POS AM 1 a39084.txt LEUCADIA NATIONAL CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2005 REGISTRATION NO. 333-118102 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- LEUCADIA NATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------- NEW YORK 6331 13-2615557 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------- LEUCADIA NATIONAL CORPORATION 315 PARK AVENUE SOUTH NEW YORK, NEW YORK 10010 (212) 460-1900 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) JOSEPH A. ORLANDO LEUCADIA NATIONAL CORPORATION 315 PARK AVENUE SOUTH NEW YORK, NEW YORK 10010 (212) 460-1900 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------- WITH COPIES TO: ANDREA BERNSTEIN, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 (212) 310-8000 ------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. If only the securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------- THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(C) OF THE SECURITIES ACT OF 1933, MAY DETERMINE. ________________________________________________________________________________ EXPLANATORY NOTE The purpose of this post-effective amendment no. 4 to the registration statement on Form S-3 of Leucadia National Corporation (File No. 333-118102) is to amend the table under the caption 'Selling Security Holders' to add the names of selling security holders who have requested inclusion in the prospectus since August 31, 2004, the date of effectiveness of the registration statement in which the prospectus is contained. This information is provided in the prospectus supplement included in this post-effective amendment. The information contained in the prospectus supplement reflects a three-for-two stock split of Leucadia's common shares effected in the form of a 50% stock dividend paid on December 31, 2004 to holders of record of the common shares at the close of business on December 23, 2004. You may find a copy of the prospectus that is part of this registration statement in our filing of such prospectus pursuant to Rule 424(b)(3) on August 31, 2004. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES, NOR IS IT SOLICITING OFFERS TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JANUARY 28, 2005 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED AUGUST 31, 2004) LEUCADIA NATIONAL CORPORATION [LEUCADIA LOGO] $350,000,000 3 3/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2014 ------------------- This prospectus supplement updates the prospectus dated August 31, 2004, which prospectus is included in our filing pursuant to Rule 424(b)(3) filed with the Securities and Exchange Commission on August 31, 2004. You should read this prospectus supplement together with the prospectus and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information in this prospectus supplement supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including all amendments and supplements thereto. The terms of the convertible debentures are set forth in the prospectus. The prospectus relates to our $350,000,000 aggregate principal amount of 3 3/4% Convertible Senior Subordinated Notes due 2014, which we previously sold in a private placement in reliance on an exemption from registration under the Securities Act of 1933. The prospectus also relates to 7,619,745 common shares issuable upon conversion of the notes held by selling securityholders, plus such additional indeterminate number of shares as may become issuable upon conversion of the notes by reason of adjustment to the conversion price in certain circumstances. The information contained in this prospectus supplement reflects a three-for-two stock split of Leucadia's common shares effected in the form of a 50% stock dividend paid on December 31, 2004 to holders of record of the common shares at the close of business on December 23, 2004. ------------------- INVESTING IN THE NOTES OR OUR COMMON SHARES INVOLVES RISKS. SEE 'RISK FACTORS' BEGINNING ON PAGE 5 OF THE PROSPECTUS. ------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 2005 The information appearing under the section entitled 'Selling Security Holders' in the prospectus is amended and restated by the information appearing below: SELLING SECURITY HOLDERS We originally sold the notes to Jefferies & Company, Inc. (which we refer to as the initial purchaser in this prospectus) in a private placement in April 2004. The notes were immediately resold by the initial purchaser in transactions exempt from registration under Rule 144A under the Securities Act. Selling security holders, which term includes their transferees, pledgees, donees or their successors, may from time to time offer and sell the notes and the common shares into which the notes are convertible pursuant to this prospectus or any applicable prospectus supplement. The following table sets forth certain information concerning the principal amount of notes beneficially owned and the number of common shares issuable upon conversion of those notes that may be offered from time to time under this prospectus by the selling holders named in the table. We prepared this table based on the information supplied to us by the selling security holders named in the table and we have not sought to verify such information. This table only reflects information regarding selling security holders who have provided us with such information. We expect that we will update this table as we receive more information from holders of the notes who have not yet provided us with their information. Any such updating will be effected through an amendment to the registration statement of which this prospectus forms a part and not by means of a prospectus supplement, unless otherwise permited by the SEC. The number of common shares issuable upon conversion of the notes shown in the table below assumes conversion of the full amount of notes held by each selling security holder at a conversion rate of 21.7707 shares per $1,000 principal amount of notes (as adjusted to take into account the three-for-two stock split on December 31, 2004). This conversion rate is subject to further adjustment in certain events. Accordingly, the number of conversion shares may increase or decrease from time to time. Because the selling security holders may offer all or some portion of the notes or the common shares issuable upon conversion of the notes pursuant to this prospectus, we have assumed for purposes of the table below that the selling security holders will sell all of the notes and all of the common shares offered by this prospectus pursuant to this prospectus. In addition, the selling security holders identified below may have sold, transferred or otherwise disposed of all or a portion of their notes in transactions exempt form the registration requirements of the Securities Act since the date on which they provided the information to us regarding their holdings. As of January 28, 2005, we had $350,000,000 in principal amount of the notes and 107,608,278 common shares outstanding. The total principal amount of notes and common shares issuable upon conversion of notes listed in the table may be more than $350,000,000 and 7,619,745 common shares, respectively, because certain of the selling security holders may have sold, transferred or otherwise disposed of all or a portion of their notes in transactions exempt from the registration requirements of the Securities Act since the date on which they provided information regarding their notes for inclusion in this table. The purchasers of such notes may have thereafter provided information to us indicating their ownership of notes that may already be represented in the table below. In no case will the maximum principal amount of notes and number of common shares issuable upon conversion of the notes that may be sold under this prospectus exceed $350,000,000 and 7,619,745 common shares, respectively. Based on information provided by the selling security holders, none of the selling security holders has held any position or office or has had any material relationship with us within the past three years except as described below:
PRINCIPAL COMMON AMOUNT SHARES OF NOTES BENEFICIALLY CONVERSION BENEFICIALLY PERCENTAGE OWNED COMMON OWNED AND OF NOTES BEFORE THE SHARES NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2) ---- ------- ----------- ----------- ---------- GLG Market Neutral Fund........................ 36,000,000 10.29% -- 783,745 UBS AG London Branch........................... 15,000,000 4.28% -- 326,560 UBS AG London -- f/b/o HFS..................... 15,000,000 4.28% -- 326,560 CALAMOS Convertible Fund-CALAMOS'r' Investment Trust............................. 14,000,000 4.00% -- 304,789
