADIA NATIONAL CORPORATION WITHDRAWS PROPOSAL FOR WILTEL EXCHANGE OFFER Leucadia National Corporation (LUK - NYSE and PCX) announced today that Leucadia has withdrawn its May 15, 2003 request that the Board of Directors of WilTel Communications Group, Inc. ("WilTel") take action under the Stockholders Agreement between Leucadia and WilTel to allow Leucadia to make an exchange offer of 0.3565 of a Leucadia common share for each share of WilTel. Leucadia's request was for the Board to permit an offer to go forward now for the 52.6% of WilTel not already owned by Leucadia rather than having to wait until October 15, 2004, at which time the proposed exchange offer would be permitted to be made under the Stockholders Agreement. The request was directed to a Special Committee of the WilTel Board - comprised of the independent directors - which engaged its own counsel and financial advisor. Certain Committee members expressed the view that WilTel needed to be "shopped" for the Committee to evaluate Leucadia's proposal by a market survey. As the owner of 47.4% of WilTel shares, Leucadia told the Special Committee that Leucadia has no intention of selling its shares, that therefore a sale of WilTel to a third party is not realistic. Leucadia told the Special Committee that it believes that "shopping" WilTel is likely to create a false impression that Leucadia might be willing to support a sale of WilTel or its assets and that - based on discussions with management - any such impression caused by the "shopping" would be detrimental to the stability and progress which the management team has sought to achieve since WilTel's emergence from bankruptcy. Although Leucadia has sought to receive assurances from the Special Committee that it will not proceed to solicit offers for WilTel or its assets, such assurances have not been forthcoming. Leucadia therefore has determined to withdraw the request and the proposed exchange offer so that WilTel's customers, suppliers and employees will not speculate that Leucadia is exiting its WilTel investment and so as to avoid the risk of harm to WilTel's business. Leucadia continues to believe that WilTel shareholders would be better served by owning Leucadia shares and Leucadia will continue to evaluate its options with respect to acquiring additional WilTel shares as permitted by the Stockholder Agreement, including the possibility of seeking stockholder approval to amend its terms. No determination has been reached as to the course of action to be pursued. Leucadia National Corporation is a holding company engaged in a variety of businesses, including telecommunications (principally through its 47.4% interest in WilTel), banking and lending (principally through American Investment Bank, N.A.), manufacturing (through its Plastics Division), real estate activities, winery operations, development of a copper mine (through its 72.8% interest in MK Gold Company) and property and casualty reinsurance. The Company currently has equity interests of more than 5% in the following domestic public companies: AmeriKing, Inc. (6.8%), Carmike Cinemas, Inc. (11%), GFSI Holdings, Inc. (6.9%), The FINOVA Group, Inc. (indirectly 25% through its interest in Berkadia), HomeFed Corporation (30.3%), Jackson Products, Inc. (8.8%), Jordan Industries, Inc. (10.1%), ParkerVision, Inc. (7.4%) and WilTel Communications Group, Inc. (47.4%). -----END PRIVACY-ENHANCED MESSAGE-----