-----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, Q6blRN8I7c+4tQMQ33UbSxwgQtUL8U9jZ8eA72uR3diAYsCnl9f7TXF3PnnghbNO 9quavCH9xYNeaKFAQfmCqg== 0000909518-03-000816.txt : 20031031 0000909518-03-000816.hdr.sgml : 20031031 20031030173230 ACCESSION NUMBER: 0000909518-03-000816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031031 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: 03967608 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 jd10-30_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): October 30, 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) ================================================================================ 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 October 30, 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: October 30, 2003 3 EXHIBIT INDEX 99.1 Press release of Leucadia National Corporation, dated October 30, 2003. 4 EX-99 3 jd10-30ex99_1.txt 99.1 Exhibit 99.1 October 30, 2003 FOR IMMEDIATE RELEASE Contact: Laura Ulbrandt (212) 460-1900 LEUCADIA NATIONAL CORPORATION EXTENDS EXCHANGE OFFER PERIOD FOR SHARES OF WILTEL COMMUNICATIONS GROUP, INC. Leucadia National Corporation (LUK - NYSE and PCX) announced today that it has extended the expiration date for its exchange offer for the outstanding shares of common stock of WilTel Communications Group, Inc. (WTEL - Nasdaq). The new expiration date is Wednesday, November 5, 2003 at 5:00 p.m., New York City time. As of the previous expiration date of 5:00 p.m., New York City time, on October 30, 2003, 22,406,339 shares of WilTel common stock had been tendered, representing approximately 85.2% of the outstanding WilTel common stock not already owned by Leucadia. Subject to the terms of the Leucadia-WilTel merger agreement, Leucadia may extend the period of the exchange offer to a later date. Leucadia is offering 0.4242 of a Leucadia common share and one contingent sale right for each share of WilTel common stock tendered, on the terms and subject to the conditions described in the offer documents. Copies of the offer documents may be obtained at no charge from the website maintained by the Securities and Exchange Commission ("SEC") at www.sec.gov. WilTel stockholders can call Innisfree M&A Incorporated, the information agent for the offer, toll free at (888) 750-5834 (banks and brokers may call collect at 212-750-5833) with questions relating to the offer. Leucadia has obtained all required approvals of the FCC for the transaction, and expects that FCC public notice formally announcing the final approval will be released on or before November 5, 2003. A registration statement relating to the Leucadia common shares being offered has been filed with the SEC but has not yet become effective. The Leucadia common shares may not be sold nor may offers to buy be accepted prior to the time the Registration Statement is declared effective by the SEC. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Leucadia common shares in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The offer may only be made pursuant to the Offer to Exchange/Prospectus and the accompanying Letter of Transmittal. This news release may contain "forward-looking statements" as defined by federal law. Although Leucadia believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Leucadia assumes no obligation to update those statements to reflect actual results, changes in assumptions and other factors. The forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Additional information that could lead to material changes in performance is contained in filings with the SEC made by Leucadia. -----END PRIVACY-ENHANCED MESSAGE-----