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PRINCIPAL COMMON AMOUNT SHARES OF NOTES BENEFICIALLY CONVERSION BENEFICIALLY PERCENTAGE OWNED COMMON OWNED AND OF NOTES BEFORE THE SHARES NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2) ---- ------- ----------- ----------- ---------- Whitebox Convertible Arbitrage Partners, LP.... $ 13,000,000 3.71% -- 283,091 Sunrise Partners Limited Partnership........... 12,450,000 3.56% -- 271,045 Nations Convertible Securities Fund............ 10,740,000 3.07% -- 233,817 The Northwestern Mutual Life Insurance Company -- General Account(3)................ 9,200,000 2.63% -- 200,290 Nomura Securities International Inc............ 9,000,000 2.57% 103,350 195,936 Deutsche Bank Securities Inc................... 7,968,000 2.28% -- 173,468 Franklin Convertible Securities Fund........... 7,500,000 2.14% -- 163,280 FrontPoint Convertible Arbitrage Fund, L.P..... 7,500,000 2.14% -- 163,280 AG Offshore Convertibles, Ltd.................. 7,490,000 2.14% -- 163,062 Aristeia International Limited................. 7,055,000 2.01% -- 153,592 Whitebox Diversified Convertible Arbitrage Partners LP.................................. 6,600,000 1.89% -- 143,686 Sagamore Hill Hub Fund, Ltd.................... 6,500,000 1.86% -- 141,686 Lakeshore International, Ltd................... 6,000,000 1.71% -- 130,624 Beamtenversicherungskasse des Kantons Zuerich...................................... 5,000,000 1.43% -- 108,853 Royal Bank of Canada........................... 5,000,000 1.43% 22,659 108,853 Tribeca Investments L.T.D...................... 5,000,000 1.43% -- 108,853 State of Oregon/SAIF Corporation............... 4,950,000 1.41% -- 107,764 Context Convertible Arbitrage Offshore, Ltd.... 4,850,000 1.39% -- 105,587 Massachusetts Mutual Life Insurance Company.... 4,800,000 1.37% -- 104,499 State of Oregon/Equity......................... 4,560,000 1.30% -- 99,274 Nuveen Preferred & Convertible Fund JQC........ 4,075,000 1.16% -- 88,715 Argent Classic Convertible Arbitrage (Bermuda) Fund Ltd..................................... 4,000,000 1.14% -- 87,082 Privilege Portfolio SICAV...................... 4,000,000 1.14% -- 87,082 Putnam Convertible Income-Growth Trust......... 4,000,000 1.14% -- 87,082 UBS O'Connor LLC f/b/o O'Connor Global Convertible Arbitrage Master Ltd............. 4,000,000 1.14% -- 87,082 BNP Paribas Equity Strategies, SNC............. 3,677,000 1.05% 19,879 80,050 CooperNeff Convertible Strategies (Cayman) Master Fund, LP.............................. 3,619,000 1.03% -- 78,788 Mariner LDC.................................... 3,500,000 1.00% -- 76,197 Maystone Continuum Master Fund, Ltd............ 3,500,000 1.00% -- 76,197 Boilermaker-Blacksmith Pension Trust........... 3,300,000 * -- 71,843 AG Domestic Convertibles, L.P.................. 3,210,000 * -- 69,883 Nuveen Preferred & Convertible Income Fund JPC.......................................... 3,100,000 * -- 67,489 Argent LowLev Convertible Arbitrage Fund Ltd.......................................... 3,000,000 * -- 65,312 Global Bermuda Limited Partnership............. 3,000,000 * -- 65,312 Mill River Master Fund, L.P.................... 3,000,000 * -- 65,312 The Dow Chemical Company Employees' Retirement Plan.............................. 2,600,000 * -- 56,603 Citigroup Global Markets Inc................... 2,555,000 * -- 55,624 MLQA Convertible Securities Arbitrage Ltd...... 2,500,000 * -- 54,426 Plexus Fund Ltd................................ 2,500,000 * -- 54,426 C.M. Life Insurance Company.................... 2,200,000 * -- 47,895 Boilermakers Blacksmith Pension Trust.......... 2,175,000 * -- 47,351 SPT............................................ 2,100,000 * -- 45,718 Allstate Insurance Company..................... 2,000,000 * 54,750 43,541 Coastal Convertibles Ltd....................... 2,000,000 * -- 43,541 Bancroft Convertible Fund, Inc................. 2,000,000 * -- 43,541 Ellsworth Convertible Growth and Income Fund, Inc.......................................... 2,000,000 * -- 43,541
