-----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, HDg/zqgF4G4l0wzDKbSDgswXfwz766vmT6LbPzJdloHRo+JaRHgTVqN6hs++jf13 Cyey8mQ/6Je5YnQcW7TtPA== 0000909518-03-000286.txt : 20030515 0000909518-03-000286.hdr.sgml : 20030515 20030515115052 ACCESSION NUMBER: 0000909518-03-000286 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030515 GROUP MEMBERS: LUK ACQUISITION I, LLC GROUP MEMBERS: LUK ACQUISITION II, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WILTEL COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001195454 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 010744785 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78549 FILM NUMBER: 03702225 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY CENTER CITY: TULSA STATE: OK ZIP: 74103 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 mv5-15_13da2.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 WILTEL COMMUNICATIONS GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of class of securities) 972487 10 2 - -------------------------------------------------------------------------------- (CUSIP number) JOSEPH A. ORLANDO VICE PRESIDENT AND CHIEF FINANCIAL OFFICER LEUCADIA NATIONAL CORPORATION 315 PARK AVENUE SOUTH NEW YORK, NEW YORK 10010 WITH A COPY TO: ANDREA A. BERNSTEIN, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) MAY 15, 2003 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. (Continued on following pages) (Page 1 of 7 pages) ================================================================================
- ---------------------------------------------------------------------------------- --------------------------------- CUSIP No. 972487 10 2 13D - ---------------------------------------------------------------------------------- --------------------------------- - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 1 NAME OF REPORTING PERSON: LUK Acquisition I, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ---------------------- ------------------------------------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------- -------- ---------------------------------------------------- --------------------------------- NUMBER OF 7 SOLE VOTING POWER: -0- SHARES -------- ---------------------------------------------------- --------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 11,775,000 (see Item 5) OWNED BY -------- ---------------------------------------------------- --------------------------------- EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING -------- ---------------------------------------------------- --------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,775,000 (see Item 5) - ---------------------- -------------------------------------------------------------------------- --------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 11,775,000 (see Item 5) - ---------------------- ------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 23.55% - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 14 TYPE OF REPORTING PERSON: OO (Limited Liability Company) - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 2 - ---------------------------------------------------------------------------------- --------------------------------- CUSIP No. 972487 10 2 13D - ---------------------------------------------------------------------------------- --------------------------------- - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 1 NAME OF REPORTING PERSON: LUK Acquisition II, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ---------------------- ------------------------------------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - ----------------------------------- -------- ---------------------------------------------------- --------------------------------- NUMBER OF 7 SOLE VOTING POWER: -0- SHARES -------- ---------------------------------------------------- --------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 10,225,000 (see Item 5) OWNED BY -------- ---------------------------------------------------- --------------------------------- EACH 9 SOLE DISPOSITIVE POWER: -0- REPORTING -------- ---------------------------------------------------- --------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 10,225,000 (see Item 5) - ---------------------- -------------------------------------------------------------------------- --------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 10,225,000 (see Item 5) - ---------------------- ------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 20.45% - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 14 TYPE OF REPORTING PERSON: OO (Limited Liability Company) - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 3 - ---------------------------------------------------------------------------------- --------------------------------- CUSIP No. 972487 10 2 13D - ---------------------------------------------------------------------------------- --------------------------------- - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 1 NAME OF REPORTING PERSON: Leucadia National Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ---------------------- ------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x] (b) [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ---------------------- ------------------------------------- ---------------------------------------------------------------------- 4 SOURCE OF FUNDS: N/A - ---------------------- ------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [_] - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: New York - ----------------------------------- -------- ---------------------------------------------------- --------------------------------- NUMBER OF 7 SOLE VOTING POWER: 1,700,000 SHARES -------- ---------------------------------------------------- --------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 22,000,000 (see Item 5) OWNED BY -------- ---------------------------------------------------- --------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,700,000 REPORTING -------- ---------------------------------------------------- --------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 22,000,000 (see Item 5) - ---------------------- -------------------------------------------------------------------------- --------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 23,700,000 (see Item 5) - ---------------------- ------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [_] - ---------------------- ------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 47.40% - ---------------------- ----------------------------------------------------------- ------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ---------------------- ----------------------------------------------------------- ------------------------------------------------
4 Item 1. Security and Issuer. ------------------- This Statement constitutes Amendment No. 2 ("Amendment No. 2") to the statement on Schedule 13D (the "Original 13D") filed with the Securities and Exchange Commission by Leucadia National Corporation ("Leucadia"), and its subsidiaries, LUK Acquisition I, LLC ("LUK I") and LUK Acquisition II, LLC ("LUK II"), with respect to the common stock, $0.01 par value per share (the "WilTel Common Stock"), of WilTel Communications Group, Inc., a Nevada corporation ("WilTel"). Unless otherwise indicated, all capitalized terms used herein have the meanings ascribed to them in the Original 13D. Item 4. Purpose of Transaction. ---------------------- On May 15, 2003, Leucadia sent a letter (the "Letter") to the Board of Directors of WilTel relating to a potential registered exchange offer by Leucadia in which stockholders of WilTel would receive 0.3565 common shares of Leucadia in exchange for each share of WilTel common stock (representing a 30% premium to WilTel's stock price based on the closing price of the common stock of Leucadia ($38.65 per share) and WilTel ($10.60 per share) on May 14, 2003). A copy of the Letter is attached hereto as Exhibit 2 and incorporated herein by reference. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Any offer will only be made through a prospectus, which is part of a registration statement to be filed with the Securities and Exchange Commission (the "SEC"). WilTel shareholders are urged to carefully review the registration statement and the prospectus included therein, and the Schedule TO and other documents relating to the offer that will be filed by Leucadia with the SEC when they become available because these documents will contain important information relating to the offer. You may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by Leucadia with the SEC, at the SEC's Web site at www.sec.gov. Once the registration statement, as well as any documents incorporated by reference therein and the Schedule TO have been filed with the SEC, you will also be able to inspect and copy these documents at the public reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY READ THE PROSPECTUS AND THE TENDER OFFER STATEMENT ON SCHEDULE TO WHEN THEY BECOME AVAILABLE BEFORE MAKING A DECISION CONCERNING LEUCADIA'S PROPOSED OFFER. 5 Item 7. Material to be Filed as Exhibits. -------------------------------- 1. Agreement among the Beneficial Owners with respect to the filing of this Amendment No. 2. 2. Letter dated May 15, 2003, from Leucadia National Corporation to the Board of Directors of WilTel Communications Group, Inc. 3. Press release of Leucadia National Corporation dated May 15, 2003. 