-----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, WL35Kf0vLsEXDpVqKPz0d3P6WJpDnrJ09e3Y3hjss05ROinZa5r8T3//MJqrdAzs wtGa0t2uRTTl+ovzvfg+pQ== 0000909518-05-000680.txt : 20050822 0000909518-05-000680.hdr.sgml : 20050822 20050822145610 ACCESSION NUMBER: 0000909518-05-000680 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050822 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] 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: 051040740 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 jd8-22_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 22, 2005 LEUCADIA NATIONAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) NEW YORK (State or Other Jurisdiction of Incorporation) 1-5721 13-2615557 (Commission File Number) (IRS Employer Identification No.) 315 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10010 (Address of Principal Executive Offices) (Zip Code) 212-460-1900 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. The information set forth in the press release issued by Leucadia National Corporation on August 22, 2005, attached hereto as Exhibit 99.1, is incorporated herein by reference. Item 9.01(c). Exhibits. Exhibit No. Description 99.1 Press Release issued by Leucadia National Corporation on August 22, 2005 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. Date: August 22, 2005 LEUCADIA NATIONAL CORPORATION By: /s/ Barbara L. Lowenthal ---------------------------------- Name: Barbara L. Lowenthal Title: Vice President and Comptroller 3 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 99.1 Press Release issued by Leucadia National Corporation on August 22, 2005 4 EX-99 2 jd8-22ex_99.txt 99.1 Exhibit 99.1 August 22, 2005 FOR IMMEDIATE RELEASE Contact: Laura Ulbrandt (212) 460-1900 LEUCADIA NATIONAL CORPORATION ANNOUNCES CONSUMMATION OF SALE OF 70% OF LAS CRUCES PROJECT Leucadia National Corporation (LUK - NYSE) announced today that Leucadia and its wholly owned subsidiary, MK Resources Company, completed the sale to Inmet Mining Corporation (IMN - TSX) of 70% of MK Resources' interest in the Las Cruces copper mining project in southern Spain. As consideration for the sale, Inmet issued to MK Resources 5,600,000 newly issued Inmet common shares, representing approximately 11.66% of the outstanding Inmet common shares as of August 22, 2005 immediately following the completion of the transaction. The Inmet common shares were acquired by MK Resources for investment purposes only, and Leucadia and MK Resources have no current intention of acquiring any further securities of Inmet. In connection with the consummation of the Inmet transaction, Leucadia and MK Resources entered into a Shareholders Agreement with Inmet and other parties to govern the rights and obligations of Leucadia, Inmet and their affiliates in respect of the Las Cruces project, and a Registration Rights Agreement with Inmet pursuant to which Leucadia and MK Resources are entitled to certain registration rights and Leucadia is entitled to certain Inmet board nomination rights. In addition, Inmet and Leucadia signed a commitment letter and fee letter with four lenders with respect to project financing for the Las Cruces project consisting of a ten year senior secured credit facility of up to US$240 million and a senior secured bridge credit facility of up to (euro)69 million to bridge finance subsidies and value-added tax. The borrower under both facilities will be the owner of the Las Cruces project, Cobre Las Cruces, S.A., a Spanish company owned indirectly by Inmet and Leucadia as to 70% and 30%, respectively. Under the terms of the commitment letter, Inmet and Leucadia will guarantee 70% and 30%, respectively, of the obligations outstanding under both facilities until completion of the project. Syndication of the facilities is expected to begin later this year with a targeted closing of the facilities early in 2006. * * * * * This press release may contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Although Leucadia believes any such statement is based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of factors that may cause results to differ, see Leucadia's SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 and its Annual Report on Form 10-K, as amended, for the year ended December 31, 2004. These forward-looking statements speak only as of the date hereof. Leucadia disclaims any intent or obligation to update these forward-looking statements. Leucadia National Corporation, with its principal business address at 315 Park Avenue South, New York, New York 10010, is a holding company engaged in a variety of businesses. MK Resources Company, with its principal business address at 60 East South Temple, Suite 1225, Salt Lake City, Utah 84111, is a wholly owned subsidiary of Leucadia National Corporation. -----END PRIVACY-ENHANCED MESSAGE-----