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PRINCIPAL COMMON AMOUNT SHARES OF NOTES BENEFICIALLY CONVERSION BENEFICIALLY PERCENTAGE OWNED COMMON OWNED AND OF NOTES BEFORE THE SHARES NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2) ---- ------- ----------- ----------- ---------- KDE Convertible Arbitrage Fund C.V............. $ 2,000,000 * -- 43,541 Peoples Benefit Life Insurance Company TEAMSTERS.................................... 2,000,000 * -- 43,541 S.A.C. Arbitrage Fund, LLC..................... 2,000,000 * 38,170 43,541 St. Albans Partners Ltd........................ 2,000,000 * -- 43,541 Universal Investment Gesellschaft MBH, ref. Aventis...................................... 1,900,000 * -- 41,364 Context Convertible Arbitrage Fund, L.P........ 1,825,000 * -- 39,731 Jefferies Umbrella Fund Global Convertible Bonds........................................ 1,800,000 * -- 39,187 Arkansas PERS.................................. 1,775,000 * -- 38,642 Victus Capital, LP............................. 1,600,000 * -- 34,833 Fore Convertible Master Fund, Ltd.............. 1,545,000 * -- 33,635 Barnet Partners, Ltd........................... 1,500,000 * -- 32,656 Equity Overlay Fund............................ 1,500,000 * -- 32,656 Aristeia Trading LLC........................... 1,445,000 * -- 31,458 Union Carbide Retirement Account............... 1,400,000 * -- 30,478 Delta Airlines Master Trust.................... 1,375,000 * -- 29,934 Guggenheim Portfolio XXXI, LLC................. 1,300,000 * -- 28,301 TQA Master Plus Fund, Ltd...................... 1,271,000 * -- 27,670 KBC Financial Products USA Inc................. 1,167,000 * -- 25,406 Lyxor/Context Fund LTD......................... 1,150,000 * -- 25,036 Delaware PERS.................................. 1,025,000 * -- 22,314 Mellon HBV Master Convertible Arbitrage Fund LP........................................... 1,020,000 * -- 22,206 Barclays Global Investors Ltd.................. 1,000,000 * -- 21,770 CNH CA Master Account, L.P..................... 1,000,000 * -- 21,770 DKR SoundShore Opportunity Holding Fund Ltd.... 1,000,000 * -- 21,770 KDC Convertible Arb Master Fund C.V............ 1,000,000 * -- 21,770 MassMutual Corporate Investors................. 1,000,000 * -- 21,770 Retail Clerks Pension Trust #2................. 1,000,000 * -- 21,770 Xavex Convertible Arbitrage 10 Fund............ 1,000,000 * -- 21,770 CODA Capital Management, LLC................... 970,000 * -- 21,117 Dorinco Reinsurance Company.................... 950,000 * -- 20,682 Singlehedge US Convertible Arbitrage Fund...... 902,000 * -- 19,637 Bernische Lehrerversicherungskasse............. 900,000 * -- 19,593 Silvercreek Limited Partnership................ 840,000 * -- 18,287 Argent Classic Convertible Arbitrage Fund L.P.......................................... 810,000 * -- 17,634 Century National Ins. Co. Investment Grade..... 750,000 * -- 16,328 Sturgeon Limited............................... 749,000 * -- 16,306 Port Authority of Allegheny County Retirement and Disability Allowance Plan for the Employees Represented by Local 85 of the Amalgamated Transit Union.................... 730,000 * -- 15,892 TQA Master Fund, Ltd........................... 726,000 * -- 15,805 Gartmore Convertible Fund...................... 700,000 * -- 15,239 Xavex -- Convertible Arbitrage 7 Fund c/o TQA Investors, LLC............................... 680,000 * -- 14,804 Lyxor/Convertible Arbitrage Fund Limited....... 653,000 * -- 14,216 Royal Bank of Canada (Norshield)............... 650,000 * -- 14,150 Mellon HBV Master Multi-Strategy Fund LP....... 640,000 * -- 13,933 WPG Convertible Arbitrage Overseas Master Fund......................................... 580,000 * -- 12,627 Delta Airlines Master Trust.................... 550,000 * -- 11,973 Man Mac 1 Ltd.(4).............................. 530,000 * -- 11,538 Astrazeneca Holdings Pension................... 525,000 * -- 11,429