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 2003 LUK ACQUISITION I, LLC BY: /s/ Joseph A. Orlando --------------------------------------- Name: Joseph A. Orlando Title: President LUK ACQUISITION II, LLC BY: /s/ Joseph A. Orlando --------------------------------------- Name: Joseph A. Orlando Title: President LEUCADIA NATIONAL CORPORATION BY: /s/ Joseph A. Orlando --------------------------------------- Name: Joseph A. Orlando Title: Vice President and Chief Financial Officer 7 EX-99 3 ex1-13da2.txt 1 Exhibit 1 AGREEMENT This will confirm the agreement by and among all the undersigned that the Amendment No. 2 to Schedule 13-D filed on or about this date with respect to the beneficial ownership of the undersigned of shares of the common stock of WilTel Communications Group, Inc. is being filed on behalf of each of the entities named below. Dated: May 15, 2003 LUK ACQUISITION I, LLC LUK ACQUISITION II, LLC LEUCADIA NATIONAL CORPORATION BY: /s/ Joseph A. Orlando ----------------------------------------- NAME: Joseph A. Orlando TITLE: President of each of LUK Acquisition I, LLC and LUK Acquisition II, LLC and Vice President and Chief Financial Officer of Leucadia National Corporation EX-99 4 ex2-13da2.txt 2 Exhibit 2 [LETTERHEAD OF LEUCADIA NATIONAL CORPORATION] May 15, 2003 The Board of Directors WilTel Communications Group, Inc. One Technology Center Tulsa, Oklahoma 74103 Gentlemen: As you know, Leucadia National Corporation ("Leucadia") currently beneficially owns approximately 47% of the outstanding shares of common stock of WilTel Communications Group, Inc. ("WilTel"), which is just under the 49% authorized under the Stockholders Agreement between Leucadia and WilTel (the "Stockholders Agreement") and WilTel's Articles of Incorporation. At the time the Stockholders Agreement was negotiated last year, it was agreed that Leucadia could make a "Permitted Investor Tender Offer" (as defined in the Stockholders Agreement) and that such a transaction would not be initiated prior to October 15, 2004 unless it was approved by a majority of the "Independent Company Directors" (as defined in the Stockholders Agreement) or by the holders of a majority of the WilTel shares not owned by Leucadia. Since that time, it has become clear to Leucadia that it would be in the best interests of both Leucadia and the WilTel stockholders unaffiliated with Leucadia to provide an opportunity for WilTel stockholders to receive Leucadia shares in exchange for their shares of WilTel common stock. Accordingly, Leucadia hereby intends to commence a registered exchange offer in which stockholders of WilTel would receive 0.3565 common shares of Leucadia in exchange for each share of WilTel common stock (representing a 30% premium to WilTel's stock price based on the closing price of the common stock of Leucadia ($38.65 per share) and WilTel ($10.60 per share) on May 14, 2003). The exchange offer would be structured to qualify as a Permitted Investor Tender Offer, and in particular would have a non-waivable condition that the holders of at least a majority of the shares that are not beneficially owned by Leucadia have tendered and not withdrawn their shares (the "Minimum Condition"). Furthermore, if Leucadia were to acquire 90% or more of the outstanding WilTel shares, Leucadia intends to effect a backend merger at the same terms as offered in the exchange offer (such exchange offer and merger, collectively, the "Proposed Transaction"). If all of the publicly held WilTel shares are acquired by Leucadia, the former stockholders of WilTel would own approximately 13.6% of Leucadia. We request that the Board of Directors agree that satisfaction of the Minimum Condition in the Proposed Transaction will enable the transaction to proceed. By tendering, the holders of A MAJORITY OF THE SHARES NOT OWNED BY LEUCADIA will be expressing their assent to Leucadia's acquisition of WilTel shares. Accordingly, Leucadia asks that the WilTel Board of Directors take all actions under the Stockholders Agreement and WilTel's Articles of Incorporation as necessary to allow the Proposed Transaction to be consummated as expeditiously as possible. To require Leucadia to appeal to the stockholders twice (first through seeking stockholder approval and subsequently through making the exchange offer) would appear to serve no meaningful purpose, and in fact would delay the opportunity for WilTel stockholders to decide whether to participate in the Proposed Transaction. We believe that the Proposed Transaction would be beneficial for all WilTel stockholders. Through the Leucadia shares that they will receive in the Proposed Transaction, WilTel stockholders will benefit from increased liquidity and at the same time continue to have an opportunity to share in the future performance of WilTel, as well as an opportunity to share in the performance of Leucadia's other investments (which will afford stockholders the benefit of a more diversified investment). We appreciate your consideration of this proposal and look forward to your response. Very truly yours, Leucadia National Corporation By: /s/ Joseph Steinberg ---------------------------------- Name: Joseph Steinberg Title: President 2 EX-99 5 ex3-13da2.txt 3 Exhibit 3 For Immediate Release: LEUCADIA NATIONAL CORPORATION PROPOSES TO ACQUIRE WILTEL COMMUNICATIONS GROUP, INC. COMMON STOCK New York, NY - (Business Wire) - May 15, 2003 - Leucadia National Corporation (NYSE and PCX: LUK) ("Leucadia") announced that it sent the following letter today to the board of directors of WilTel Communications Group, Inc. ("WilTel") relating to a proposal to acquire the shares of WilTel common stock that it does not already beneficially own pursuant to a registered exchange offer: "Gentlemen: As you know, Leucadia National Corporation ("Leucadia") currently