Filed by Leucadia National Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: WilTel Communications Group, Inc.
Commission File No. 000-50040
Dated: May 15, 2003
For Immediate Release:
LEUCADIA NATIONAL CORPORATION PROPOSES TO ACQUIRE WILTEL
COMMUNICATIONS GROUP, INC. COMMON STOCK
New York, NY - (Business Wire) - May 15, 2003 - Leucadia National Corporation
(NYSE and PCX: LUK) ("Leucadia") announced that it sent the following letter
today to the board of directors of WilTel Communications Group, Inc. ("WilTel")
relating to a proposal to acquire the shares of WilTel common stock that it does
not already beneficially own pursuant to a registered exchange offer:
"Gentlemen:
As you know, Leucadia National Corporation ("Leucadia") currently beneficially
owns approximately 47% of the outstanding shares of common stock of WilTel
Communications Group, Inc. ("WilTel"), which is just under the 49% authorized
under the Stockholders Agreement between Leucadia and WilTel (the "Stockholders
Agreement") and WilTel's Articles of Incorporation.
At the time the Stockholders Agreement was negotiated last year, it was agreed
that Leucadia could make a "Permitted Investor Tender Offer" (as defined in the
Stockholders Agreement) and that such a transaction would not be initiated prior
to October 15, 2004 unless it was approved by a majority of the "Independent
Company Directors" (as defined in the Stockholders Agreement) or by the holders
of a majority of the WilTel shares not owned by Leucadia. Since that time, it
has become clear to Leucadia that it would be in the best interests of both
Leucadia and the WilTel stockholders unaffiliated with Leucadia to provide an
opportunity for WilTel stockholders to receive Leucadia shares in exchange for
their shares of WilTel common stock.
Accordingly, Leucadia hereby intends to commence a registered exchange offer in
which stockholders of WilTel would receive 0.3565 common shares of Leucadia in
exchange for each share of WilTel common stock (representing a 30% premium to
WilTel's stock price based on the closing price of the common stock of Leucadia
($38.65 per share) and WilTel ($10.60 per share) on May 14, 2003). The exchange
offer would be structured to qualify as a Permitted Investor Tender Offer, and
in particular would have a non-waivable condition that the holders of at least a
majority of the shares that are not beneficially owned by Leucadia have tendered
and not withdrawn their shares (the "Minimum Condition"). Furthermore, if
Leucadia were to acquire 90% or more of the outstanding WilTel shares, Leucadia
intends to effect a backend merger at the same terms as offered in the exchange
offer (such exchange offer and merger, collectively, the "Proposed
Transaction"). If all of the publicly held WilTel shares are acquired by
Leucadia, the former stockholders of WilTel would own approximately 13.6% of
Leucadia.
We request that the Board of Directors agree that satisfaction of the Minimum
Condition in the Proposed Transaction will enable the transaction to proceed. By
tendering, the holders of A MAJORITY OF THE SHARES NOT OWNED BY LEUCADIA will be
expressing their assent to Leucadia's acquisition of WilTel shares. Accordingly,
Leucadia asks that the WilTel Board of Directors take all actions under the
Stockholders Agreement and WilTel's Articles of Incorporation as necessary to
allow the Proposed Transaction to be consummated as expeditiously as possible.
To require Leucadia to appeal to the stockholders twice (first through seeking
stockholder approval and subsequently through making the exchange offer) would
appear to serve no meaningful purpose, and in fact would delay the opportunity
for WilTel stockholders to decide whether to participate in the Proposed
Transaction.
We believe that the Proposed Transaction would be beneficial for all WilTel
stockholders. Through the Leucadia shares that they will receive in the Proposed
Transaction, WilTel stockholders will benefit from increased liquidity and at
the same time continue to have an opportunity to share in the future performance
of WilTel, as well as an opportunity to share in the performance of Leucadia's
other investments (which will afford stockholders the benefit of a more
diversified investment).
We appreciate your consideration of this proposal and look forward to your
response.
Very truly yours,
Leucadia National Corporation"
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Leucadia's has filed an amended Schedule 13D today with the
Securities and Exchange Commission, which shareholders can obtain free of charge
from the U.S. Securities and Exchange Commission's website at http: www.sec.gov.
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Any offer will only be made through a prospectus, which is
part of a registration statement to be filed with the Securities and Exchange
Commission (the "SEC"). WilTel shareholders are urged to carefully review the
registration statement and the prospectus included therein, and the Schedule TO
and other documents relating to the offer that will be filed by Leucadia with
the SEC when they become available because these documents will contain
important information relating to the offer. You may obtain a free copy of these
documents after they have been filed with the SEC, and other documents filed by
Leucadia with the SEC, at the SEC's Web site at www.sec.gov. Once the
registration statement, as well as any documents incorporated by reference
therein and the Schedule TO have been filed with the SEC, you will also be able
to inspect and copy these documents at the public reference room maintained by
the SEC at 450 Fifth Street, NW, Washington, D.C. 20549. YOU SHOULD CAREFULLY
READ THE PROSPECTUS AND THE TENDER OFFER STATEMENT ON SCHEDULE TO WHEN THEY
BECOME AVAILABLE BEFORE MAKING A DECISION CONCERNING LEUCADIA'S PROPOSED OFFER.
CONTACT: Leucadia National Corporation, New York
Laura Ulbrandt
(212) 460-1900
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