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PRINCIPAL COMMON AMOUNT SHARES OF NOTES BENEFICIALLY CONVERSION BENEFICIALLY PERCENTAGE OWNED COMMON OWNED AND OF NOTES BEFORE THE SHARES NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2) ---- ------- ----------- ----------- ---------- DLB High Yield Fund............................ $ 500,000 * -- 10,885 MassMutual Participation Investors............. 500,000 * -- 10,885 Millenco, L.P.................................. 500,000 * 64,500 10,885 NMIC Gartmore/CODA Convertible Portfolio....... 500,000 * -- 10,885 Yield Strategies Fund I, L.P................... 500,000 * -- 10,885 Yield Strategies Fund II, L.P.................. 500,000 * -- 10,885 Duke Endowment................................. 475,000 * -- 10,341 Silvercreek II Limited......................... 465,000 * -- 10,123 CODA-KHPE Convertible Portfolio................ 450,000 * -- 9,796 Delta Pilots Disability and Survivorship Trust........................................ 450,000 * -- 9,796 J.A. Glynn & Co. .............................. 450,000 * -- 9,796 Alexian Brothers Medical Center................ 425,000 * -- 9,252 Louisiana Workers' Compensation Corporation.... 425,000 * -- 9,252 Genesee County Employees' Retirement System.... 400,000 * -- 8,708 NORCAL Mutual Insurance Company................ 400,000 * -- 8,708 Univar USA Inc. Retirement Account............. 400,000 * -- 8,708 Vicis Capital Master Fund...................... 400,000 * -- 8,708 ICI American Holdings Trust.................... 385,000 * -- 8,381 Macomb County Employees' Retirement System..... 360,000 * -- 7,837 Jefferies & Company, Inc....................... 350,000 * 2,250,000 7,619 US Bank FBO Benedictine Health Systems......... 350,000 * -- 7,619 National Bank of Canada........................ 350,000 * -- 7,619 American Fidelity Assurance Company............ 320,000 * -- 6,966 Aventis Pension Master Trust................... 310,000 * -- 6,748 Syngenta AG.................................... 300,000 * -- 6,531 The Northwestern Mutual Life Insurance Company -- Group Annuity Separate Account(5)................................... 300,000 * -- 6,531 Guggenheim Portfolio Company VIII (Cayman) Ltd.......................................... 270,000 * -- 5,878 Gemini Sammlerstiftung zur Foerderung der Personalvorsorge............................. 250,000 * -- 5,442 Managers Convertible Securities -- Convertible Securities Fund.............................. 250,000 * -- 5,442 Sage Capital Management, LLC................... 250,000 * -- 5,442 Jackson County Employees' Retirement System.... 235,000 * -- 5,116 Personalfuersorgestiftung der Gebaeudeversicherung des Kantons Bern........ 230,000 * -- 5,007 C & H Sugar Company Inc........................ 220,000 * -- 4,789 Aloha Airlines Non-Pilots Pension Trust........ 200,000 * -- 4,354 Associated Electric & Gas Insurance Services Limited...................................... 200,000 * -- 4,354 Hawaiian Airlines Pilots Retirement Plan....... 200,000 * -- 4,354 Louisiana CCRF................................. 200,000 * -- 4,354 Mint Master Fund Ltd........................... 200,000 * -- 4,354 R&C Alternative Assets-Conv Arb................ 200,000 * -- 4,354 Newport Alternative Income Fund................ 195,000 * -- 4,245 Argent Classic Convertible Arbitrage Fund II, L.P.......................................... 190,000 * -- 4,136 Personalvorsorge der PV Promea................. 190,000 * -- 4,136 Univest Convertible Arbitrage Fund II LTD (Norshield).................................. 175,000 * -- 3,809 CEMEX Pension Plan............................. 160,000 * -- 3,483 Knoxville Utilities Board Retirement System.... 160,000 * -- 3,483 Fore Plan Asset Fund, Ltd...................... 155,000 * -- 3,374 Prisma Foundation.............................. 150,000 * -- 3,265 Univest Multistrategy-Conv Arb................. 150,000 * -- 3,265
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PRINCIPAL COMMON AMOUNT SHARES OF NOTES BENEFICIALLY CONVERSION BENEFICIALLY PERCENTAGE OWNED COMMON OWNED AND OF NOTES BEFORE THE SHARES NAME OFFERED OUTSTANDING OFFERING(1) OFFERED(2) ---- ------- ----------- ----------- ---------- Mellon HBV Master Leveraged Multi-Strategy Fund LP...................................... $ 140,000 * -- 3,047 The Fondren Foundation......................... 140,000 * -- 3,047 Zurich Institutional Benchmarks Master Fund, Ltd. c/o TQA Investors, LLC.................. 140,000 * -- 3,047 Pensionkasse der EMS-Dottikon AG............... 120,000 * -- 2,612 Pensionkasse Vantico........................... 