-----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, HJU9XAjYGKUrf6ykva7WXpHMP2rKiZXvWXO75biITsOLZ2mwlFHF8gm17JhGIaIO 2VSSxHtFTzHC18Cec4DiXw== 0000909518-03-000287.txt : 20030515 0000909518-03-000287.hdr.sgml : 20030515 20030515115159 ACCESSION NUMBER: 0000909518-03-000287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030515 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030515 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: 03702233 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 mv5-15_8k.txt ================================================================================ 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 (Date of Earliest Event Reported): May 15, 2003 ------------ LEUCADIA NATIONAL CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) NEW YORK ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9922 13-2615557 - ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 315 PARK AVENUE SOUTH, NEW YORK, N.Y. 10010 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (212) 460-1900 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 5. Other Events. ------------ The information set forth in the press release issued by Leucadia National Corporation, attached hereto as Exhibit 99.1, is incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. 99.1 Press release of Leucadia National Corporation dated May 15, 2003. 2 SIGNATURE 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 CFO Date: May 15, 2003 3 EXHIBIT INDEX 99.1 Press release of Leucadia National Corporation dated May 15, 2003. 4 EX-99 3 ex991-8k.txt Exhibit 99.1 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-----