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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): November 27, 2002
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LEUCADIA NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEW YORK
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(State or Other Jurisdiction of Incorporation)
1-5721 13-2615557
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(Commission File Number) (I.R.S. Employer Identification No.)
315 PARK AVENUE SOUTH, NEW YORK, N.Y. 10010-3607
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(Address of Principal Executive Offices) (Zip Code)
(212) 460-1900
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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Leucadia National Corporation ("Leucadia") issued a press release on
December 2, 2002, attached hereto as Exhibit 99.1, announcing that it had
completed the previously announced acquisition of 44% of the outstanding equity
of WilTel Communications Group, Inc. ("WilTel"). The aggregate purchase price of
$330 million, in the form of irrevocable letters of credit, was released from
escrow on November 29, 2002, as a result of WilTel's receipt of requisite
regulatory approval from the Federal Communications Commission ("FCC").
The WilTel stock was acquired by Leucadia under the chapter 11
Restructuring Plan of Williams Communications Group, Inc., the predecessor of
WilTel ("Old WCG") pursuant to a claims purchase agreement with The Williams
Companies, Inc. ("Williams") and an investment agreement with Old WCG. The Plan,
which became effective on October 15, 2002, was consummated under special
temporary authority granted by the FCC. Upon the receipt of FCC approval, the
letters of credit were released from escrow, the funds representing the purchase
price were transferred to Old WCG and Williams and the escrow was dissolved.
Leucadia will now account for this investment under the equity method
of accounting.
The information set forth in the Current Report on Form 8-K filed by
Leucadia on October 24, 2002 is incorporated herein by reference.
Item 5. Other Events
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The information set forth in the press release issued by Leucadia on
November 27, 2002, attached hereto as Exhibit 99.2, is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
To be filed by amendment by February 12, 2003.
(b) Pro Forma Financial Information.
To be filed by amendment by February 12, 2003.
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(c) Exhibits.
Item 601(a) of
Regulation S-K
Exhibit No. Description
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99.1 Press release of Leucadia National Corporation
dated December 2, 2002.
99.2 Press release of Leucadia National Corporation
dated November 27, 2002.
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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
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Joseph A. Orlando
Vice President and
Chief Financial Officer
Date: December 5, 2002
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EXHIBIT INDEX
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99.1 Press release of Leucadia National Corporation dated
December 2, 2002.
99.2 Press release of Leucadia National Corporation dated
November 27, 2002.