120,000 * -- 2,612 Froley Revy Investment Convertible Security Fund......................................... 115,000 * -- 2,503 Kettering Medical Center Funded Depreciation Account...................................... 110,000 * -- 2,394 Aloha Pilots Retirement Trust.................. 100,000 * -- 2,177 Prudential Insurance Co of America............. 100,000 * -- 2,177 LW Paxson CRUT Convertible Portfolio........... 100,000 * 2,177 Sphinx Fund c/o TQA Investors, LLC............. 100,000 * -- 2,177 Van Eck WW Absolute RTN Fund................... 100,000 * -- 2,177 LDG Limited.................................... 88,000 * -- 1.915 The Cockrell Foundation........................ 85,000 * -- 1,850 Pensionkasse der EMS-Chemie AG................. 80,000 * -- 1,741 Pensionkasse der Rockwell Automation AG........ 80,000 * -- 1,741 Pensionkasse Pluess-Staufer AG................. 70,000 * -- 1,523 Richard Mueller................................ 70,000 * -- 1,523 WPG MSA Convertible Arbitrage Fund............. 70,000 * -- 1,523 Hawaiian Airlines Employees Pension Plan-IAM... 65,000 * -- 1,415 Convertible Securities Fund.................... 60,000 * -- 1,306 Pensionkasse der Antalis AG.................... 60,000 * -- 1,306 Port Authority of Allegheny County Consolidated Trust Fund................................... 60,000 * -- 1,306 James Mellor Trust............................. 50,000 * -- 1,088 OCLC Online Computer Library Center Inc........ 50,000 * -- 1,088 Lexington Vantage Fund c/o TQA Investors, LLC.......................................... 14,000 * -- 304 Hawaiian Airlines Pension Plan for Salaried Employee's................................... 10,000 * -- 217 MSS Convertible Arbitrage I c/o TWA Investors, LLC.......................................... 5,000 * -- 108
--------- * Less than one percent. (1) Figures in this column do not include the common shares issuable upon conversion of the notes listed in the column to the right. (2) Figures in this column represent the number of common shares issuable upon conversion of all of the notes owned by the security holders based on a conversion rate of 21.7707 shares per $1,000 principal amount of notes. This conversion rate is subject to adjustment as described under 'Description of Notes -- Conversion.' Accordingly, the number of our common shares to be sold may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any. (3) Northwestern Investment Management Company, LLC, a wholly owned company of the selling security holder, is the investment advisor for the selling security holder with respect to the securities being registered for the selling security holder. Northwestern Investment Management Company, LLC may therefore be deemed to be an indirect beneficial owner with shared voting power/investment power with respect to these securities. Mason Street Advisors, LLC, a wholly owned subsidiary of the selling security holder, is an investment advisor to the selling security holder's affiliated entities, and therefore may be deemed to be the indirect beneficial owner with shared voting power/investment power of the common shares currently held by: (1) Mason Street Funds, Inc. (17,100 shares/Index 400 Stock Fund) and (2) Northwestern Mutual Series Fund, Inc. (36,150 shares/Index 400 Stock Portfolio). These shares are not included in the table. (4) The selling security holder is controlled by Man-Diversified Fund II Ltd. The manager shares of Man-Diversified Fund II Ltd. are owned 75% by Albany Management Company Limited and 25% by Man Holdings Limited. The registered shareholder of Albany Management Company Limited is Argonaut Limited, a Bermuda company which is controlled by Michael Collins, a resident of Bermuda. Man Holdings Limited is a subsidiary of Man Group plc, which is a public company listed on the London Stock Exchange. (5) Northwestern Investment Management Company, LLC, a wholly owned company of the selling security holder, is the investment advisor for the selling security holder for its Group Annuity Separate Account with respect to these securities. Northwestern Investment Management Company, LLC therefore may be deemed to be an indirect beneficial owner with shared voting power/investment power with respect to such securities.