beneficially owns approximately 47% of the outstanding shares of common stock of WilTel Communications Group, Inc. ("WilTel"), which is just under the 49% authorized under the Stockholders Agreement between Leucadia and WilTel (the "Stockholders Agreement") and WilTel's Articles of Incorporation. At the time the Stockholders Agreement was negotiated last year, it was agreed that Leucadia could make a "Permitted Investor Tender Offer" (as defined in the Stockholders Agreement) and that such a transaction would not be initiated prior to October 15, 2004 unless it was approved by a majority of the "Independent Company Directors" (as defined in the Stockholders Agreement) or by the holders of a majority of the WilTel shares not owned by Leucadia. Since that time, it has become clear to Leucadia that it would be in the best interests of both Leucadia and the WilTel stockholders unaffiliated with Leucadia to provide an opportunity for WilTel stockholders to receive Leucadia shares in exchange for their shares of WilTel common stock. Accordingly, Leucadia hereby intends to commence a registered exchange offer in which stockholders of WilTel would receive 0.3565 common shares of Leucadia in exchange for each share of WilTel common stock (representing a 30% premium to WilTel's stock price based on the closing price of the common stock of Leucadia ($38.65 per share) and WilTel ($10.60 per share) on May 14, 2003). The exchange offer would be structured to qualify as a Permitted Investor Tender Offer, and in particular would have a non-waivable condition that the holders of at least a majority of the shares that are not beneficially owned by Leucadia have tendered and not withdrawn their shares (the "Minimum Condition"). Furthermore, if Leucadia were to acquire 90% or more of the outstanding WilTel shares, Leucadia intends to effect a backend merger at the same terms as offered in the exchange offer (such exchange offer and merger, collectively, the "Proposed Transaction"). If all of the publicly held WilTel shares are acquired by Leucadia, the former stockholders of WilTel would own approximately 13.6% of Leucadia. We request that the Board of Directors agree that satisfaction of the Minimum Condition in the Proposed Transaction will enable the transaction to proceed. By tendering, the holders of A MAJORITY OF THE SHARES NOT OWNED BY LEUCADIA will be expressing their assent to Leucadia's acquisition of WilTel shares. Accordingly, Leucadia asks that the WilTel Board of Directors take all actions under the Stockholders Agreement and WilTel's Articles of Incorporation as necessary to allow the Proposed Transaction to be consummated as expeditiously as possible. To require Leucadia to appeal to the stockholders twice (first through seeking stockholder approval and subsequently through making the exchange offer) would appear to serve no meaningful purpose, and in fact would delay the opportunity for WilTel stockholders to decide whether to participate in the Proposed Transaction. We believe that the Proposed Transaction would be beneficial for all WilTel stockholders. Through the Leucadia shares that they will receive in the Proposed Transaction, WilTel stockholders will benefit from increased liquidity and at the same time continue to have an opportunity to share in the future performance of WilTel, as well as an opportunity to share in the performance of Leucadia's other investments (which will afford stockholders the benefit of a more diversified investment). We appreciate your consideration of this proposal and look forward to your response. Very truly yours, Leucadia National Corporation" Leucadia's has filed an amended Schedule 13D today with the Securities and Exchange Commission, which shareholders can obtain free of charge from the U.S. Securities and Exchange Commission's website at http: www.sec.gov. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Any offer will only be made through a prospectus, which is part of a registration statement to be filed with the Securities and Exchange Commission (the "SEC"). WilTel shareholders are urged to carefully review the registration statement and the prospectus included therein, and the Schedule TO 2 and other documents relating to the offer that will be filed by Leucadia with the SEC when they become available because these documents will contain important information relating to the offer. You may obtain a free copy of these documents after they have been filed with the SEC, and other documents filed by Leucadia with the SEC, at the SEC's Web site at www.sec.gov. Once the registration statement, as well as any documents incorporated by reference therein and the Schedule TO have been filed with the SEC, you will also be able to inspect and copy these documents at the public reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY READ THE PROSPECTUS AND THE TENDER OFFER STATEMENT ON SCHEDULE TO WHEN THEY BECOME AVAILABLE BEFORE MAKING A DECISION CONCERNING LEUCADIA'S PROPOSED OFFER. CONTACT: Leucadia National Corporation, New York Laura Ulbrandt (212) 460-1900 3 -----END PRIVACY-ENHANCED MESSAGE-----