0000930413-13-000337.txt : 20130308 0000930413-13-000337.hdr.sgml : 20130308 20130124172845 ACCESSION NUMBER: 0000930413-13-000337 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEUCADIA NATIONAL CORP CENTRAL INDEX KEY: 0000096223 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 132615557 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm

 

LECUADIA NATIONAL CORPORATION

315 Park Avenue South

New York, New York 10010

VIA EDGAR

January 24, 2013

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549-3628
Attn: Loan Lauren P. Nguyen, Special Counsel

 

 

Re:

Leucadia National Corporation

Registration Statement on Form S-4 (File No. 333-185318)

Dear Ms. Nguyen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Leucadia National Corporation (the “Registrant”) hereby respectfully requests that the effectiveness of the Registrant’s Registration Statement on Form S-4 (File No. 333-185318) filed on December 7, 2012 (as amended by Amendment No. 1 filed on January 14, 2013 and Amendment No. 2 filed on January 24, 2013, the “Registration Statement”), be accelerated by the Securities and Exchange Commission (the “Commission”) so that it may become effective at 12:00 p.m., Eastern time, on Monday, January 28, 2013, or as soon as reasonably practicable thereafter.

The Registrant hereby acknowledges the following:

 

 

 

 

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

 

 

 

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

 

 

 

the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.


Please call Andrea Bernstein (212-310-8528) or Matthew Gilroy (212-310-8961) to confirm the effectiveness of the Registration Statement.

 

 

 

 

Very truly yours,

 

 

 

 

LEUCADIA NATIONAL CORPORATION

 

 

 

 

By:

/s/ Joseph A. Orlando

 

 

 

 

Name: Joseph A. Orlando

 

Title: Vice President and Chief Financial Officer


 

 

cc:

Michael J. Sharp

 

Executive Vice President, General Counsel and Secretary

 

Jefferies Group, Inc.

 

 

 

Andrea A. Bernstein

 

Partner

 

Weil, Gotshal & Manges LLP

 

 

 

Matthew J. Gilroy

 

Partner

 

Weil, Gotshal & Manges LLP

 

 

 

R. Alec Dawson

 

Partner

 

Morgan, Lewis & Bockius LLP

 

 

 

Edward E. Herlihy

 

Partner

 

Wachtell, Lipton, Rosen & Katz

 

 

 

David E. Shapiro

 

Partner

 

Wachtell, Lipton, Rosen & Katz