5 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the costs and expenses payable by the registrant in connection with the resales of the securities to be registered, other than underwriting commissions. All amounts shown are estimates except the SEC registration statement filing fee. The selling security holders will pay none of the expenses listed below:
AMOUNT TO BE PAID --------- SEC registration statement filing fee....................... $ 44,345 Printing fees and expenses.................................. 20,000 Legal fees and expenses..................................... 70,000 Accounting fees and expenses................................ 50,000 Other....................................................... 15,655 -------- Total............................................... $200,000 -------- --------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The registrant is a New York corporation. Sections 722 through 725 of the New York Business Corporation Law (the 'Business Corporation Law') provide that a corporation may indemnify, with certain limitations and exceptions, a director or officer as follows: (1) in a derivative action, against his reasonable expenses, including attorneys' fees but excluding certain settlement costs, actually and necessarily incurred by him in connection with the defense thereof, or an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in (or in the case of service for another corporation, not opposed to) the best interests of the corporation; and (2) in a civil or criminal non-derivative action or proceeding including a derivative action by another corporation, partnership or other enterprise in which any director or officer of the indemnifying corporation served in any capacity at the indemnifying corporation's request, against judgments, fines, settlement payments and reasonable expenses, including attorneys' fees, incurred as a result thereof, or any appeal therein, if such director or officer acted in good faith, for a purpose which he reasonably believed to be in (or, in the case of service for any other corporation, not opposed to) the best interests of the corporation and, in criminal actions and proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. Such indemnification is a matter of right where the director or officer has been successful on the merits or otherwise, and otherwise may be granted upon corporate authorization or court award as provided in the statute. Section 721 of the Business Corporation Law provides that indemnification arrangements can be established for directors and officers, by contrast, by-law, charter provision, action of shareholders or board of directors, on terms other than those specifically provided by Article 7 of the Business Corporation Law, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Article V of the Company's By-Laws provides for the indemnification, to the full extent authorized by law, of any person made or threatened to be made a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or intestate is or was a director or officer of the Company. Section 726 of the Business Corporation Law provides that a corporation may obtain insurance to indemnify itself and its directors and officers. The Company maintains an insurance policy providing both directors and officers liability coverage and corporate reimbursement coverage. Article Sixth of the Company's Certificate of Incorporation contains a charter provision eliminating or limiting director liability for monetary damages arising from breaches of fiduciary duty, subject only to certain limitations imposed by statute. II-1 ITEM 16. EXHIBITS. (a)
EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 -- Specimen Common Share certificate.* 4.2 -- Indenture, dated as of April 29, 2004 between Registrant and HSBC Bank USA with respect to Registrant's 3 3/4% Convertible Senior Subordinated Notes due 2014.* 4.3 -- Registration Rights Agreement, dated as of April 29, 2004, between Registrant and Jefferies & Company, Inc., with respect to Registrant's 3 3/4% Convertible Senior Subordinated Notes due 2014.* 4.4 -- Form of 3 3/4% Convertible Senior Subordinated Note (included in Exhibit 4.2). 5.1 -- Opinion of Weil, Gotshal & Manges LLP.* 12.1 -- Computation of Ratio of Earnings to Fixed Charges.* 23.1 -- Consent of PricewaterhouseCoopers LLP, independent registered public accountants of the Registrant.* 23.2 -- Consent of PricewaterhouseCoopers, independent auditors of Olympus Re Holdings, Ltd.* 23.3 -- Consent of Ernst & Young LLP, independent auditors of Berkadia LLC.* 23.4 -- Consent of Ernst & Young LLP, independent registered public accountants of WilTel Communications Group, Inc.* 23.5 -- Consent of Ernst & Young LLP, independent auditors of The FINOVA Group Inc.* 23.6 -- Consent of KPMG LLP, independent registered public accountants of Jefferies Partners Opportunity Fund II, LLC.* 23.7 -- Consent of BDO Seidman, LLP, independent registered public accountants of EagleRock Capital Partners (QP), LP and EagleRock Master Fund.* 23.8 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). 24.1 -- Power of Attorney.* 25.1 -- Form T-1 statement of eligibility under the Trust Indenture Act of 1939 of HSBC Bank USA, as trustee.*
--------- * Previously filed. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: a. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the 'Calculation of Registration Fee' table in the effective registration statement; c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; II-2 provided, however, that clauses (a) and (b) do not apply if the information required to be included in a post-effective amendment by such clauses is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: 1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; 2. For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act ('Act') in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 28th day of January, 2005. LEUCADIA NATIONAL CORPORATION By: /S/ BARBARA L. LOWENTHAL .................................. BARBARA L. LOWENTHAL VICE PRESIDENT AND COMPTROLLER Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been duly signed below by the following persons on behalf of Leucadia National Corporation and in the capacities and on the dates indicated.
NAME TITLE DATE ---- ----- ---- * Chairman of the Board January 28, 2005 ......................................... (Principal Executive Officer) (IAN M. CUMMING) * President and Director January 28, 2005 ......................................... (Principal Executive Officer) (JOSEPH S. STEINBERG) * Vice President and Chief Financial January 28, 2005 ......................................... Officer (JOSEPH A. ORLANDO) (Principal Financial Officer) BARBARA L. LOWENTHAL Vice President and Comptroller January 28, 2005 ......................................... (Principal Accounting Officer) (BARBARA L. LOWENTHAL) * Director January 28, 2005 ......................................... (PAUL M. DOUGAN) * Director January 28, 2005 ......................................... (LAWRENCE D. GLAUBINGER) * Director January 28, 2005 ......................................... (ALAN J. HIRSCHFIELD)
II-4
NAME TITLE DATE ---- ----- ---- * Director January 28, 2005 ......................................... (JAMES E. JORDAN) * Director January 28, 2005 ......................................... (JEFFREY C. KEIL) * Director January 28, 2005 ......................................... (JESSE CLYDE NICHOLS, III) *By /s/ BARBARA L. LOWENTHAL ...................................... ATTORNEY-IN-FACT
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 4.1 -- Specimen Common Share certificate.* 4.2 -- Indenture, dated as of April 29, 2004 between Registrant and HSBC Bank USA with respect to Registrant's 3 3/4% Convertible Senior Subordinated Notes due 2014.* 4.3 -- Registration Rights Agreement, dated as of April 29, 2004, between Registrant and Jefferies & Company, Inc., with respect to Registrant's 3 3/4% Convertible Senior Subordinated Notes due 2014.* 4.4 -- Form of 3 3/4% Convertible Senior Subordinated Note (included in Exhibit 4.2). 5.1 -- Opinion of Weil, Gotshal & Manges LLP.* 12.1 -- Computation of Ratio of Earnings to Fixed Charges.* 23.1 -- Consent of PricewaterhouseCoopers LLP, independent registered public accountants of the Registrant.* 23.2 -- Consent of PricewaterhouseCoopers, independent auditors of Olympus Re Holdings, Ltd.* 23.3 -- Consent of Ernst & Young LLP, independent auditors of Berkadia LLC.* 23.4 -- Consent of Ernst & Young LLP, independent registered public accountants of WilTel Communications Group, Inc.* 23.5 -- Consent of Ernst & Young LLP, independent auditors of The FINOVA Group Inc.* 23.6 -- Consent of KPMG LLP, independent registered public accountants of Jefferies Partners Opportunity Fund II, LLC.* 23.7 -- Consent of BDO Seidman, LLP, independent registered public accountants of EagleRock Capital Partners (QP), LP and EagleRock Master Fund.* 23.8 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1). 24.1 -- Power of Attorney.* 25.1 -- Form T-1 statement of eligibility under the Trust Indenture Act of 1939 of HSBC Bank USA, as trustee.*
--------- * Previously filed. II-6 STATEMENT OF DIFFERENCES ------------------------ The registered trademark symbol shall be expressed as.................. 'r'